Amend HB 2241 by striking page 7, line 22 to page 9, line 21 
and substituting the following:
	Sec. 116.006.  JUDICIAL CONTROL OF DISCRETIONARY POWER.  
(a)  The court may not order a trustee to change a decision to 
exercise or not to exercise a discretionary power conferred by 
Section 116.005 of this chapter unless the court determines that 
the decision was an abuse of the trustee's discretion.  A trustee's 
decision is not an abuse of discretion merely because the court 
would have exercised the power in a different manner or would not 
have exercised the power.
	(b)  The decisions to which Subsection (a) applies include:             
		(1)  a decision under Section 116.005(a) as to whether 
and to what extent an amount should be transferred from principal to 
income or from income to principal; and
		(2)  a decision regarding the factors that are relevant 
to the trust and its beneficiaries, the extent to which the factors 
are relevant, and the weight, if any, to be given to those factors, 
in deciding whether and to what extent to exercise the 
discretionary power conferred by Section 116.005(a).
	(c)  If the court determines that a trustee has abused the 
trustee's discretion, the court may place the income and remainder 
beneficiaries in the positions they would have occupied if the 
discretion had not been abused, according to the following rules:
		(1)  to the extent that the abuse of discretion has 
resulted in no distribution to a beneficiary or in a distribution 
that is too small, the court shall order the trustee to distribute 
from the trust to the beneficiary an amount that the court 
determines will restore the beneficiary, in whole or in part, to the 
beneficiary's appropriate position;
		(2)  to the extent that the abuse of discretion has 
resulted in a distribution to a beneficiary which is too large, the 
court shall place the beneficiaries, the trust, or both, in whole or 
in part, in their appropriate positions by ordering the trustee to 
withhold an amount from one or more future distributions to the 
beneficiary who received the distribution that was too large or 
ordering that beneficiary to return some or all of the distribution 
to the trust; and
		(3)  to the extent that the court is unable, after 
applying Subdivisions (1) and (2), to place the beneficiaries, the 
trust, or both, in the positions they would have occupied if the 
discretion had not been abused, the court may order the trustee to 
pay an appropriate amount from its own funds to one or more of the 
beneficiaries or the trust or both.
	(d)  If the trustee of a trust reasonably believes that one 
or more beneficiaries of such trust will object to the manner in 
which the trustee intends to exercise or not exercise a 
discretionary power conferred by Section 116.005 of this chapter, 
the trustee may petition the court having jurisdiction over the 
trust, and the court shall determine whether the proposed exercise 
or nonexercise by the trustee of such discretionary power will 
result in an abuse of the trustee's discretion.  The trustee shall 
state in such petition the basis for its belief that a beneficiary 
would object.  The failure or refusal of a beneficiary to sign a 
waiver or release is not reasonable grounds for a trustee to believe 
the beneficiary will object.  The court may appoint one or more 
guardians ad litem pursuant to Section 115.014 of this subtitle.  If 
the petition describes the proposed exercise or nonexercise of the 
power and contains sufficient information to inform the 
beneficiaries of the reasons for the proposal, the facts upon which 
the trustee relies, and an explanation of how the income and 
remainder beneficiaries will be affected by the proposed exercise 
or nonexercise of the power, a beneficiary who challenges the 
proposed exercise or nonexercise has the burden of establishing 
that it will result in an abuse of discretion.  The trustee shall 
advance from the trust principal all costs incident to the judicial 
determination, including the reasonable attorney's fees and costs 
of the trustee, any beneficiary or beneficiaries who are parties to 
the action and who retain counsel, and any guardian ad litem.  At 
the conclusion of the proceeding, the court may award costs and 
reasonable and necessary attorney's fees as provided in Section 
114.064 of this subtitle, including, if the court considers it 
appropriate, awarding part or all of such costs against the trust 
principal or income, awarding part or all of such costs against one 
or more beneficiaries or such beneficiary's or beneficiaries' share 
of the trust, or awarding part or all of such costs against the 
trustee in the trustee's individual capacity if the court 
determines the trustee's exercise or nonexercise of discretionary 
power would have resulted in an abuse of discretion or that the 
trustee did not have reasonable grounds for believing one or more 
beneficiaries will object to the proposed exercise or nonexercise 
of the discretionary power.