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Uniform Statutory Trust Entity Act D R A F T FOR DISCUSSION ONLY UNIFORM STATUTORY TRUST ENTITY ACT NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS For February 27 – March 1, 2009 Drafting Committee MeetingDRAFT AS OF MARCH 11, 2009 With Prefatory Notes and Comments Copyright 82009 By NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS ____________________________________________________________________________________________ The ideas and conclusions set forth in this draft, including the proposed statutory language and any comments or reporter=s notes, have not been passed upon by the National Conference of Commissioners on Uniform State Laws or the Drafting Committee. They do not necessarily reflect the views of the Conference and its Commissioners and the Drafting Committee and its Members and Reporter. Proposed statutory language may not be used to ascertain the intent or meaning of any promulgated final statutory proposal. DRAFTING COMMITTEE ON UNIFORM STATUTORY TRUST ENTITY ACT The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in preparing this Act consists of the following individuals: JUSTIN L. VIGDOR, 2400 Chase Square, Rochester, NY 14604, Chair THOMAS J. BUITEWEG, 121 W. Washington, Suite 300, Ann Arbor, MI 48104 ANN E. CONAWAY, Widener University School of Law, 4601 Concord Pike, Wilmington, DE 19803 LANI LIU EWART, 1099 Alakea St., Suite 1800, Honolulu, HI 96813 THOMAS L. JONES, University of Alabama School of Law, P.O. Box 865557, Tuscaloosa, AL 35486-0050 DIMITRI G. KARCAZES, 55 E. Monroe St., Suite 3300, Chicago, IL 60603 JOHN H. LANGBEIN, Yale Law School, P.O. Box 208215, New Haven, CT 06520-8215 L. GENE LEMON, 1136 W. Butler Dr., Phoenix, AZ 85021-4428 HARRY M. WALSH, 456 Summit Ave. #206, St. Paul, MN 55102 ROBERT H. SITKOFF, Harvard Law School, 1575 Massachusetts Ave., Cambridge, MA 02138, Reporter EX OFFICIO MARTHA LEE WALTERS, Oregon Supreme Court, 1163 State St., Salem, OR 97301-2563, President ANNE L. MCGIHON, 837 Sherman St., Denver, CO 80203, Division Chair AMERICAN BAR ASSOCIATION ADVISOR ELLISA OPSTBAUM HABBART, 300 Martin Luther King Blvd., Suite 200, Wilmington, DE 19801, ABA Advisor WILLIAM H. CLARK, JR., One Logan Square, 18th and Cherry Streets, Philadelphia, PA 19103-6996, ABA Section Advisor THOMAS E. RUTLEDGE, 2000 PNC Plaza, 500 W. Jefferson St., Louisville, KY 40202-2874, ABA Section Advisor EXECUTIVE DIRECTOR JOHN A. SEBERT, 111 N. Wabash Ave., Suite 1010, Chicago, IL 60602, Executive Director Copies of this Act may be obtained from: NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS 111 N. Wabash Ave., Suite 1010 Chicago, Illinois 60602 312/450-6600 www.nccusl.org UNIFORM STATUTORY TRUST ENTITY ACT TABLE OF CONTENTS Prefatory Note................................................................................................................................11 [ARTICLE] 1 GENERAL PROVISIONS SECTION 101. SHORT TITLE ...................................................................................................55 SECTION 102. DEFINITIONS....................................................................................................66 SECTION 103. DEFAULT AND MANDATORY RULES. .......................................................99 SECTION 104. SCOPE OF GOVERNING INSTRUMENT...................................................1313 SECTION 105. APPLICABILITY OF TRUST LAW .............................................................1716 SECTION 106. RULES OF CONSTRUCTION ......................................................................1817 [ARTICLE] 2 FORMATION; CERTIFICATE OF TRUST AND OTHER FILINGS; PROCESS SECTION 201. CERTIFICATE OF TRUST ...........................................................................2018 SECTION 202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF TRUST......2119 SECTION 203. SIGNING OF RECORDS...............................................................................2220 SECTION 204. DELIVERY TO AND FILING OF RECORDS BY [SECRETARY OF STATE]; EFFECTIVE TIME AND DATE ...................................................................2220 SECTION 205. CORRECTING FILED RECORD..................................................................2422 SECTION 206. CERTIFICATE OF GOOD STANDING .......................................................2523 SECTION 207. NAME OF STATUTORY TRUST ................................................................2725 SECTION 208. RESERVATION OF NAME ..........................................................................2826 SECTION 209. AGENT FOR SERVICE OF PROCESS ........................................................3028 SECTION 210. CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS .......................................................................................................................3129 SECTION 211. RESIGNATION OF AGENT FOR SERVICE OF PROCESS ......................3230 SECTION 212. SERVICE OF PROCESS................................................................................3331 SECTION 213. ANNUAL REPORT FOR [SECRETARY OF STATE]. ...............................3432 [ARTICLE] 3 GOVERNING LAW; AUTHORIZATION; DURATION; POWERS SECTION 301. GOVERNING LAW.......................................................................................3634 SECTION 302. STATUTORY TRUST AUTHORIZED.........................................................3735 SECTION 303. PERMISSIBLE PURPOSES ..........................................................................3735 SECTION 304. STATUTORY TRUST SOLELY LIABLE FOR DEBTS, OBLIGATIONS, AND OTHER LIABILITIES OF STATUTORY TRUST .............................................3837 SECTION 305. RIGHTS OF BENEFICIAL OWNER AND TRUSTEE IN TRUST PROPERTY. ...................................................................................................................4038 SECTION 306. DURATION....................................................................................................4139 SECTION 307. POWER TO HOLD PROPERTY; TITLE TO TRUST PROPERTY ............4240 SECTION 308. POWER TO SUE AND BE SUED.................................................................4341 [ARTICLE 4] SERIES TRUSTS SECTION 401. SERIES OF STATUTORY TRUST...............................................................4442 SECTION 402. LIABILITY OF SERIES ................................................................................4543 SECTION 403. GOVERNANCE OF SERIES TRUST ...........................................................4744 SECTION 404. SERIES TRUST AS INVESTMENT COMPANY ........................................4845 SECTION 405. DISSOLUTION OF SERIES..........................................................................4946 [ARTICLE 5] TRUSTEES AND TRUST MANAGEMENT SECTION 501. MANAGEMENT OF STATUTORY TRUST ...............................................5147 SECTION 502. TRUSTEE POWERS......................................................................................5147 SECTION 503. ACTION BY TRUSTEES. .............................................................................5248 SECTION 504. PROTECTION OF PERSON DEALING WITH TRUSTEE.........................5349 SECTION 505. STANDARDS OF CONDUCT FOR TRUSTEES.........................................5450 SECTION 506. GOOD-FAITH RELIANCE ...........................................................................5651 SECTION 507. INTERESTED TRANSACTIONS .................................................................5752 SECTION 508. TRUSTEE’S RIGHT TO INFORMATION ...................................................5853 SECTION 509. INDEMNIFICATION, ADVANCEMENT, AND EXONERATION............5854 SECTION 510. DIRECTION OF TRUSTEES ........................................................................6157 SECTION 511. DELEGATION BY TRUSTEE ......................................................................6358 SECTION 512. INDEPENDENT TRUSTEE IN REGISTERED INVESTMENT COMPANY.....................................................................................................................6560 [ARTICLE] 6 BENEFICIARIES AND BENEFICIAL RIGHTS SECTION 601. BENEFICIAL INTEREST .............................................................................6762 SECTION 602. VOTING OR CONSENT BY BENEFICIAL OWNERS...............................6762 SECTION 603. CONTRIBUTION BY BENEFICIAL OWNER ............................................6964 SECTION 604. DISTRIBUTION TO BENEFICIAL OWNER ..............................................7165 SECTION 605. REDEMPTION OF BENEFICIAL INTEREST.............................................7166 SECTION 606. CHARGING ORDER .....................................................................................7267 SECTION 607. TRANSACTION WITH BENEFICIAL OWNER .........................................7368 SECTION 608. BENEFICIAL OWNER’S RIGHT TO INFORMATION..............................7368 SECTION 609. ACTION BY BENEFICIAL OWNER ...........................................................7469 [ARTICLE] 7 CONVERSION AND MERGER SECTION 701. DEFINITIONS................................................................................................7772 SECTION 702. CONVERSION...............................................................................................7873 SECTION 703. ACTION ON PLAN OF CONVERSION BY CONVERTING STATUTORY TRUST ...................................................................................................7974 SECTION 704. FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE..............8075 SECTION
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