Necessary provisions for
GIFT ANNUITY FUNDS TRUST

•	No bankers’ liens:  Bank may not charge fund for its fees;  Bank must bill (Foundation) Trustor separately.

•	Trust must be a separate account physically and legally segregated from the other assets of the Trustor.

•	Distribution of excess amounts in fund:  per request in writing signed by an officer of the Trustor, containing the officer’s certification that the Board of Directors of the Trustor (i) authorized such a withdrawal, and (ii) determined that such a withdrawal will consist of amounts that are over and above the reserve required to be maintained under the provisions of the California Insurance Code then in effect.

•	Trustee acts as investment adviser to the Trustor with respect to the assets of the trust, but Trustee makes investment changes in the trust only with the prior approval of the Trustor.

•	All investment of the assets of the trust solely in investments complying with the provisions of the California Insurance Code Sections 11521.2 and 1170 through 1182.

•	Trustee is responsible for physical loss of or damage to the securities under its care, custody, and control or under the care, custody, possession, and control of its nominees, depositories, Federal Reserve Banks, and agents.  In the event of loss of or damage to such securities, Trustee shall, upon demand by the Trustor, promptly replace such securities with like kind and quality together with all rights and privileges pertaining to such securities, or if acceptable to the Trustor, deliver cash equal to the then fair market value of the securities. 

•	All records of the trust available for inspection by the Trustor, the Trustor’s auditors, the California Insurance Commissioner or his designee, and any other person duly authorized by the Trustor;  plus written verification of securities on request. 

•	Trustor may revoke at any time;  prior written consent of Department of Insurance required. 

•	No amendment without prior written consent of Department of Insurance.

•	Agreement is not assignable;  if Bank resigns as Trustee (30 days written notice) it may appoint a successor with prior written consent of California Department of Insurance.

•	Proxies to be forwarded to the Trustor.

•	California law governs.  (If Bank is in California.)

FORM CGA LEGAL/FAD 005