FOURTH DIVISION
April 17, 2003

PRESIDING JUSTICE THEIS delivered the opinion of the court:

Plaintiffs, Charles Foster Brown III, Heidi Hall Jones, and Ned Ochiltree, Jr., in theircapacity as trustees of the Meyer Family Foundation (the Trustees), sought a declaratoryjudgment that the plain language of the Meyer Trust Agreement (the Trust Agreement) permittedthem to terminate the Meyer Family Foundation (the Trust) and distribute the corpus of the Trustto the Oakleaf Foundation, under which the Trustees would serve as some of its fiduciaries. Defendant, the Attorney General of the State of Illinois, on behalf of the beneficiaries of theMeyer Family Foundation (the Attorney General), filed a two-count counterclaim. He allegedthat the proposed distribution violated the terms of the Trust Agreement, was a breach of theTrustees' fiduciary duty, and that the Trustees had unclean hands. After a bench trial, the trialcourt granted judgment in favor of the Trustees on their declaratory judgment action providedthat certain modifications were made to the articles of incorporation and the bylaws of the newlyestablished Oakleaf Foundation. Additionally, the trial court entered judgment against theAttorney General on his counterclaim, finding that the Trustees had not acted contrary to theTrust Agreement.

On appeal, the Attorney General contends that (1) the distribution to the OakleafFoundation violates the unambiguous terms of the Trust Agreement; (2) where the trustbeneficiaries affirmatively requested that the Trust terminate, the Trustees must follow thatdirective and terminate their relationship with the Trust corpus; (3) the Oakleaf Foundationcauses indeterminate and unnecessary administrative costs that would be avoided by a directdistribution to charity; and (4) the Trustees cannot be permitted to extend their control over theTrust corpus through the Oakleaf Foundation because they have unclean hands. For thefollowing reasons, we affirm the judgment of the circuit court.

BACKGROUND

On December 23, 1946, C. Louis Meyer (the Grantor) established the Meyer-CecoFoundation, also known as the Meyer Family Foundation, by a written Trust Agreement betweenhimself, and his wife, Mary Luman Meyer, his daughter, Mary Elaine Meyer Moseman, and anemployee of his company, J. Edmond Grogan, as trustees. The Agreement was executed inNebraska. The Meyer Family Foundation is now an Illinois charitable trust pursuant to theCharitable Trust Act (the Act) (760 ILCS 55/1 et seq. (West 2000)). Since 1969, the Foundationhas also been administered as a private foundation within the meaning of section 509(a) of theInternal Revenue Code of 1986 (the Revenue Code) (IRC