This chapter may be cited as the "Uniform Statutory Trust Entity Act of 2010".
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 101 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
For the purposes of the chapter, the term:
(1) "Beneficial owner" means the owner of a beneficial interest in a statutory trust or foreign statutory trust.
(2) "Certificate of trust" means the record filed by the Mayor under § 29- 1202.01. The term "certificate of trust" shall include the record as amended or restated.
(3) "Common-law trust" means a fiduciary relationship with respect to property arising from a manifestation of intent to create that relationship and subjecting the person that holds title to the property to duties to deal with the property for the benefit of charity or for one or more persons, at least one of which is not the sole trustee, whether the purpose of the trust is donative or commercial. The term "common-law trust" shall include the type of trust known at common law as a "business trust", "Massachusetts trust", or "Massachusetts business trust".
(4) "Foreign statutory trust" means a trust that is formed under the laws of a jurisdiction other than the District which would be a statutory trust if formed under the laws of the District.
(5) "Governing instrument" means the trust instrument and certificate of trust.
(6) "Person" means an individual, corporation, statutory trust, estate, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. The term "person" shall not include a common-law trust.
(7) "Qualified foreign statutory trust" means a foreign statutory trust that is registered to do business in the District pursuant to a registration statement filed with the Mayor.
(8) "Related party", with respect to a person that is a trustee, officer, employee, manager, or beneficial owner, means:
(A) The spouse of the party;
(B) A child, parent, sibling, grandchild, or grandparent of the party, or the spouse of one of them;
(C) An individual having the same residence as the party;
(D) A trust or estate of which a related party described in subparagraph (A), (B), or (C) of this paragraph is a substantial beneficiary;
(E) A trust, estate, legally incapacitated individual, conservatee, or minor for which the party is a fiduciary; or
(F) A person that directly or indirectly controls, is controlled by, or is under common control with, the party.
(9) "Series trust" means a statutory trust that has one or more series created under § 29-1204.01.
(10) "Statutory trust", except in the phrase "foreign statutory trust", means an entity formed under this chapter.
(11) "Trust" includes a common-law trust, statutory trust, and foreign statutory trust.
(12) "Trust instrument" means a record other than the certificate of trust which provides for the governance of the affairs of a statutory trust and the conduct of its business. The term "trust instrument" includes a trust agreement, a declaration of trust, and bylaws.
(13) "Trustee" means a person designated, appointed, or elected as a trustee of a statutory trust or foreign statutory trust in accordance with the governing instrument or applicable law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 102 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Except as otherwise provided in subsection (b) of this section or § 29- 1201.04, the governing instrument shall govern the:
(1) Management, affairs, and conduct of the business of a statutory trust; and
(2) Rights, interests, duties, obligations, and powers of, and the relations among, the trustees, the beneficial owners, the statutory trust, and other persons.
(b) To the extent the governing instrument does not otherwise provide for a matter described in subsection (a) of this section, this chapter shall govern the matter.
(c) The governing instrument may include one or more instruments, agreements, declarations, bylaws, or other records and refer to or incorporate any record.
(d) The governing instrument may be amended with the approval of all the beneficial owners.
(e) Subject to § 29-1201.04, without limiting the terms that may be included in a governing instrument, the governing instrument may:
(1) Provide the means by which beneficial ownership is determined and evidenced;
(2) Limit a beneficial owner's right to transfer its beneficial interest;
(3) Provide for one or more series under subchapter IV of this chapter;
(4) To the extent that voting rights are granted under the governing instrument, include terms relating to:
(A) Notice of the date, time, place, or purpose of any meeting at which any matter is to be voted on;
(B) Waiver of notice;
(C) Action by consent without a meeting;
(D) Establishment of record dates;
(E) Quorum requirements;
(F) Voting:
(i) In person;
(ii) By proxy;
(iii) By any form of communication that creates a record, telephone, or video conference; or
(iv) In any other manner; or
(G) Any other matter with respect to the exercise of the right to vote;
(5) Provide for the creation of one or more classes of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties;
(6) Provide for any action to be taken without the vote or approval of any particular trustee or beneficial owner, or classes of trustees, beneficial owners, or beneficial interests, including:
(A) Amendment of the governing instrument;
(B) Merger, conversion, or reorganization;
(C) Appointment of trustees;
(D) Sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the property of the statutory trust or the property of any series thereof; and
(E) Dissolution of the statutory trust;
(7) Provide for the creation of a statutory trust, including the creation of a statutory trust to which all or any part of the property, liabilities, profits, or losses of a statutory trust may be transferred or exchanged, and for the conversion of beneficial interests in a statutory trust, or series thereof, into beneficial interests in the new statutory trust or series thereof;
(8) Provide for the appointment, election, or engagement of agents or independent contractors of the statutory trust or delegates of the trustees, or agents, officers, employees, managers, committees, or other persons that may manage the business and affairs of the statutory trust, designate their titles, and specify their rights, powers, and duties;
(9) Provide rights to any person, including a person that is not a party to the governing instrument;
(10) Subject to paragraph (11) of this subsection, specify the manner in which the governing instrument may be amended, including, unless waived by all persons for whose benefit the condition or requirement was intended, a:
(A) Condition that a person that is not a party to the instrument shall approve the amendment for it to be effective; and
(B) Requirement that the governing instrument may be amended only as provided in the governing instrument or as otherwise permitted by law.
(11) Provide that a person may comply with paragraph (10) of this subsection by a representative authorized by the person orally, in a record, or by conduct;
(12) Provide that a person becomes a beneficial owner, acquires a beneficial interest, and is bound by the governing instrument if the person complies with the conditions for becoming a beneficial owner set forth in the governing instrument, such as payment to the statutory trust or to a previous beneficial owner;
(13) Provide that the statutory trust or the trustees, acting for the statutory trust, hold beneficial ownership of any income earned on securities held by the statutory trust that are issued by any business entity formed, organized, or existing under the laws of any jurisdiction;
(14) Provide for the establishment of record dates;
(15) Grant to, or withhold from, a trustee or beneficial owner, or class of trustees or beneficial owners, the right to vote, separately or with any or all other trustees or beneficial owners, or class of trustees or beneficial owners, on any matter; and
(16) Limit the duration of the statutory trust.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 103 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
The governing instrument shall not:
(1) Vary the requirements of subchapter II of this chapter;
(2) Vary the choice of governing law under § 29-1203.01;
(3) Negate the exclusion of a predominantly donative purpose under § 29- 1203.03;
(4) Vary the provisions pertaining to series trusts in §§ 29-1204.01, 29- 1204.02(b), 29-1204.03, and 29-1204.04(c);
(5) Vary the standards of conduct for trustees under § 29-1205.05, but the governing instrument may prescribe the standards by which good faith, best interests of the statutory trust, and care that a person in a similar position would reasonably believe appropriate under similar circumstances are determined, if the standards are not manifestly unreasonable;
(6) Vary the obligation under § 29-1205.06 to act in good faith if a trustee or other person is not to be liable for relying on the terms of the governing instrument, the records of the statutory trust, or the opinions, reports, or statements of an expert, but the governing instrument may prescribe the standards for assessing whether the reliance was in good faith, if the standards are not manifestly unreasonable;
(7) Restrict the right of a trustee to information under § 29-1205.08, but the governing instrument may prescribe the standards for assessing whether information is reasonably related to the trustee's discharge of the trustee's duties as trustee, if the standards are not manifestly unreasonable;
(8) Vary the prohibition under § 29-1205.09 of indemnification, advancement of expenses, or exoneration for conduct involving bad faith, willful misconduct, or reckless indifference;
(9) Vary the obligation of a trustee under § 29-1205.10(c) not to follow a direction that is manifestly contrary to the terms of the governing instrument or would constitute a serious breach of fiduciary duty by the trustee;
(10) Restrict the right of a judgment creditor of a beneficial owner to seek a charging order under § 29-1206.06;
(11) Restrict the right of a beneficial owner to information under § 29- 1206.08, but the governing instrument may prescribe the standards for assessing whether information is reasonably related to the beneficial owner's interest, if the standards are not manifestly unreasonable;
(12) Restrict the right of a beneficial owner to bring an action under § 29- 1206.09, but the governing instrument may subject the right to additional standards and restrictions, including a requirement that beneficial owners owning a specified amount or type of beneficial interest, including in a series trust an interest in the series, join in bringing the action, if the additional standards and restrictions are not manifestly unreasonable;
(13) Vary the provisions pertaining to merger in §§ 29-1207.01, 29- 1207.04, and 29-1207.05;
(14) Vary the provisions pertaining to dissolution in §§ 29-1208.01 and 29-1208.02 through 29-1208.05;
(15) Vary the provisions relating to foreign statutory trusts in subchapter V of Chapter 1 of this title; or
(16) Vary the miscellaneous provisions in subchapter VII of Chapter 1 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 104 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
The law of the District pertaining to common-law trusts shall supplement this chapter. However, a governing instrument may supersede or modify application to the statutory trust of any law of the District pertaining to common-law trusts.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 105 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) This chapter shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
(b) The presumption that a civil statute in derogation of the common law is construed strictly shall not apply to this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 106 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
