Discretionary
administrative powers.
Always bearing in mind, with respect to assets
allocated to and from time to time held in trust under article _________ of
this will, my intention that my wife [husband], _________, shall receive and
enjoy during h life such a periodical distributable income from
productive trust property as is consistent with the value of the property held
in trust under article _________ and with its preservation, my trustees, in
addition to and not in limitation of all common-law and statutory authority,
shall have the following powers, privileges and duties with respect to the
property held in trust under this will:
(a). Trustees shall have the care, custody, and
possession of the trust property and collect the income on it.
(b). Trustees shall have full power to make or
change investments as they, in their own uncontrolled discretion, may see fit
to purchase and to continue to hold investments even though of a kind not
usually considered suitable for trust investments, or even though a larger
proportion of the entire trust property is thereby retained in one investment
or one type of investment than otherwise might be considered suitable or
prudent in the investment of trust property or combines two or more of such
objections; to invest in shares or securities of unincorporated or voluntary
associations or investment trusts; to invest or reinvest any portion or
portions of the trust property coming into their hands to be held by them as
they, in their sole uncontrolled discretion, shall deem advisable and for the
best interests of the trust, and to that end at any time or times to sell at
public or private sale or to mortgage or pledge stocks, bonds, securities, and
real or personal estate of the trust of every kind and nature without the
necessity of securing any license or authority from any court to do so, and to
invest the proceeds in such securities, loans, mortgages, or other real or
personal property as they shall deem advisable; to sell or exercise
subscription rights attaching to any securities held by them and to borrow
money for that purpose; to convert personal property into real property and the
reverse whenever they may think it advisable; to exchange any real estate for
other real estate and to convey it in fee or for any less estate; to execute,
acknowledge and deliver all deeds, instruments, or writings necessary or
convenient to transfer proper title to such property; and no purchaser,
mortgagee, or pledgee from the trustees shall be bound to look to the
application of the purchase money or to the proceeds of any pledge or mortgage,
and the receipt of any trustee shall exonerate the person taking the receipt
from any liability to look to the application of the purchase money or to the
proceeds of any pledge or mortgage.
(c). Trustees shall have full power to compromise or
compound any debts owing to them or owed by them as such trustees or any other
claims, and to adjust any dispute in relation to debts or claims by arbitration
or otherwise, and to pay any debts or claims against them as such trustees upon
any evidence that to them shall seem sufficient.
(d). Trustees shall have full power to pay taxes and
assessments, provide for insurance, make repairs, set aside from and deduct
from the net income and withhold and add to principal such sums for
amortization, pay such broker's commissions, employ such agents and counsel and
generally to do all such acts and incur and pay all such expenses in the
management of the trust property as they in their own uncontrolled discretion
may deem wise, prudent and advantageous for the best interest of the trust.
(e). Trustees shall have full power to determine
what shall be charged or credited to income and what to principal in any manner
which shall fairly and equitably reflect a proper allocation between principal
and income. If they shall hold or at any time acquire any investments which are
of the character of a wasting security or the actual value of which may be at a
premium above their par value, I authorize them in their uncontrolled
discretion to treat the whole or any part of the income accruing from such
investments as income for the purposes of the trust without any obligation to
provide by sinking fund or otherwise for a diminution in actual value. I also
give my trustees full power and authority to become a party to any
reorganization or protective agreement affecting any of the securities held by
them and to deposit or exchange the securities to which the reorganization or
protective plan relates in accordance with such agreement, and in general to
act with any of the securities in their charge for the protection of them as
fully as they would be entitled to act for their own property.
(f). Trustees shall have full power in their
uncontrolled discretion to employ investment counsel and to consult with such
counsel relative to any matter or thing pertaining in any way to the retention,
sale, purchase, investment, or reinvestment of any securities or other property
constituting the property in their hands or otherwise pertaining to the
management or administration of such property, and to determine in their
discretion whether or not to act upon the recommendation of such investment
counsel; to pay such investment counsel, if employed, such compensation as the
trustees shall deem reasonable and such payment shall be independent of and in
addition to the compensation to which the trustees are entitled.
(g). I give to my trustees power conclusively to
determine the value of any securities or other property for the purposes of
making a fair division of such property between the persons entitled to it, and
to pay or set apart distributive shares of the principal of the trust property
whenever the same may be payable or divided either in cash or securities or
other property in their sole discretion, and to select the particular
securities or other property which shall be distributed to any and all
beneficiaries or set apart in any particular share.
(h). Trustees may allow any property, real or
personal, at any time subject to any of the trusts expressed in this instrument
to stand in their names, and they may allow, also, that property or any part of
it to stand in the name of any other person or persons or of any corporation
without any indication of any trust, subject to any agreement or agreements
they see fit to make in that regard.