MEMORANDUM AND CERTIFICATE OF TRUST

A Memorandum and Certificate of Trust is a summary of the actual Trust document that a
person may create. The Memorandum and Certificate has many uses – but its main purpose is to
keep the specific terms of the Trust document confidential while providing third parties (those that
are required to deal with the Trust as a legal entity – bankers, attorneys, real property offices,
etc.) with certain elemental and essential facts concerning the existence of the Trust.

A Memorandum and Certificate of Trust may, for example, be used when transferring
ownership of a financial account from the Trust to a third party – the bank would most
likely ask to review the Trust document to determine if the Trust has authority to make that
transfer. However, if you desire to keep the specific terms of the Trust confidential and secret, a
Memorandum and Certificate of Trust can be provided to the bank to satisfy their inquiry about
whether or not the Trust possesses such authority. The Memorandum and Certificate of Trust
can also be used when transferring assets TO the Trust. Again, the Memorandum and Certificate
acts as a summary of the Trust without the disclosure of the entire contents to the Trust itself.

NOTE – Some States have specific forms for Memorandum and Certificates of Trust
depending on the type of transaction involved, most often when the Memorandum and Certificate
must to be filed with a State agency. In such a case, the State agency may require the use of its
own form. Note that this Memorandum and Certificate is designed for more general purposes
(such as those stated above) and may not be suitable for filing in all states in all situations.

For answers to the most Frequently Asked Questions about the format or use of the legal forms
software, see StandardLegal.com/FAQs

INSTRUCTIONS FOR COMPLETING THE TRUST AGREEMENT:

Each of the "?" marks in the yellow circles provides guidance as to the wording or information that
is to be provided on the appropriate lines within the form. Click on the "?" to open a box that
contains the guidance or instructions that you will need to fill in that line. You can then close that
box by clicking on the small "x" in the upper right hand corner of the box. Or simply hold the
cursor over the "?" mark and the information will appear for your review. Complete or provide the
information on each of the lines, as directed. Note that the "?" marks will NOT appear on the
printed document (nor will the "Initial" boxes, if applicable, at the bottom of each page).

[END OF INSTRUCTIONS]

Initial:__________  Standard Legal Network. All Rights Reserved.

 MEMORANDUM AND CERTIFICATION OF TRUST

The undersigned Trustee, being first duly sworn, certifies that the following constitutes a true
and correct copy of certain provisions of that Trust Agreement and may be relied upon by
anyone dealing with the original Trustee or its successors as a full statement of the matters
covered by those provisions.

A. The name of the Trust is:

B. The Grantor of the Trust is:

C. The current Trustee(s) of the Trust authorized to act as of the date that this Memorandum
and Certificate is signed is/are:

and the Successor Trustee(s) is/are:

D. The Trust was executed on:

E. The trust was created and became effective during the lifetime of the original Grantor(s).

F. The Trust is Revocable. The power to revoke is held by the Grantor(s).

G. The Trust is in full force and effect and has not been revoked.

H. Article 9 sets forth the Powers of the Trustee, which reads entirely as follows:

ARTICLE 9 - POWERS AND DUTIES OF THE TRUSTEE

Section 9.1 – General. If more than one person or entity is serving as Trustee, a decision
made by a majority of the Trustees who are qualified to vote on such decision shall
control, without liability to any co-Trustee who dissents in writing. The Trustee in respect
of every trust created hereunder, in addition to those conferred or imposed by law, shall
have powers and duties as follows.
Section 9.2 - General Powers. To pay all taxes and all reasonable expenses in connection
with the trust; to determine whether money or property coming into its possession shall

Initials: ________ © Standard Legal. All Rights Reserved.

 be treated as principal or income and to charge or apportion gains, losses or expenses to
principal or income all according as may be deemed just and equitable; to sell, lease,
convey, mortgage, pledge, control, manage, transfer or exchange, and to make contracts
concerning any of the properties, real or personal, comprised in the trust estate, either
publicly or privately and for such prices and consideration and upon such terms and
conditions as may be deemed reasonable by the Trustee, to give options therefor, and to
execute and deliver deeds, transfers, mortgages, leases, promissory notes, assignments,
other instruments or conveyances of any kind, proxies, powers of attorney or agreements
that the Trustee may deem advisable in administering the trust; to invest and reinvest
money coming into its possession in such loans, notes, bonds, stocks, securities or real
estate as the Trustee may deem suitable investments, without regard to the limitations
imposed by law as to the types of investments made by Trustee or to the proportion of
investments in corporate stocks; it being the intent that, subject to the provisions of this
Trust Agreement, the Trustee shall have the necessary power to manage all property held
hereunder.
Section 9.3 - Employment of Agents and Attorneys. To employ agents, accountants and
attorneys and to pay their reasonable compensation and expense; to designate a nominee
to hold the title to any part of the trust estate or to hold title thereto in the Trustee’s own
name without indication of Trusteeship, but the Trustee shall be liable for any wrongful
act of such nominee.
Section 9.4 - Borrowing Money. To make advances or borrow money upon such terms
and conditions, and for such purposes as the Trustee may deem desirable for the
improvement, protection or preservation of the trust.
Section 9.5 - Adjustment of Claims. To settle and adjust claims in favor of or against the
trust.
Section 9.6 - Exchange of Securities. To exchange any stocks or securities for other
stocks or securities of any reorganized or consolidated corporation or for stocks or
securities of any other corporation.
Section 9.7 - Division or Distribution in Kind. To make any distribution or set aside any
separate trust hereunder in cash or other property, but if other property is used, it shall be
taken at its then fair market value, or if there is no readily determinable market value,
then at such value as shall be determined by the Trustee.
Section 9.8 - Accounting. The Trustee shall keep accurate books of account showing the
condition of the trust estate and shall keep same open at all reasonable times to the
inspection of any beneficiary entitled to receive income hereunder or such beneficiary’s
duly appointed representative. The Trustee shall furnish to each beneficiary entitled to
receive income hereunder annual statements, which shall show the manner and form in
which the trust estate is then invested and in detail the income and disbursements
therefrom during the period covered by each such statement.
Section 9.9 – Division and Merger of Trust. The Trustee may divide the trust property
equally or unequally into two or more separate shares or trusts for any purpose, each of

Initials: ________ © Standard Legal. All Rights Reserved.

 which shall be administered and disposed of as a separate trust having identical terms to
those of the trust from which it is created. The Trustee may, at his or her discretion,
combine the assets of separate trusts under this trust for the purpose of more convenient
administration or investment for any period of time, preserving the assets of any trust
hereunder with those of any other trust, by whomever created, maintained for the same
beneficiaries upon substantially the same terms.
Section 9.10 - Voting Powers. To exercise in person or by proxy any and all voting
rights, including the right to vote for the election of directors, pertaining to all stocks,
bonds or other securities at any time held hereunder. Any proxy issued by the Trustee
may grant discretionary power to the person or persons acting thereunder and may
contain powers of substitution.
Section 9.9 - Power to Maintain Residence for Beneficiary. The Trustee may maintain at
the expense of said trust, any real estate held thereunder as a home or homes for me
and/or any beneficiary named herein; to sell any such real estate for such use and to pay
all or any part of the expense of maintaining any real estate used for such purposes even
though the Trustee may own only an undivided interest therein.
Section 9.12 - Subchapter S Stock. If a trust owns or will acquire S Corporation Stock or
stock in a corporation that is intended to become an S Corporation, as described in
Internal Revenue Code Section 1361, the Trustee may amend the provisions of such trust
and/or the provisions of any trust that may be created from such trust in order to permit
such trust to hold stock in an S Corporation. This power specifically includes, but is not
limited to, the power to amend the provisions of a trust in order to:
A. Eliminate the descendants of a person as current beneficiaries of such trust
if such person is also a current beneficiary of such trust;
B. Eliminate all potential current beneficiaries of such trust who are not
individuals, estates or charitable organizations eligible to hold S
Corporation Stock;
C. Eliminate or reduce a power of appointment whether in its objects or the
time or manner in which it may be exercised;
D. Modify the standards of distribution of the income and/or principal of a
trust; and/or
E. Take any other actions that the Trustee may deem advisable in order to
permit such trust to hold stock in an S Corporation in the form or type of
trust the Trustee deems advisable.
Section 9.13 - Allocation of Receipts and Expenditures. To determine whether and to
what extent receipts and expenditures should be allocated to or charged against income
and principal, and in doing so, the Trustee may allocate my estate administration
expenses disproportionately among the trusts hereunder; and except as may be otherwise
provided herein, the Trustee is not required to adhere to the provisions of the applicable
Principal and Income Act (but in no event shall any such allocation fundamentally depart

Initials: ________ © Standard Legal. All Rights Reserved.

 from state law); provided, further, that any proceeds received by the Trustee from any
qualified retirement plan shall constitute principal, except to the extent of income earned
on such proceeds after the plan participant’s death; establish out of income and credit to
principal reasonable reserves for the depreciation or depletion of tangible personal
properties; amortize premiums paid on the purchase of securities or other property;
provided, however, that any capital gain dividends from investments in mutual funds,
common trust funds or real estate investment trusts shall be deemed to constitute
principal.
Section 9.14 - Small Trust Termination. If at any time the Trustee (other than a trustee
who is a beneficiary of such trust) determines that this trust is no longer economical to
administer, the Trustee, without further responsibility, may distribute the remaining trust
property to the person for whose current benefit the trust then subsists or, if the trust has
more than one current beneficiary, the Trustee shall distribute the trust property equally
among the current beneficiaries of the trust.
Section 9.15 - Facility of Payments. The Trustee may apply payments and distributions
of trust property for the use of a beneficiary in any manner, without the intervention of a
guardian or similar fiduciary, including (without limitation) directly to the beneficiary
and by applying such amounts directly for the benefit of the beneficiary, and including, as
to minor beneficiaries, payments to a custodian under an applicable Uniform Transfers to
Minors Act or similar law in any jurisdiction, and payments to any guardian of the person
of a minor beneficiary to help defray the costs of housing and other expenses incurred by
such guardian for the direct or indirect benefit of the minor beneficiary.
Section 9.16 - Power to Exercise Voting and Other Rights Involving Closely Held
Business. After my death, or whenever I am legally disabled or am, in the judgment of
the Trustee, incapacitated, my Trustee shall have the power, without the concurrence of
any other person, to exercise voting and other rights involving any interest in any closely
held business held in such trust. Such power shall be exercised only in a fiduciary
capacity and in such manner as my Trustee determines to be appropriate for the
beneficiary or beneficiaries of such trust. My Trustee shall be entitled to receive
reasonable compensation for, and reimbursement for reasonable expenses incurred in,
acting under this Section. My Trustee shall incur no liability for his or own acts or
omissions under this Section undertaken in good faith. My Trustee shall be indemnified
from trust property and held harmless to the fullest extent possible with respect to my
Trustee’s own acts or omissions under this Section undertaken in good faith. My Trustee
shall incur no liability for his or her own acts or omissions under this Section except for
those involving gross negligence or willful misconduct. This Section supersedes all other
provisions in this instrument to the extent of any inconsistency.
Section 9.17 - Organize, Operate and Dissolve Businesses. To engage in the
organization, operation and dissolution of businesses as corporations, sole
proprietorships, general or limited partnerships, limited liability companies, business
trusts, joint ventures or in other forms without liability for non- productivity, decline in
value or lack of diversification.

Initials: ________ © Standard Legal. All Rights Reserved.

I. This Memorandum and Certificate is evidence of the existence of the Trust, the terms of
which are incorporated herein by reference.

J. By the terms of the Trust, in the event of the resignation, incapacity or death of the
Trustee, the successor Trustee shall become authorized to act without further order, action
or bond.

K. This Memorandum and Certificate may be relied upon as proof of the existence of the
Trust, and relieves the obligation and duty to verify that any transaction entered into by
the Trustee is consistent with the terms set forth in the Trust instrument.

L. Any other provisions of this Memorandum and Certificate not stated above:

IN WITNESS WHEREOF, I have hereunto set my hand on the date set forth below.

TRUSTEE -
Date: _________________________

This Instrument Prepared By:

[ACKNOWLEDGMENT ON FOLLOWING PAGE]

Initials: ________ © Standard Legal. All Rights Reserved.

ACKNOWLEDGEMENT

STATE OF _______________ }
} SS:
COUNTY OF _______________ }

Before me, a Notary Public in and for said County and State, personally appeared each of the
above named Trustee, who acknowledged that he/she did sign the foregoing instrument and that
the same is his/her free act and deed.

In Testimony Whereof I have hereunto set my hand and official seal, at ___________________,
on ________________, 20___.

Notary Public
My commission expires on:

Initial:__________  Standard Legal Network. All Rights Reserved.

[If you are a resident of California, use the notary page shown below - and do not use
the notary clauses on the pages attached to the document. If you do not reside in
California, use the notary clauses on the pages shown above and discard the page
below].
 ACKNOWLEDGEMENT

A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )

On _____________ before me, ________________________________, a Notary Public,

personally appeared _______________________________________________, who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s)acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __________________________________

(Seal)

_______ Initials © Standard Legal Network. All Rights Reserved.