Loading...
HomeMy WebLinkAbout00-0364~, a,;~~~; t~5.~3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA. ORPHANS' COURT DIVISION NO 21-00-364 ROLLING GREEN CEMETERY SECOND AND FINAL ACCOUNT OF WACHOVIA BANK, N.A. TRUSTEE FOR THE TRUST ESTABLISHED UNDER THE SCI MASTER CEMETERY PERMANENT LOT CARE FUND DATED OCTOBER 31, 1995 OF GIBRALTER MASOLEUM CORPORATION D/B/A THE ROLLING GREEN CEMETERY Date of Agreement: Date of First Receipt of Funds: Accounting for the period: 10/31/95 04/10/96 10/01/99 to 09/29/06 Purpose of Account: The Trustee offers this Account to acquaint interested parties with the transactions that have occurred during the Administration. It is important that the Account be carefully examined. Requests for additional information, questions or objections can be discussed with: Carl Savoia Vice President US Bank Private Client Group 200 S. Biscayne Blvd Miami, FL 33131 Ph (305)-350-1745 And Bernard Glassman, Esquire Blank, Rome, LLP One Logan Square Philadelphia, PA 19103 Ph (215)-569-5571 Attorney Number: 02851 1519601289 - 1 - C7 ~~ ~ ~.. O o CO _~.'t C~ ` ,~ ~ -, _T_ C"9 ~ .~. , <~_ ..~ __ `~ ^'~' -~ i r- LL _ .J y. /~ 1 . _~~.A ._, ,.1 SUMMARY OE ACCOUNT TO'PAL GROSS ESTATE $ 2,447,785.43 ------------------ ---------------- PRINCIPAL PAGES Receipts 3-12 $ 1,820,636.77 Net Loss on Sales or Disposition 13-16 -146,258.22 $ 1,674,378.55 Less Disbursements: Federal State and Local Taxes 17-18 $ 20,562.00 Fiduciary Fees 18 1,397.36 General Disbursements 18 371.71 -22,331.07 Balance before Distributions $ 1,652,047.48 Principal Balance on Hand 19 $ 1,652,047.48 For Information: Investments Made 20-25 INCOME Receipts Less Disbursements Balance before Distributions Distributions to Beneficiaries Income Balance on Hand COMB:LNED BALANCE ON HAND Verification 26-44 $ 627,148.66 45-56 -54,994.75 $ 572,153.91 57-60 -572,153.91 61 $ .00 $ 1,652,047.48 62 1519601289 - 2 - PRINCIPAL RECEIPTS Per Decree Of Hoffer, J Dated June 20, 2000 Upon The First Account Filed Mutual Funds 1,732.6286 Units Cohen & Steers Rlty Shs Inc $ 80,169.34 83,774.0293 Units Memorial Fds Corp Bd Fd Instl Sh 836,269.05 15,160.0445 Units Oppenheimer Equity Income Fd C1 A 210,738.48 3,139.7336 Units Putnam Conv Income Growth Tr Sh Ben Int 65,284..01 5,649.343 Units Standish Ayer & Wood Invt Tr Intl Fixed Income Fd 137,518.58 Partnership Interest 1,894.1145 Units Millennium Income Fund 182,721.48 $ 1,512,700.94 Cash 34,601.99 $ 1,547,302.93 ADJUSTMENTS TO INVENTORY 10/01/99 Adjustment To Cash From Prior Accounting RECEIVED AS: Cash $ 34,601.99 SHOULD BE: Cash 38,635.37 4,033.38 FORWARD $ 1,551,336.31 1519Ei01289 - 3 - PRINCIPAL RECEIPTS (cont'd) FORWARD ADJUSTMENTS TO INVENTORY (cont'd) 10/01/99 Adjustment To Shares And Book Value From Prior Accountina RECEIVED AS: 1,732.6286 Units Cohen & Steers Rlty Shs Inc $ SHOULD BE: 1,732.6287 Units Cohen & Steers Rlty Shs 80,169.34 Inc 80,169.63 10/01/99 Adjustment To Shares From Prior Accountina RECEIVED AS: 83,774.0293 Units Memorial Fds Corp Bd Fd Instl Sh $ 836,269.05 SHOULD BE: 83,774.0294 Units Memorial Fds Corp Bd Fd Instl Sh 836,269.05 10/01/99 Adjustment To Shares And Book Value. From Prior Accountina RECEIVED AS: 15,160.0445 Units Oppenheimer Equity Income Fd C1 A $ SHOULD BE: 15,165.3574 Units Oppenheimer Equity Income Fd Cl A FORWARD 210,738.48 210,606.75 $ 1,551,336.31 29 -131.73 $ 1,551,204.87 1519601289 - 4 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 1,551,204.87 ADJUSTMENTS TO INVENTORY (cont'd) 10/01/99 Adjustment To Shares And Book Value From Prior Accounting RECEIVED AS: 3,139.7336 Units Putnam Conv Income Growth Tr Sh Ben Int $ 65,284.01 SHOULD BE: 3,143.6476 Units Putnam Conv Income Growth Tr Sh Ben Int 65,362.02 78.01 10/01/99 Adjustment To Shares And Book Value From Prior Accounting RECEIVED AS: 5,649.343 Units Standish Ayer & Wood Invt Tr Intl Fixed Income Fd $ 137,518.58 SHOULD BE: 5,649.536 Units Standish Ayer & Wood Invt Tr Intl Fixed Income Fd 137,493.32 -25.26 SUBSEQUENT RECEIPTS Received From SCI Management Corporation 10/15/99 Cash $ 1,592.46 11/12/99 Cash 2,471.46 01/14/00 Cash 1,727.51 02/14/00 Cash 1,900.26 FORWARD $ 7,691.69 $ 1,551,257.62 1519601289 - 5 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 7,691.69 $ 1,551,257.62 SUBSEQUENT RECEIPTS (cont'd) Received From SCI Management Corporation (cont'd) 04/.i_4/00 Cash 1,219.25 05/7.5/00 Cash 1,575.17 06/]_5/00 Cash 382.64 07/].4/00 Cash 1,478.20 08/1.5/00 Cash 1,587.87 09/1.5/00 Cash 1,033.57 10/1.3/00 Cash 1,834.03 11/16/00 Cash 2,224.60 12/18/00 Cash ggg_42 01/16/01 Cash 1,755.70 02/16/01 Cash 1,228.99 04/13/01 Cash 592.61 05/15/01 Cash 1,028.92 06/18/01 Cash 2,748.60 07/13/01 Cash 1,800.28 08/15/01 Cash 1,127.53 09/17/01 Cash 2,794.14 FORWARD $ 33,053.21 $ 1,551,257.62 1519'001289 - 6 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 33,053.21 $ 1,551,257.62 SUBSEQUENT RECEIPTS (cont'd) Received From SCI Management Corporation (cont'd) 10/15/01 Cash 1,673.71 11/15/01 Cash 3,045.57 12/:14/01 Cash 4,030.42 12/:31/01 Cash 2,537.09 01/:15/02 Cash 1,416.07 02/:14/02 Cash 4,277.78 04/:16/02 Cash 574.45 05/:L5/02 Cash 2,188.64 06/:L4/02 Cash 4,269.39 07/15/02 Cash 1,069.20 08/14/02 Cash 2,059.17 09/13/02 Cash 35,220.51 10/:15/02 Cash 1,284.45 11/]_5/02 Cash 1, 437.03 12/]_3/02 Cash 1,280.26 01/7.3/03 Cash 2,932.85 01/]_5/03 Cash ~ 808.19 FORWARD $ 103,157.99 $ 1,551,257.62 1510601289 - 7 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 103,157.99 $ 1,551,257.62 SUBSEQUENT RECEIPTS (cont'd) Received From SCI Management Corporation (cont'd) 02/:L4/03 Cash 1,740.32 03/:14/03 Cash 1,896.31 04/:L5/03 Cash 1,495.53 05/i5/03 Cash 1,295.99 06/03/03 Cash 100.00 06/7.3/03 Cash 1, 328. O1 07/]_5/03 Cash 1,263.55 08/]_4/03 Cash 1,881.75 09/].5/03 Cash 1,306.70 10/].5/03 Cash 1,846.11 11/].4/03 Cash 1,710.40 12/1.5/03 Cash 1,060.69 01/1.5/04 Cash 1,265.47 02/1.3/04 Cash 1,002.75 03/1.5/04 Cash 116.74 03/1.5/04 Cash 768.42 04/15/04 Cash 2,332.92 FORWARD $ 125,569.65 $ 1,551,257.62 1519601289 - 8 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 125,569.65 $ 1,551,257.62 SUB;iEQUENT RECEIPTS (cont'd) Received From SCI Management Corporation (cont'd) 05/].4/04 Cash 1,432.08 05/2:8/04 Cash 46.77 06/15/04 Cash 1,610.80 07/15/04 Cash 2,447.91 08/13/04 Cash 308.72 09/17/04 Cash 29.40 09/28/04 Cash 5,406.10 10/22/04 Cash 1,143.65 11/24/04 Cash 1,205.34 12/22/04 Cash 1,229.25 01/26/05 Cash 2,026.76 02/2:3/05 Cash 1,786.49 03/24/05 Cash 2,061.39 04/28/05 Cash 3,722.73 05/2"7/05 Cash 1,322.13 06/29/05 Cash 1,977.68 08/07_/05 Cash 3,266.51 FORWARD $ 156,593.36 $ 1,551,257.62 1519F~01289 - g - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 156,593.36 $ SUBEiEQUENT RECEIPTS (cont'd) Received From SCI Management Corporation (cont'd) 08/29/05 Cash 324.86 09/30/05 Cash 1,711.55 10/27/05 Cash 943.35 11/29/05 Cash 1,126.09 12/29/05 Cash 1,444.87 01/27/06 Cash 2,535.79 02/27/06 Cash 1,508.62 03/29/06 Cash 2,155.68 04/27/06 Cash 2,509.97 05/30/06 Cash 1,749.96 06/30/06 Cash 2,884.86 07/2!3/06 Cash 818.05 08/30/06 Cash 1,641.44 09/29/06 Cash 3,527.00 10/14/99 Millennium Income Fund Capital Gain 10/2E3/99 Reversal Of 4/15/99 Received 3.914 Units Putnam Conv Income Growth Tr Sh Ben Int FORWARD 1,551,257.62 181,475.45 3.00 -78.01 $ 1,732,658.06 1519E~01289 - 10 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 1,732,658.06 SUBSEQUE NT RECEIPTS (cont'd) 12/1.0/99 Received From US Treasury 1998 1041 Refund 43,452.00 12/17/99 Millennium Income Fund Capital Gain 1,402.00 12/20/99 Millennium Income Fund Capital Gain 75.00 12/28/99 Transferred From Income Short Term Capital Gain Dividend On Oppenheimer Equity Fund 640.64 12/28/99 Transferred From Income Short Term Capital Gain Dividend On Oppenheimer Equity Fund 380.34 O1/11/00 Short Term Capital Gains Dividend On Putnam Conv Income Growth Tr 3,667.21 01/11/00 Long Term Capital Gains Dividend On Putnam Conv Income Growth Tr 2,097.34 01/14/00 Long Term Capital Gains Dividend On Oppenheimer Equity Income Fd C1 A 15,986.11 02/2:3/00 Transferred From Income To Correct Fees Taken From Principal 7/10/96 - 3/10/97 62.33 05/16/00 Received From Commonwealth Of Penna 1998 State Fid Tax Refund 2,421.91 08/08/00 Millennium Income Fund Capital Gain 2,845.00 11/1'7/00 Received From Suntrust Bank - Atlanta GA B/0 Donaldson And Company Inc Represents Rebate Of Investment Advisory Fee 37.03 FORWARD $ 1,805,724.97 1519E~01289 - 11 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 1,805,724.97 SUB:~EQUENT RECEIPTS (cont'd) 11/25/02 Received Millennium Income Fund Capital Gain Per 2001 K-1 6,302.00 10/20/05 Received From Millenium Income Fund LLC On Millennium Income Fund Millenium Income Fund Capital Gain Distribution 8,609.80 TOTAL PRINCIPAL RECEIPTS $ 1,820,636.77 1519Ei01289 - 12 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTHER DISPOSITIONS GAIN LOSS 02%28/00 1,821.3053 Units Cohen•& Steers Rlty Shs Inc Net Proceeds 64,874.89 Acquisition Value 83,317.31 $ 18,442.42 02%28/00 6,004.472 Units Standish Ayer & Wood Invt Tr Intl Fixed Income Fd Net Proceeds 129,036.10 Acquisition Value 145,071.20 16,035.10 02/29/00 19,211.7949 Units Oppenheimer Equity Income Fd C1 A Net Proceeds 210,994.09 Acquisition Value 257,715.58 46,721.49 03/02/00 3,648.7586 Units Putnam Conv Income Growth Tr Sh Ben Int Net Proceeds 74,159.72 Acquisition. Value 75,038.74 879.02 03/02/00 8,351.178 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 78,000.00 Acquisition Value 83,336.98 5,336.98 03/28/00 8,060.888 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 75,691.74 Acquisition Value 80,440.16. 4,748.42 04/20/00 8,026.671 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 75,691.51 Acquisition Value 80,098.71 4,407.20 FORWARD $ 96,570.63 1519601289 - 13 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTHER DISPOSITIONS (cont'd) GAIN LOSS FORWARD $ 96,570.63 05!23/00 12,585.743 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 114,278.55 Acquisition Value 125,594.00 11,315.45 06;23/00 8,148.203 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 76,185.70 Acquisition Value 81,311.48 5,125.78 07;25/00 8,235.248 Units Memorial Fds Corp Bd Fd Inst1 Sh Net Proceeds 76,587.81 Acquisition Value 82,180.11 5,592.30 08/08/00 Delivered Millennium Income Fund 1999 Partnership Ordinary Income K-1 Final Net Proceeds .00 Acquisition Value 1,963.00 1,963.00 08%21/00 8,182.1913 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 76,994.42 Acquisition Value 81,650.66 4,656.24 09%25/00 8,218.7471 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 77,009.66 Acquisition Value 82,015.45 5,005.79 10/23/00 8,149.1693 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 77,009.65 Acquisition Value 81,321.13 4,311.48 FORWARD $ 134,540.67 1519601289 - 14 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTHER DISPOSITIONS (cont'd) GAIN LOSS FORWARD $ 134,540.67 11/17/00 6,221.5782 Units Memorial Fds Corp Bd Fd Instl Sh Net Proceeds 58,420.62 Acquisition Value 62,085.56 3,664.94 04/06/01 2,953.9007 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 30,500.00 Acquisition Value 29,920.76 $ 579.24 07/11/01 Adjust Bk Value Millennium Income Fund Net Proceeds .00 Acquisition Value 2,171.48 2,171.48 O1/G8/02 1,164.3969 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 12,000.00 Acquisition Value 11,809.63 190.37 03/07/02 1,063.3053 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 11,000.00 Acquisition Value 10,786.92 213.08 09/09/02 1,266.4028 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 13,000.00 Acquisition Value 12,847.78 152.22 11/20/02 Delivered Millennium Income Fund Ordinary Loss Per 2001 K-1 Net Proceeds .00 Acquisition Value 8,793.00 8,793.00 FORWARD $ 1,134.91 $ 149,170.09 1519601289 - 15 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTHER DISPOSITIONS (cont'd) FORWARD 06/01/05 341.7683 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 4,000.00 Acquisition Value 3,476.77 04/:17/06 857.8314 Units SCI Perpetual Care Common Fund Of Wachovia National Bank Net Proceeds 10,000.00 Acquisition Value 8,746.27 TOTALS NET LOSS TRANSFERRED TO SUMMARY GAIN LOSS $ 1,134.91 $ 149,170.09 523.23 1,253.73 $ 2,911.87 $ 149,170.09 $ 146,258.22 --------------- --------------- 151960:L289 - 16 - FEDERAL STATE AND LOCAL TAXES Commissioner of Revenue Services Pennsylvania Fiduciarv Income Tax 09/12/01 3rd Quarter Estimated 01/11/02 9th Quarter Estimated 04/12/04 1st Quarter Estimated 04/12/04 Balance Due 06/10/04 2nd Quarter Estimated 09/13/04 3rd Quarter Estimated 01/13/05 4th Quarter Estimated 04/11/05 1st Quarter Estimated 04/11/05 Balance Due 06/13/05 2nd Quarter Estimated 09/01/05 3rd Quarter Estimated 01/11/06 9th Quarter Estimated 04/10!06 Balance Due 04/12/06 1st Quarter Estimated 06/12/06 2nd Quarter Estimated Internal Revenue Service Federal Fiduciarv Income Tax 04(14/05 1st Quarter Estimated DISBURSEMENTS OF PRINCIPAL $ 17.00 35.00 415.00 1,320.00 415.00 124.00 623.00 318.00 546.00 62.00 285.00 99.00 1,344.00 245.00 31.00 $ 5,879.00 $ 297.00 FORWARD $ 297.00 $ 5,879.00 1519601289 - 17 - DISBURSEMENTS OF PRINCIPAL (cont'd) FORWARD $ 297.00 $ FEDERAL STATE AND LOCAL TAXES (cont'd) Internal Revenue Service Federal Fiduciary Income Tax (cont'd) 04/15/05 Balance Due 04/11/06 Balance Due 04/13/06 1st Quarter Estimated Pennsylvania Dept Of Revenue 04/13/00 Balance Due 04/04;01 2000 PA41 297.00 11,003.00 1,207.00 5,879.00 12,804.00 $ 1,431.00 448.00 1,879.00 $ 20,562.00 FIDUC]:ARY FEES Wachovia Bank, N.A. 10/25/05 $ 696.57 01/25/06 700.79 1,397.36 1,397.36 GENERAL DISBURSEMENTS Transfers from Principal to Income 02/23/00 To Correct Putnam Dividends Paid To Principal 7/3/97, 3/11-12/98 In Error 4/23/98 Entry Short $371.71 371.71 371.71 TQTAL DISBURSEMENTS OF PRINCIPAL $ 22,331.07 ------------- --------------- 1519601289 - 18 - PRINCIPAL BALANCE ON HAND Trust Funds FIDUCIARY VALUE AT ACQUISITION 09/29/2006 VALUE 139,,982.5883 Uts. SCI Perpetual Care Common Fund Of Wachovia National Bank $ 1,686,692.20 $ 1,427,961.87 Partnership Interest 1,894.1145 Uts. Millennium Income Fund .193,332.27 180,421.00 $ 1,880,024.47 $ 1,608,382.87 CASH (AUTOMATICALLY INVESTED) 43,664.61 43,664.61 TOTAL PRINCIPAL BALANCE ON HAND $ 1,923,689.08 $ 1,652,047.48 The above Principal Balance is subject to the payment of counsel fees in the sum of $4,000.00 plus the costs of filing the Account. 1519601289 - 19 - PRINCIPAL INVESTMENTS MADE 10/26/99 177.2855 Units Oppenheimer Equity Income Fd Cl A $ 2,285.21 11/23/99 41.3306 Units Cohen & Steers Rlty Shs Inc 1,46b.41 12/23/99 180.126 Units Memorial Fds Corp Bd Fd Instl Sh 1,684.18 12/23/99 206.424 Units Putnam Conv Income Growth Tr Sh Ben Int 3,990.18 12/23/99 47.346 Units Cohen & Steers Rlty Shs Inc 1,681.27 12/23/99 354.936 Units Standish Ayer & Wood Invt Tr Intl Fixed Income Fd 7,577.88 12/23/99 2,494.594 Units Oppenheimer Equity Income Fd Cl A 28,837.51 01/11/00 192.504 Units Putnam Conv Income Growth Tr Sh Ben Int 3,667.21 O1/11/00 110.097 Units Putnam Conv Income Growth Tr Sh Ben Int 2,097.34 01114/00 1,374.558"Units Oppenheimer Equity Income Fd Cl A 15,986.11 01/24/00 225.4615 Units Memorial Fds Corp Bd Fd Instl Sh 2,081.01 03/01/00 55,400 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 554,000.00 04/07/00 11,412.6551 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 115,800.00 05/04/00 3,377.0831 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 34,000.00 FORWARD $ 775,154.31 151960::289 - 20 - PRINCIPAL INVESTMENTS MADE (cont'd) FORWARD $ 775,154.31 06/16/00 9,931.7411 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 100,000.00 07/07/00 9,277.553 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 94,000.00 08/03/00 7,717.2471 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 79,000.00 09107/00 7,546.1512 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 78,500.00 10/05/00 7,402.945 Units SCI Perpetual Care • Common Fund Of Wachovia National Bank 77,000.00 11/06/00 7,634.8951 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 79,000.00 12/06/00 5,914.6296 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 61,000.00 O1/OS/Ol 96.8083 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 02/07/01 95.2769 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 03/08/01 95.8888 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 05/07/01 5,985.0193 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 62,000.00 06/06/01 96.4071 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 07/10/01 290.5402 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 FORWARD $ 1,412,654.31 1519601289 - 21 - PRINCIPAL INVESTMENTS MADE (cont'd) FORWARD $ 1,412,654.31 08/07/01 144.1705 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 09/11/01 95.9502 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 10/04/01 267.5508 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,750.00 11/08/01 192.5206 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 12/07/01 361.8541 Units SCI Perpetual Care Common Fund Of Wachovia .National Bank 3,750.00 02/07/02 1,841.7979 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 19,000.00 06/06/02 289.7424 Units SCI Perpetual Care Common ,Fund Of Wachovia National Bank 3,000.00 07/11/02 340.8741 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,500.00 08/08/02 1,680.8323 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 17,000.00 10/08/02 3,281.6414 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 33,500.00 11/08/02 147.8098 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 12/09!02 145.9238 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 01/09/03 96.4632 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 FORWARD $ 1,503,654.31. 1519601289 - 22 - PRINCIPAL INVESTMENTS MADE (cont'd) FORWARD $ 1,503,654.31 02/07/03 289.427 8 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 03/07/03 191.81 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 04/07/03 191.3982 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 05/07/03 93.8216 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 06/06/03 137.7905 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 07/08/03 45.9262 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 500.00 08/0'7/03 116.8152 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,250.00 09/05/03 233.3823 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,500.00 10/07/03 92.3621 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 11/07/03 137.3977 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 12/05/03 136.3279 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 01/09/04 44.3865 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 500.00 02/06/04 43.9684 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 500.00 FORWARD $ 1,522,404.31 151960:L289 - 23 - PRINCIPAL INVESTMENTS MADE (cont'd) FORWARD $ 1,522,404.31 03/05/04 87.2192 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 04/07/04 43.5069 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 500.00 06/07/04 269.8549 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 08/02/04 312.0593 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,500.00 10/01/04 436.7499 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 5,000.00 12/01/04 171.7606 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 02/01/05 128.3183 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 03/01/05 171.003 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 04/01/05 174.0741 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 05/02/05 260.3377 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 07/01/05 508.835 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 6,000.00 08/01/05 42.248 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 500.00 09/01/05 212.1304 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,500.00 FORWARD $ 1,554,904.31 1519601289 - 24 - PRINCIPAL INVESTMENTS MADE (cont'd) FORWARD $ 1,554,904.31 11/01/05 824,5999 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 9,500.00 12/01/05 129.6779 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,500.00 12/16/05 85.5055 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 1,000.00 02/01/06 169.5211 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 03/16/06 169.0279 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 2,000.00 06/16/06 258.9462 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 07/17/06 258.0315 Units SCI Perpetual Care Common Fund Of Wachovia National Bank 3,000.00 TOTAL PRINCIPAL INVESTMENTS MADE $ 1,576,904.31 --------------- --------------- 1519601289 - 25 - RECEIPTS OF INCOME Prior Award: Per Decree Of Hoffer, J Dated June 20, 2000 Upon The First Account Filed 10/01/99 Cash $ 24,444.40 Trust Funds SCI Perpetual Care Common Fund Of Wachovia National Bank 04/07/00 Income 55,400 Units 05/04/00 Income 66,812.6551 Units 06/16/00 Income 70,189.7382 Units 07/07/00 Income 80,121.4793 Units 08/03/00 Income 89,399.0323 Units 09/07/00 Income 97,116.2794 Units 10/05/00 Income 104,662.4306 Units 11/06!00 Income 112,065.3756 Units 12106/00 Income 119,700.2707 Units 01/08/01 Income 125,614.9003 Units 02/07/01 Income 125,711.7086 Units 03/08/01 Income 125,806.9855 Units 04/06/01 Income ,125,902.8743 Units 05/07/01 Income 122,948.9736 Units FORWARD 3,866.65 2,266.81 2,366.49 5,428.43 4,263.93 3,785.50 5,198.32 5,067.77 4,433.71 30,748.34 4,583.53 4,608.04 6,586.06 4,329.82 $ 87,533.40 $ 24,444.40 151960:L289 - 26 - RECEIPTS OF INCOME {cont'd) FORWARD $ 87,533.40 $ Trust Funds (cont'd) SCI Perp etual Care Common Fund Of Wachovia National Bank (cont'd) 06/06/01 Income 128,933.9929 Units 4,483.19 07/10/01 Income 129,030.9 Un its 8,357.05 08/0'7/01 Income 129,320.9402 Units 4,723.13 09/1:1/01 Income 129,465.1107 Units 5,217.17 10/04/01 Income 129,561.0609 Units 6,526.85 11/OED/O1 Income 129,828.6117 Units 4,991.69 12/07!01 Income 130,021.1323 Units 5,132.95 01/08/02 Income 130,382.9864 Units 5,730.16 02/07/02 Income 129,218.5895 Units 6,259.77 03/07/02 Income 131,060.3874 Units 5,039.47 04/05/02 Income 129,997.0821 Units 10,651.11 05/09!02 Income 129,997.0821 Units 6,008.18 06/06;02 Income 129,997.0821 Units 5,067.15 07/11/02 Income 130,286.8245 Units 4,813.57 08/08%02 Income 130,627.6986 Units 6,006.85 09/09/02 Income 132,308.5309 Units 5,127.60 10/08f02 Income 131,042.1281 Units 5,525.74 24,444.40 FORWARD $ 187,195.03 $ 24,444.40 1519601289 - 27 - RECEIPTS OF INCOME (cont'd) FORWARD $ 187,195.03 $ 24,444.40 Trust Funds (cont'd) SCI Perpetual Care Common Fund Of Wachovia National Bank icont'd) 11/08/02 Income 134,323.7695 Units 12/09/02 Tncome 134,471.5793 Units 01/09/03 Income 134,617.5031 Units 02/07/03 Income 134,713.9663 Units 03/07/03 Income 135,003.3941 Units 04/07103 Income 135,195.2041 Units 05/07/03 Income 135,386.6023 Units 06106/03 Income 135,480.4239 Units 07/08/03 Income 135,618.2144 Units 08/07!03 Income 135,664.1406 Units 09/05/03 Income 135,780.9558 Units 10/07!03 Income 136,014.3381 Units 11/07/03 Income 136,106.7002 Units 12/05/03 Income 136,249.0979 Units 01/09/04 Income 136,380.4258 Units 02/06/04 Income 136,424.8123 Units 03/05/04 Income 136,468.7807 Units FORWARD 4,872.52 5,161.87 6,700.63 5,866.22- 5,677.68 6,041.53 5,031.49 5,222.43 6,531.75 5,528.59 5,002.27 5,744.98 4,819.32 5,007.23 8,427.16 5,311.28 5,272.52 $ 283,414.50 $ 24,444.40 1519601289 - 28 - RECEIPTS OF INCOME (cont'd) FORWARD $ 283,414.50 $ 24,444.40 Trust Funds (cont'd) SCI Perpetual Care Common Fund Of Wachovia National Bank (cont'd) 04/0'7/04 Income 136,555.9999 Units 05/07/04 Income 136,599.5068 Units 06/07/04 Income 136,599.5068 Units 07/01./04 Income 136,869.3617 Units 08/02/04 Income 136,869.3617 Units 09/01/04 Income 137,181.421 Units 10/01/04 Income 137,181.421 Units 11/01/04 Income 137,618.1709 Units 12/01%04 Income 137,618.1709 Units 01/03,105 Income 137,789.9315 Units 02/01/05 Income 137,789.9315 Units 03/01%05 Income 137,918.2498 Units 04/01/05 Income 138,089.2528 Units 05/02/05 Income 138,263.3269 Units 06/01/05 Income 138,523.6646 Units 07/01/05 Income 138,181.8963 Units 08/01/05 Income 138,690.7313 Units FORWARD 6,366.70 4,145.71 5,136.94 4,411.20 5,012.28 6,103.24 6,421.80 5,438.28 5,377.70 5,944.01 5,680.94 5,976.79 6,001.33 6,021.17 5,800.10 6,502.12 6,244.93 $ 379,999.74 $ 24,444.40 1519601.289 - 29 - RECEIPTS OF INCOME (cont'd) FORWARD $ 379,999.74 $ 24,444.40 Trust Funds (cont'd) SCI Perpetual Care Common Fund Of Wachovia National Bank fcont'd) 09/01/05 Income 138,732.9793 Units 10/03/05 Income 138,945.1097 Units 11/0]_/05 Income 138,945.1097 Units 12/01./05 Income 139,769.7096 Units 12/lE~/05 Income 139,899.3875 Units 01/03/06 Income 139,984.893 Units 01/12/06 Income 139,984.893 Units 01/17/06 Income 139,984.893 Units 02/01/06 Income 139,984.893 Units 02/16!06 Income 140,154.9141 Units 03/01306 Income 140,154.4141 Units 03/36%06 Tncome 140,154.4141 Units 04103%06 Income 140,323.442 Units 04/17/06 Income 140,323.442 Units 05/01/06 Income 139,465.6106 Units 05/16/06 Income 139,465.6106 Units 06/01/06 Income 139,465.6106 Units FORWARD 6,185.03 5,849.94 6,212.23 6,367.45 3,532.27 2,685.61 304.57 3,388.00 2,795.08 3,405.73 2,637.02 3,886.47 3,297.48 3,631.30 3,546.59 3,203.21 2,911.25 $ 443,838.97 $ 24,444.40 1519601.289 - 30 - RECEIPTS OF INCOME (cont'd) FORWARD $ 443,838.97 $ 24,444.40 Trust Funds (cont'd) SCI Perpetual_Care Common Fund Of Wachovia National Bank (cont'd 06/16/06 Income 139,465.6106 Units 3,712.95 07/03/06 Tncome 139,724.5568 Units 3,182.01 07/17/06 Income 139,724.5568 Units 3,447.48 08!0]./06 Income 139;982.5883 Units 3,074.42 OS/l E./06 Income 139,982.5883 Units 3,518.80 09/01/06 Income 139,982.5883 Units 3,024.37 09/18/06 Income 139,982.5883 Units 3,512.51 467,311.51 Mutual Funds Cohen & Steers Rltv Shs Inc 10/13;99 Income 1,732.6287 Units $ 814.34 12/28/99 Income 1,821.3053 Units 1,011.16 1,825.50 Memorial Fds Corp Bd Fd Instl Sh 10/13/99 Income 83,774.0294 Units $ 4,071.56 11/03/99 Income 83,774.0294 Units 4,034.30 12/08/99 Income 83,774.0294 Units 130.06 12/08/99 Income 83,774.0294 Units 3,916.84 FORWARD $ 12,152.76 $ 493,581.41 1519601.289 - 31 - RECEIPTS OF INCOME (cont'd) FORWARD $ 12,152.76 $ Mutual Funds (cont'd) M_emo_rial Fds Corp Bd Fd Instl Sh (cont'd 01/06/00 Income 83,954.1554 Units 4,192.93 02/04/00 Income 84,179.6169 Units 4,075,99 0310'7/00 Income 75,828.4389 Units 4,239.93 04/13/00 Income 67,767.5509 Units 3,751.98 05/05/00 Income 59,740.8799 Units 3,174.61 06/lE./00 Income 47,155,1369 Units 3,094.59 07/28/00 Income 30,771.6859 Units 2,203.66 08/25/00 Income 22,589.4946 Units 1,851.23 09/08/00 Income 22,589.4946 Units 1,528.74 09/13/00 Income 22,589.4946 Units 3,883.69 10/04,/00 Income 14,370.7475 Units 1,058.96 11/03;00 Income 6,221.5782 Units 630.44 12/06/00 Income 6,221.5782 Units 158.42 Oppenheimer Ec7uity Income Fd C1 A 12/23/99 Income 15,342.b429 Units Putnam Conv Income Growth Tr Sh Ben Int 10/12/99 Income 3,143.6476 Units $ 753.53 493,581.41 45,997.93 1,940.84 FORWARD $ 753.53 $ 541,520.18 1519601289 - 32 - RECEIPTS OF INCOME (cont'd) FORWARD $ 753.53 $ 541,520.18 Mutual Funds (cont'd) Putnam Conv Income Growth Tr Sh Ben Int (cont'd) 01/11/00 Income 3,346.1576 Units 675.04 Standish Aver & Wood Invt Tr Intl Fixed Income Fd 10/0'7/99 Income 5,649.536 Units $ 1,412.38 12/30/99 Income 6,004.472 Units 7,491.96 Other Miscellaneous 10/01/99 Adjustment To Cash From Prior Accounting $ 02/23/00 Transferred From Principal To Correct Putnam Dividends Paid To Principal 7/3/97, 3/11-12/98 In Error 4/23/98 Entry Short $371.71 10/20,05 Received From Millenium Income Fund LLC Millenium Income Fund Income Distribution 503.62 371.71 4,112.85 Partnership Interest Millennium Income Fund 09/09/04 Income 1,894.1145 Units FORWARD $ 12,760.47 1,428.57 8,904.34 4,988.18 $ 12,760.47 $ 556,841.27 1519601289 - 33 - RECEIPTS OF INCOME (cont'd) FORWARD $ 12,760.47 $ 556,841.27 Partnership Interest (cont'd) Millennium Income Fund (cont'd) 06/30/06 Income 1,894.1145 Units 45,592.98 58,353.45 Distributions on Cash Equivalents Evergreen Select Treasury Money Market Fund I 10/04/99 11/01/99 12/01/99 01/03/00 02/01/00 03/01/00 04/04/00 05/01/00 06/0:1/00 07/0:3/00 08/0:1/00 09/0:1/00 10/02/00 256.79 290.87 182.89 263.39 234.65 333.00 345.03 373.14 561.70 670.89 495.40 440.42 449.97 FORWARD $ 4,898.14 $ 615,194.72 1519601289 - 34 - RECEIPTS OF INCOME (cont'd) FORWARD $ 4,898.14 $ 615,194.72 Distributions on Cash Equivalents (cont'd) Evergreen Select Treasury Money Market Fund I (cont'd) 11/C1/00 433.97 12/01/00 494.34 01/02/01 337.68 02/01/01 333.28 03/01/01 207.76 04/02/01 223.81 05/01/01 284.37 06/01/01 107.16 07/02/01 62.39 08/01/01 66.04 .09/04/01 63.88 10/01/01 43.03 11/O1/O1 47.09 12/03/01 39.35 01/02/02 33.65 02/01/02 52.89 03/01/02 37.30 FORWARD $ 7,766.13 $ 615,194.72 1519601289 - 35 - RECEIPTS OF INCOME (cont'd) FORWARD $ 7,766.13 $ 615,194.72 Distributions on Cash Equivalents (cont'd) Evex~areen Select Treasury Money Market Fund I (cont'd) 04/01/02 48.82 05/01/02 60.00 06/03/02 59.96 07/01/02 48.72 08/01/02 50.63 09/G3/02 35.67 10/Cl/02 62.25 11/01/02 61.61 12/02/02 39.36 01/02/03 36.06 02/03/03 38.98 03/03/03 33.73 04/01/03 34.85 05/01/03 33.00 06/02/03 34.58 07/01/03 29.30 08/01/03 26.82 FORWARD $ 8,500.47 $ 615,194.72 1519601289 - 36 - RECEIPTS OF INCOME (cont'd) FORWARD $ 8,500.47 $ 615,194.72 Distributions on Cash Eauivalents (cont'd) Evez-areen Select Treasury Money Market Fund I (cont'd) 09/02/03 27.71 10/01/03 24.95 11/03/03 28,84 12/01/03 24.77 O1/G2/04 28.13 02/02/04 28.32 03/01/04 25.30 04/01/04 28.62 05/03/04 29.06 06/01/04 26.16 07/01/04 29.49 08/02/04 39.47 09/01/04 41.26 10/01/04 50.36 11/01/04 54.30 12/01/04 57.22 01/03/05 66.61 FORWARD $ 9,111.04 $ 615,194.72 15191501289 - 37 - RECEIPTS OF INCOME (cont'd) FORWARD $ 9,111.04 $ 615,194.72 Distributions on Cash Equivalents (cont'd) Evergreen Select Treasurv Monev Market Fund I (cont'd 02/01/05 65.61 03/C11/05 71.46 04/01/05 84.16 05/02/05 86.54 06/01/05 92.55 07/C1/05 105.80 08/01/05 105.75 09/01/05 125.29 10/03/05 125.54 11/01/05 137.45 12/01/05 136.36 01/03/06 152.60 02/01/06 135.24 03/01/06 136.66 04/03/06 166.74 05/01/06 135.96 06/01/06 168.48 FORWARD $ 11,143.23 $ 615,194.72 1519601289 - 38 - RECEIPTS OF INCOME (cont'd) FORWARD $ 11,143.23 $ 615,194.72 Distributions on Cash Equivalents (cont'd) Eve?:areen_Select Treasury Money Market Fund I (cont'd 07/03/06 08/01/06 09/G1/06 Investment Advisory Fee Adjustment On Evergreen Funds 10/15/99 11/16/99 12/16/99 01/19/00 02/16/00 03/16/00 04/17/00 05/16/00 06/16/00 07/18/00 08/1'7/00 09/18/00 FORWARD 207.92 166.86 177.89 $ 2.58 2.90 1.77 2.55 2.24 3.01 3.07 3.25 4.79 5.42 3.95 3.52 11,695.90 $ 39.05 $ 626,890.62 1519E~01289 - 3g - RECEIPTS OF INCOME (cont'd) FORWARD $ 39.05 $ 626,890.62 Distributions on Cash Equivalents (cont'd) Investment Advisory Fee Adjustment On Evergreen Funds (cont'd 10/20/00 3.40 11/1.6/00 3.61 12/14/00 3.90 01/19/01 2,62 02/20/01 2.92 03/16/01 1.95 04/13/01 2,12 05/16/01 3.16 06/15/01 1.33 07/13/01 0.81 08/15/01 0.95 09/14/01 0.85 10/12/01 0.81 11/15/01 0.94 12/14/01 0.86 01/15/02 0.90 02/14/02 1.48 FORWARD $ 71.66 $ 626,890.62 1519E~01289 - 40 - RECEIPTS OF INCOME (cont'd) FORWARD $ 71.66 $ 626,890.62 Distributions on Cash Equivalents (cont'd) Investment Advisory Fee Adjustment On Evergreen Funds (cont'd) 03/15/02 04/12/02 05/15/02 06/17/02 07/]_7/02 08/16/02 09/]_2/02 10/]_1/02 11/].4/02 12/].3/02 01/1.4/03 02/1.4/03 03/1.4/03 04/1.5/03 05/1.3/03 06/13/03 07/C9/03 FORWARD 1.01 1.37 1.56 1.56 1.53 1.53 1.04 1.96 1.88 1.50 1.53 1.67 1.49 1.63 1.57 1.60 1.56 $ 97.65 $ 626,890.62 1519601289 - 41 - RECEIPTS OF INCOME (cont'd) FORWARD $ 97.65 $ 626,890.62 Distributions on Cash Equivalents (cont'd) Investment Advisorv Fee Adjustment On Eve:rcrreen Funds ( cont' d 08/:13/03 1.68 09/:17/03 1.66 10/:L4/03 1.58 11/:L7/03 1.66 12/10/03 1.58 01/_!.4/04 1.65 02/11/04 1.75 03/16/04 1.58 04/14/04 1.71 05/].2/04 1.67 06/].5/04 1.67 07/1.9/04 1.64 08/1.3/04 1.75 09/1.5/04 1.70 10/14/04 1.82 11/15/04 1.77 12/17/04 1.73 FORWARD $ 126.25 $ 626,890.62 1519601289 - 42 - RECEIPTS OF INCOME (cont'd) FORWARD $ 126.25 $ 626,890.62 Distributions on Cash Equivalents (cont'd) Investment Advisory Fee Adjustment On Evergreen Funds (cont'd) 01/1.0/05 1.76 02/1.1/05 1.80 03/15/05 1.64 04/20/05 1.83 05/13/05 1.70 06/17/05 1.79 07/14/05 1.93 08/18/05 1.81 09/13/05 1.96 10/12/05 1.80 11/10/05 2,Og 12/20/05 1.86 01/13/06 1,92 02/1.5/06 1.82 03/14/06 1.65 04/14/06 1.85 05/15/06 1.66 FORWARD $ 157.11 $ 626,890.62 1519601289 - q3 - RECEIPTS OF INCOME (cont'd) FORWARD $ 157.11 $ 626,890.62 Distributions on Cash Equivalents (cont'd) Investment Advisory Fee Adjustment On Evergreen Funds (cont`d) 06/14/06 07/19/06 08/14/06 09/19/06 Wachovia NC Money Market 03/01./00 05/01/00 10/02/00 11/O1/00 TOTAL RECEIPTS OF INCOME 1.86 2.17 1.84 1.83 164.81 $ 31.79 35.11 13.19 13.14 93.23 $ 627,148.66 --------------- --------------- 1519601289 - 94 - DISBURSEMENTS OF INCOME ADMINISTRATION - MISCELLANEOUS EXPENSES AST Trust Company Out~;ide Fees 05/11/04 $ 208.82 09/15/04 181.66 11/19/04 227.40 $ 617.88 Blank Rome Comiskv & Mc Cauley, LLP Outside Fees And Costs 05110!00 Costs $ 287.00 06/OF>/00 Fees 4,250.00 4,537.00 Chase. Asset Management, Inc Outside Fees 06/05/00 $ 129.12 09/22/00 74.77 01/09/01 205.07 03!14,/01 254.17 663.13 Calamos Asset Manaaement Outside Fees 12/20%01 $ 114.69 03/28/02 183.75 06/27/02 187.26 09/20/02 132.79 FORWARD $ 618.49 $ 5,818.01 151960:'_289 - 45 - DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 618,49 $ ADM7:NISTRATION - MISCELLANEOUS EXPENSES (cont'd) Calamos Asset Management Outside Fees (cont'd) 12/19/02 125.89 03/21/03 135.25 Chartwell Investment Partners Outside Fees O1J0.~/O1 03/13/01 06/OED/O1 09/24/01 12/20/01 03/28102 06/27/02 09!20!02 12/181 02 03/20%03 JP Morgan Fleming Asset Mgmt Inc Outside Fees 06/08/01 09/24/01 $ 50.66 221.08 166.95 251.08 71.23 130.19 139.14 107.56 76.52 97.19 5,818.01 879.63 1,311.60 $ 277.68 285.22 FORWARD $ 562.90 $ 8,009.24 151960].289 - 46 - DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 562.90 $ 8,009.24 ADMINISTRATION - MISCELLANEOUS EXPENSES cont'd JP Morgan Fleming Asset Mgmt, Inc Outside Fees (cont'd)_ 12/24/01 272.32 03/28/02 274.06 06/2'7/02 261.63 09/20/02 259.25 12/19/02 273.27 03/21./03 287.44 2,190.87 LCG Associates,_Inc Outside Fees 10/01/99 03/22/00 04/24; 00 08/181 00 09/19%01 04109/02 09126/02 06/27/03 12/17/03 09/02/04 66.40 141.21 62.32 75.01 260.80 135.30 139.89 145.13 159.13 279.65 FORWARD $ 1,459.84 $ 10,200.11 1519601289 - 47 - DISBURSEMENTS OF INCOME icont'd) FORWARD $ 1,459.84 $ ADMINISTRATION - MISCELLANEOUS EXPENSES (cont'd) LCG Associates, Inc Outside Fees (cont'd) 06/23/05 171.07 01/20/06 169.16 09/22/06 176.00 OroSolutions Outside Fees 11/03/04 11/15j04 12/21/04 02/04/05 04/26/05 08/05; 05 11/29/05 02/16/06 05/09/06 09/22/06 SCI Management Corporation Outside Fees 07/22/04 1519601289 FORWARD - 48 - $ 19.60 19.65 19.79 63.81 70.77 65.86 73.88 64.80 88.57 108.19 10,200.11 1,976.07 594.92 32.06 $ 12,803.16 DISBURSEMENTS OF INCOME icont'd) FORWARD $ 12,803.16 ADMINISTRATION - MISCELLANEOUS EXPENSES (cont'd) Security Trust Company Outside Fees 12/18/02 $ 122.57 03/27/03 219.41 06/1:1/03 221.86 09/26/03 235.42 12/18/03 156.22 03/lE~/04 205.85 1,161.33 Service Financial Group, Inc Outside Fees 12/10/99 03/08/00 05/19!00 08/29/00 11/21`00 03/15/01 06/15/01 09/19/01 12/27/01 03/08/02 456.82 448.92 453.01 436.56 423.03 906.43 413.02 400.85 385.84 385.62 FORWARD $ 4,210.10 $ 13,964.49 1519601.289 - 49 - DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 4,210.10 $ 13,964.49 ADMINISTRATION - MISCELLANEOUS EXPENSES (cont'd) Service Financial Group, Inc Outside Fees (cont'd) 05/31/02 381.00 09/13/02 391.45 12/17/02 423.68 5,406.23 Wachcvia Bank, N.A. Custodial Fee 08/25/03 09/25/03 10/24/03 11/25/03 12/24/03 01/26104 02/25/04 03125/04 04126/04 05/25/04 06/25/04 07/26/04 08!25104 280.63 276.06 277.19 280.65 281.83 284.59 293.12 293.64 296.39 296.17 288.82 287.54 296.16 FORWARD $ 3,732.79 $ 19,370.72 1519601289 - 50 - DISBURSEMENTS OF INCOME (cont'd~ FORWARD $ 3,732.79 $ 19,370.72 ADMINISTRATION - MISCELLANEOUS EXPENSES (cont'd) Wachovia Bank, N.A. Custodial Fee (cont'd) 09/24!04 294.00 10/25/04 294.69 11/24/04 297.37 12/24/04 296.18 01/25/05 302.62 02/25/05 305.53 03125!05 302.17 04/25/05 304.07 05/25J05 304.24 06/24!05 301.10 07125;05 308.13 7,042.89 $ FEDERAL STATE AND LOCAL TAXES Commissioner of Revenue Services Pennsylvania Fiduciary Income Tax 09/12/01 3rd Quarter Estimated $ 56.00 04/08/02 Balance Due 1,008.00 04/10/03 Balance Due' 199.00 FORWARD $ 1,2b3.00 26,413.61 $ 26,413.61 1519601289 - 51 - DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 1,263.00 FEDERAL STATE AND LOCAL TAXES (cont'd) Commissioner of Revenue Services Pennsylvania Fiduciary Income Tax (cont'd) 04/12/04 Balance Due Pennsylvania Dept Of Revenue 04/13/00 Balance Due FIDUCIARY FEES Wachovia Bank, N.A. 10/25/99 11/24/99 12/24/99 01/25/00 02/25,/00 03124; 00 04/25/00 04/25%00 05125!00 06/26/00 07/25/00 07/25/00 FORWARD $ 191.00 248.88 250.45 245.46 248.48 251.61 245.89 75.01 252.23 255.03 252.59 254.16 289.50 2,869.29 1,454.00 2,384.00 $ 26,413.61 3,838.00 $ 30,251.61 151960]_289 - 52 - FIDUCIARY FEES (cont'd) Wachovia Bank, N.A. (cont'd) 08/25/00 09/25/00 10/25/00 10/25/00 11/24/00 12/26/00 01/25/01 01/25/01 02/26/01 03/26/01 04/25!01 04/251 01 05/251'01 06/25%01 07/25/01 07/25/01 08/24/01 09/25/01 DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 2,869.29 251.16 253.10 256.26 385.61 256.22 253.76 454.25 253.95 256.95 257.57 473.07 257.52 256.16 256.24 476.10 256.81 255.99 255.55 FORWARD S 8,235.56 $ 30,251.61 $ 30,251.61 1519601.289 - 53 - FIDLiCIARY FEES (cont'd) Wachovia Sank, N.A. (cont'd) 10125!01 10/25/01 11126/01 12/25/01 01/2`x/02 01/25/02 02/25/02 03!25/02 04/25/02 04/25/02 05/24/02 06/25!02 07/251 02 07/25!02 08126/02 09/25/02 10/25/02 10/25/02 DISBURSEMENTS OF INCOME icont'd) FORWARD $ 8,235.56 479.76 261.26 255.51 258.40 482.79 254.95 258.71 257.35 482.73 261.79 258.51 260.10 478.67 267.34 260.88 256.33 504.97 265.61 FORWARD $ 14,041.22 $ 30,251.61 $ 30,251.61 1519607.289 - 54 - FIDUCIARY FEES (cont'd) Wachovia Bank, N.A. (cont'd) 11/25/02 12/2'0/02 01/24/03 O1/2~!/03 02/2_`/03 03/25/03 04/25/03 04/25/03 05/23/03 06/25,/03 07/25; 03 07/25/03 10/24%03 01/26/04 04/26/04 07/26/04 10/25104 01/25/05 DISBURSEMENTS OF INCOME (cont'd) FORWARD $ 14,041.22 265.80 264.82 501.29 267.88 270.22 270.43 506.44 272.43 271.63 274.95 519.92 281.81 408.47 523.13 532.31 528.86 531.78 538.14 FORWARD $ 21,071.53 $ 30,251.61 $ 30,251.61 1519601289 - 55 - DISBURSEMENTS OF INCOME (cont`d) FORWARD $ 21,071.53 FIDUCIARY FEES (cont'd) WacY~ovia Bank, N.A. (cont'd) 04/25/05 07/25/05 02/24/06 03/24/06 04/25/06 05/25/06 06/26/06 07/25/06 08/25/06 09125!06 GENERAL DISBURSEMENTS Transfers from Income to Principal 12128/99 Short Term Capital Gain Dividend On Oppenheimer Equity Fund 02/23/OC To Correct Fees Taken From Principal 7/10/96 - 3/10/97 TOTAL DISBURSEMENTS OF INCOME 543.63 542.27 235.81 237.24 236.63 234.87 231.75 232.79 235.36 238.29 24,040.17 $ 640.64 62.33 702.97 $ 30,251.61 24,040.17 702.97 $ 54,994.75 --------------- ----------- 1519601.289 - 56 - DISTRIBUTIONS OF INCOME TO BENEFICIARIES SCI Management Corporation 11/04/99 12/29/99 06/30/00 07/31/00 08/31/00 09/29/00 10/3:L/00 11/30/00 12/29/00 01/31101 02/28/01 03/30/01 04/30/01 05/31!01 06/29; O1 07/311 O1 08/31j01 09128/01 10/31/01 11/30/01 12/31/01 FORWARD $ 31,443.92 8,907.10 33,477.82 7,764.74 5,851.78 9,314.00 6,081.97 5,469.68 4,836.61 30,124.71 4,662.78 3,678.50 6,081.40 4,361.19 3,477.79 7,687.34 4,534.13 3,772.40 5,829.67 4,784.21 4,070.68 $ 196,212.42 1519607.289 - 57 - DISTRIBUTIONS OF INCOME TO BENEFICIARIES (cont'd) FORWARD $ 196,212.42 01/31/02 02/28102 03/29/02 04/30/02 06/04/02 06/2E3/02 07/31./02 08/30/02 09/30/02 10/31/02 11/29/02 12/31/02 01/31!03 02/28x03 03/31/03 04/30/03 05/30/03 06/30/03 07/31/03 08/29/03 SCI Management Corporation (cont'd) FORWARD 5,026.97 6,055.43 3,846.81 8,813.48 5,430.23 4,280.54 4,117.81 5,798.13 3,882.04 4,819.37 4,670.21 3,915.98 5,969.05 5,636.65 4,703.18 5,100.14 4,794.43 4,471.54 5,906.01 5,276.46 298,726.88 151960]_289 - 58 DISTRIBUTIONS OF INCOME TO BENEFICIARIES (cont'd) FORWARD $ 298,726.88 SCI Management Corporation (cont'd) 09/30/03 10/31/03 11/28/03 1213:L/03 01/30/04 02/2?/04 03/31/04 04/30/04 05/28/04 06/30/04 07130/04 08/31; 04 09I21i04 10/29%04 11./30/04 12/31/04 01/31/05 02/28/05 03131/05 04129/05 FORWARD 4,520.16 5,085.85 4,569.17 4,436.40 7,649.22 5,048.23 4,799.91 5,377.33 3,671.45 4,875.95 3,593.87 4,757.34 18,151.36 5,647.51 4,930.33 5,120.68 5,171.62 5,379.01 5,747.72 5,168.85 412,428.84 1519601289 - 59 - DISTRIBUTIONS OF INCOME TO BENEFICIARIES (cont'd) FORWARD $ 412,428.84 SCI Management Corporation (cont'd) 05/31/05 5,805.17 06/30/05 5,422.27 07/29/05 5,759.45 08/31/05 6,286.63 09/3/05 6,312.28 10/3:1/05 10,090.13 11/30/05 6,277.88 12/30/05 10,037.94 01/31./06 6,363.54 02/28/06 6,037.26 03/31/06 6,424.56 04/28/06 6,860.74 05!31!06 6,563.98 06/30/06 52,155.77 07/31!06 6,606.79 08/31;06 6,526.56 09/29/06 6,194.12 $ 572,153.91 TOTAL DISTRIBUTIONS OF INCOME TO BENEFICIARIES $ 572,153.91 --------------- 1519601289 - 60 - INCOME BALANCE ON HAND TOTAL INCOME BALANCE ON HAND Executed By: US Bank as FIDUCIARY VALUE AT ACQUISITION 09/29/2006 VALUE $ .00 $ .00 oia t for Wachovia Bank Dated: G ~/ 1519601289 - 61 - TRUST COURT OF COMMON PLEAS OF One Logan Square, Philadelphia, PA 19103-6998 NAME OF TRUST (TRUST UNDER WILL OF or na n : ~ ,_~ ~ ~ ~ ; . : L~ ~f r,, r__ - ~ _....r __ -' ~~ ~~ f.. - i ~ ~ __ - -~ _._ , y~' r,, N TRUST UNDER DEED OF GIBRALTAR MA USOLEUM CORPORATION d/b/a THE ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST DATED: No. 21-00-364 PETITION FOR ADJUDICATION / STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.C. Rule 6.9 This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached. INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION Bernard Glassman, Esquire Supreme Court I.D. No.: 02851 Name of Law Firm: Blank Rome LLP Address: "Celephone: F ax (215) 569-5571 (215) 832-5571 fl289 ] 0 1555.00912/21668632v. l Name of Trust: Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery I . Name(s) and address(es) of Petitioner(s): Petitioner: Petitioner: Wachovia Bank, NA Na,,,e; c/o Michael C. Daly, Agent U.S. Banl< Private Client Group 200 S. Biscayne Blvd., 18`h Floor Address: Miami, FL 33131 2. Ch eck if any of the following issues are involved in this case: A. Appointment of Trustee ................................................................................................... ® B. Interpretation .................................................................................................................... ^ C. Discharge of Trustee ........................................................................................................ ® D. Transfer of Situs ............................................................................................................... ^ E. Appointment of Ad Litem ................................................................................................. ^ F. Minor, Unborn or Unascertained Beneficiary(ies) ........................................................... ^ G. Principal Distribution .............................................................. ......................................... ^ I~. Partial/Full Termination of Trttst ..................................................................................... ^ I. Missing Beneficiary(ies) .................................................................................................... ^ J. Cy Pres .............................................................................................................................. ^ K. Williamson Issue ............................................................................................................ ^ L. Other Issues ...................................................................................................................... ^ List: See Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also 1/xecutor of the settlor/decedent's estate and received commissions in such capacity. Form OG02 rev 10.13.06 Page 2 of 9 1289 101555.00912/2 1668632v. I Name of Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery Trust: Please note: 3. A detailed explanation of issues checked should be set forth at item 13 below. Testamentary Trust: Decedent's date of death: Date of Decedent's Will: Date(s) of Codicil(s): Date of probate: or Inter Vivos Trust: Date of Trust: June 23, 1995 Date(s) of Amendment(s): 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: B. Identify all prior accountings and provide dates of adjudication. First Account filed and Final Decree entered June 20, 2000. 5. A. State how each Trustee was appointed: First Union National Bank (now Wachovia Bank, N.A.) was appointed Trustee by Gibraltar Mausoleum Corporation d/b/a Rolling Green Cemetery. Copy of Appointment of First Union National Bank (now Wachovia Bank, N.A.) as Successor Trustee and copy of Amendment and Restatement of the Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust are attached If a Petitioner is not a Trustee, explain: Form OC-02 rev 10.13.06 Page 3 of 9 1289 10 15 55.00912/21668632v.1 Name of Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery Trust: 6. State how and when the present fund was awarded to Trustee(s): The present fund was awarded to Wachovia Bank, N.A. per Final Decree of Hoffer, P.J., dated June 20, 2000. i'. Period covered by accounting: October 1, 1999 to September 29, 2006. 8. Current fair market value of the Trust principal is $ 1,923,689.08 (See page 19 of Account.) 9. State concisely the dispositive provisions of the Trust: See attached. 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): The reason for filing the Account is to comply with the requirements of 9 Pa. C.S.A. §308(a) and the resignation of Wachovia Bank, N.A., as Trustee and the appointment of U.S. Bank, N.A. as successor Trustee. 11. State why a Petition for Guardian/Trustee Ad Litem has or has not been filed for this Audit (see Pa. O.C. Rule 12.4): No minor, unborn or unascertained beneficiaries entitled to receive principal or income. 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date Payment: Interest None Due B. If any such taxes remain unpaid or are in dispute, explain: Form OC-02 rev 10.13.06 Page 4 of 9 1289 1015 55.00912/21668632v. l Name of Trust: Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cem Gibraltar Mausoleum Corporation. d/b/a The Rolling Green Cemetery Owner of Rolling c/o SCI Pennsylvania Funeral Services, Inc. Green Cemetery Atfi: Eric Bartee, Director of Treasury and entitled to 1929 Allen Parkway income pursuant to 9 Houston, TX 77219 Pa. C.S.A. ~308(a) Madelayne Cordero, Asst Vice President Successor Trustee US Bank Private Client Group 200 S. Biscayne Blvd., 18"' Floor Miami, FL 33131 B Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each. such party, give date of birth, the name o f each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each; and None C If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters rind type of Letters granted. 16. If Petitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. B. If a principal commission is claimed, state amount. Form OC-02 rev 10.13.06 Page 6 of 9 1289 101555.00912/21668632v. l Name of Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery Trust: C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. $1,397.31 incorrectly shown as principal commission (see p. 18 of Account) an adjustment to the Account will be made to reflect the amount paid is an income distribution Amount None Date Paid 18. If a reserve is requested, state amount and purpose. Amount Purpose If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ...........................................pYes ONo If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution ................................................................................................OYes ®No Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distributee(s) Amount/Proportion Form OC-Q2 rev 1 Q.13. Q6 Page 7 of 9 1289 141555.00912l21668632v.1 Name of Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery Trust: Gibraltar Mausoleum Corp. d/b/a Rolling Green Cemetery Balance of Income subject to distributions heretofore made as set forth in the Account B. Principal: Proposed Distributee(s) US bank, Successor Trustee AmountJProportion Principal of Trust for administration and distribution, in accordance with the Trust Agreement (All petitioners must sign. Add additional lines f necessary): Wachov' Bank, N.A. By Name of Peti loner: Michael Da ,Agent Name of er: C~adelayne Cordaro Form OC-D2 rev 10.13.06 1289 101555.00912/21668632v.1 Page 8 of 9 Name of Gibraltar Mausoleum Corporation d/b/a The Rolling Green Cemetery Trust: Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies he is Vice President of U.S. Bank and Agent of Wachovia Bank, N. A. and] that the facts set forth in the foregoing Petition for Adjudication / Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information• of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made subject to the penalties of 18 Pa. CS. § 4904 (relating to unsworn falsification to authorities). r ignature of Petitioner: Michael aly * Corporate petitioners must complete bracketed information. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication / tatement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. Signature of Counsel for Petitioner Form OC-02 rev 10.13.06 Page9of9 101555.00912/21668632 v. l REMOVAL OF TRUSTEE AND APPOINTMENT OF SUCCESSOR TRUSTEE Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund WHEREAS, Gibraltar Mausoleum Corporation, a Delaware corporation ("Corporation") d/b/a Rolling Green Cemetery, is the successor grantor to Rolling Green Cemetery Company, Inc., of a certain Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund under agreement dated March 5, 1991 ("Trust Agreement"); and WHEREAS, US Bancorp Trust Company (hereinafter referred to as "USBT") is the trustee under said Trust Agreement; and WHEREAS, the Corporation desires now to remove USBT and to appoint First Fidelity Bank, N.A. ("FFB"), a financial institution authorized and qualified to conduct trust business in the State of Pennsylvania, as the successor trustee of the trust pursuant of the terms and conditions of the Trust Agreement. NOW, THEREFORE, Corporation hereby removes USBT as the trustee of the Trust under the Trust Agreement, and appoints FFB as the successor trustee of the Trust thereof; and FURTHER, FFB hereby agrees to act as trustee in accordance with the terms and provisions of the Trust Agreement , as amended and restated on this same date, upon the transfer of all property of the trust estate to it as successor trustee; and FURTHER, FFB, as successor trustee, shall not be required to examine the accounts, records, and/or acts of any previous trustee, nor shall FFB be responsible for any act or omission on the part of any previous trustee. Executed this ~ day of M ~ ~C H , 19 96 . - -- - --__ __ _- _,_ _ __:: _Gibraltar._MausnleLm Corporation _ -___ -~-.-.d/bfa RoNittg=Green Cemetery - _ - "Corporation" By: - _ Printed Name:~(,L~Q (T. U~/G'~',S Title: V l~' C TRES/DENT' f rf~ELITY aar .. ...a. First Fidelity Bank, N.l~.~~ ~v IS NOW NAMED "Trus e° F!t?ST UNION NATIONAL r3A`K By: Printed Name:_ FAY C. POOR Title: V~eE rxsslD$~v~ Rolling Green 84-0624-51 CERTIFICATE OF SECRETARY OF Gibraltar Mausoleum Corporation d/b/a Rolling Green Cemetery Amending and Restating the Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund I , <~C.(Z/~N/>/~ ,U. /VI ~j /L ES ,hereby certify that I am the duly elected and acting Secretary of Gibraltar Mausoleum Corporation, a Delaware corporation (the "Corporation"), d/b/a Rolling Green Cemetery, that the following resolutions were unanimously adopted by the Board of Directors of the Corporation on MAkCH /s i95,~ ,and that they have never been amended or rescinded and they are now in full force and effect. WHEREAS, the Corporation (through its predecessor in interest, Rolling Green Cemetery Company, Inc.) entered into a certain trust agreement on March 5, 1991 to establish a cemetery perpetual care trust known as the Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund (the "Trust Agreement"); and WHEREAS, under the terms and provisions of the Trust Agreement, the Corporation reserved unto itself the right to amend the Trust Agreement; and WHEREAS, the Corporation desires now to amend and restate in its entirety the Trust Agreement by substituting therefor the SCI Master Cemetery Permanent Lot Care Fund Trust (the "Master Trust"), a copy of which is attached hereto and made a part hereof and marked as "Exhibit A". BE IT RESOLVED THAT, the Trust Agreement be and it is hereby amended in its entirety by the substitution therefor and the adoption of the terms and provisions of the Master Trust. BE IT FURTHER RESOLVED THAT the trust created hereby shall be known as the Rolling Green Cemetery Permanent Lot Care Fund Trust and that this resolution shall be sufficient evidence to indicate that Corporation has elected to become an Additional Trustor under the Master Trust pursuant to Article II thereof. BE IT FURTHER RESOLVED THAT the officers of the Corporation be and they are hereby authorized to proceed with the execution, delivery and filing of all documents and the taking of all actions necessary to carry out the intent hereof. Dated: ~ `1 ~' ~C f~ ~5 ~/~ i rJ1'r ~~`~ L~ '") Rolling Green 84-0624-51 f SCI MASTER CEMETERY PERMANENT LOT CARE FUND TRUST (PENNSYLVANIA) THIS SCI MASTER CEMETERY PERMANENT LOT CARE FUND TRUST AGREEMENT ~_ ~ _ (the 'Trust Agreement") is made and entered into this. ~Lday of ' ~ i~ ~, ~ _ ~ , 19y, by and between those entities executing the signature page or pages of this Trust Agreement as "Trustor" (such entities being hereinafter referred to individually as 'Trustos" and referred to collectively as 'Trustors") and First Fidelity Bank, N.A., a trust company with fiduciary powers (hereinafter referred to as 'Trustee"). WITNESSETH: WHEREAS, Trustor is owned, either directly or indirectly, by Service Corporation International and is or has been engaged in the business of operating cemeteries within the Commonwealth of Pennsylvania subject to the provisions of Pennsylvania Consolidated Statutes Annotated, Title 9, as amended, and related rules and regulations of the Commonwealth of Pennsylvania, as amended, (such statutes, rules and regulations hereinafter collectively referred to as the "Act"); and WHEREAS, those=amounts naquired urxlerthe:Adto~deposited~o-Q permanent {ot dire - - _ -== fund (such amounts being hereinafter referred to as "Accumulated=Deposits"j~ relating to artwunts_ - -::_ paid or to be paid to Trustor by the purchasers of interment-spaces, are required under the Act to -- be deposited with a trustee meeting the requirements of the Act; and _ _-._ _-_ WHEREAS, Trustee is ua{ifred ~to-setve~rs-`a ~trustE:~of~such~-Aacumutated ' q ~_ - pursuant to the requirea~er~s of tt~e Act;-and Trustor desiresaa~posr~ such `Accumulated Deposits , : - _ ~ - with Trustee and to appoint Trustee as trustee of such A~cumutatedDeposits;-and- -_ _ WHEREAS,Trustor and Trustee desire that this Trust Agreement govern all Accumulated Deposits deposited by Trustor with Trustee and income and net principal gains on such sctic.mu.P~ ~~ v~s~ Accumulated Deposits (such income and net principal gains being referred to hereinafter as "Eamings"); NOW. THEREFORE, Trustor'and Trustee do hereby enter into this Trust Agreement, and agree that all Accumulated Deposits hereafter deposited with Trustee by Trustor pursuant to this Trust Agreement, and Earnings thereon, (such Accumulated Deposits and Eamings being hereinafter referred to co{lectively as "Care Funds") shall be administered in accordance with the Act and the following terms and conditions: ARTICLE I TRUST PURPOSE 1.1 General Purpose. The purpose of this Trust Agreement and the trust or trusts created pursuant hereto (hereinafter referred to as the "Care Fund Trust" or "Care Fund Trusts") is to provide for the administration and investment, pursuant to the Act, of all Care Funds received by Trustee from each Trustor. 1.2 Specific Purpose. It is the further purpose of this Trust Agreement to establish an economical method by which each Trustor may comply with the requirements of the Ad, to provide a means whereby each Trustor may establish one or more of its own separate and distinct Care Fund Trusts, each governed by terms artd_pcoxisions-sim~ar to those which-govern similar - Care Fund Trusts of othe[ Trustors and ta;pravide-a-means whereby the administcation_and _ _: investment of the Care Fund-Trusts of au Trustors may be ;handled by a single tn~stee. It ~ the intention of the parties hereto that one or more Care Fund Trusts be established for each Trustor, each of which Care Fund Trusts is to.~ heldseparately by-Trustee from simdarCare Fund_T~#s__ established pursuant:-iQ- this; Trust-Agpl~nt; ~ac~t-#stfckt separate Care: Funfi _Trust ahatl be -=- -_ = - - governed by this Trust Agreement and shall be handled by Trustee_as aseparate-and distinct trust in like manner as if each such Care Fund Trust were governed by its own separate and distinct trust agreement with terms identical to those contained in this Tn~st Agreement. Nothing herein sCIGrtiLtPA (11HSA4 2 shall prevent Trustee from establishing multiple sub-accounts, for accounting or other purposes, within a single trust; such sub-accounts shall not be considered separate trusts for the purposes of this Trust Agreement. 1.3 Adoption by Additional Trustors. It is the intent of the parties hereto that additional parties shall be able to join into this Trust Agreement as additional Trustors subsequent to the original execution date of this Trust Agreement by complying with the terms and conditions of Article II hereof. ARTICLE II ADOPTION BY ADDITIONAL TRUSTORS From time to time, entities who have engaged in or are engaged in the business of operating cemeteries within the Commonwealth of Pennsylvania may adopt, subject to the requirements of this ArtiGe, the terms and provisions of this Trust Agreement by executing an appropriate corporate resolution acceptable to Trustee. Upon delivery to Trustee hereunder of such resolution, written acceptance and approval by Trustee, and delivery of the related Care Funds, the entity so adopting this Trust Agreement shall become a Trustor hereunder. tf a Trustor established a permanent lot care fund trust ("Predecessor Trust'? before the date of such Trustors adoption of this Trust Agreement, and such Trustor desires that such Predecessor Trust be ,. - governed by the terms at~d-~nditions of this Trust Agreement,- then the adopting resoution ~ such Trustor shall provide for the appointment of Trustee hereunder as successor trustee under said Predecessor Trust and shall further provide that the Predecessor Trust is amended in its entirety and that the provisions_ hereof shall be substituted for those s~ forth in said Predecessor Trust and --- ---- -- - - - - shall provide for delivery of the Care.Fu_nds then held in the Predecessor Trust to Trustee. Upon appointment of Trustee as successor trustee of such Predecessor Trust, Trustee shall not be required to examine the accounts, records and/or acts of any previous trustee, nor shall Trustee be responsible for any ad or omission on the part of any previous trustee. Each Trustor represents SCIGrtILLPA ~w~s~ 3 for the benefit of Trustee that the procedures followed to effect the appointment of Trustee as successor trustee under the Predecessor Trust and as Trustee hereunder comply with the requirements of said Predecessor Trust and with the laws, rules and regulations applicable thereto. Each Trustor shall be responsible for filing any notices and/or reports relating to that Trustor's Care Fund Trust that may be required to be filed with the Commonwealth of Pennsylvania regarding the establishment of a permanent lot care fund trust, this Trust Agreement and the management, investment and disposition of the funds thereunder. ARTICLE III DEPOSITS Trustor may at any time, and in any amount, pay or direct that moneys constituting Care Funds be paid to Trustee for deposit into any Care Fund Trust established hereunder for Trustor. Trustee shall not be responsible for any Care Funds that shall be deposited pursuant to this Trust Agreement until such Care Funds shall have been actually delivered to Trustee for deposit into Trustoe's Care Fund Trust. It is further agreed that inasmuch as Trustee shall rely upon the accuracy of the information and documentation furnished by Trustor, Trustor agrees to indemnigy and hold Trustee harmless against any and all liability, loss, cost or expense incurred by Trustee resulting from such reliance, which is not a result of Trustee's negligence or wilful misconduct. _ _ _ -- - _ _ _ __ - _ - ---- Trustee agrees to accept- aII Cars Fta~ds~aid~on-#ishelf-of~~stor-anct to-maintain-sudraa~ocmts- - -- - - - - -- - - -- _--- - -- - __- _ -and records as are necessary to carry out its obligations-as Trustee. Trustee shall establish at least one separate and distinct Care Fund Trust for each Trustor which has adopted the terms and provisions of this Trust Agreement pursuant to Article II hereof. -- - - __ Trustee may establ'~sh more#-ar• oils Care=-f~utid'Trr~stft~r-a single Trustor if so specified by-tt ~ __ , -_ ,,. Trustor in separate corporate resolutions for each such Care Fund Trust, provided that the procedures and requirements for establishing a Care Fund Trust, under the Ad and -under this Trust Agreement, are complied with separately for each separate Care Fund Trust. Each separate Care Fund Trust shall be handled by Trustee in tike manner as if each such Care Fund Trust were SCIC~nLtPA r»ns~ 4 governed by its own separate and distinct trust agreement with terms identical to those contained in this Trust Agreement. Trustee shall have no duty whatever to investigate the activities of Trustor or to determine or inquire as to Trustor's operations or the accuracy of information provided by Trustor. Trustee shall not be responsible for determining whether Trustor has complied with requirements under the Act concerning the timing or amount of Accumulated Deposits to be deposited with Trustee. ARTICLE {V POWERS OF THE TRUSTEE Except as otherwise provided under the Act, Trustee shall have the powers normally granted to trustees under Pennsylvania law, specifically including, but not by way of limitation, the power: (1) To collect, receive and receipt for any and all items of income and principal that may be derived from the assets placed under the terms hereof, and to allocate the same either to principal or to income, or partly to one and partly to the other, in accordance with the usual and customary accounting practices of Trustee. (2) To invest and reinvest the assets of each Care Fund Trust pursuant to the provisions of this Trust Agreement. (3) - -To treatstodc dividends; stock-splits and dividends payable in the securities of another company, extraordinary cash ornon-cash dividends, liquidating dividends, stock purchase rights, warrants and options of all kinds, and all similar property_and the right to property, as income of as-pnr~cipal oc pally one -and Partly the other, in acxordance with usual and a~stomary accounting practices of Trustee. (4) To acquire and hold any stock, securities, real estate or any other property, real or personal, in the name of Trustee without disdosing its capacity, or in the name of any other nominee without disclosing its capacity, and in the case of securities, tam,-~f~tes~ed~a~power-of attorney for-theirtra~sfer, to take anck~ ~. - - -- --- keep the same unregistered and to retain them or any part of them in such manner that they wilt pass-~iy~fitv~r'y:. -- -- --- --~----=a -- -- _--- - - (5) To vote all shares of stock in any Care Fund Trust howsoever the certficates therefore may be issued, on all matters, and to give special or general proxies to any person, or persons, wdh or without the power of substitution. SCIGrtiLtPA ~~~ns~ 5 (6) To execute, acknowledge, deliver and accept any and all deeds, deeds of trust, releases, mortgages, certificates, documents, affidavits, declarations and any and all other papers and instruments whatsoever deemed by Trustee necessary or appropriate to carrying out the powers and authority herein granted. (7) To exercise any option or privilege to buy, sell, exchange, or convert bonds, notes, stock or real, personal or mixed property, of any kind. (8) To pay from Eamings of a Care Fund Trust, subject to any applicable limitations under the Act, any and all expenses related to the administration of the Care Fund Trust, including Trustee's fees.as provided for herein. ARTICLE V DUTIES OF THE TRUSTEE Trustee hereby accepts its appointment as trustee of the Care Fund Trusts established hereunder. Trustee shall take title to any assets conveyed to it by a Trustor to be deposited into Trustoe's Care Fund Trust pursuant to the terms of this Trust Agreement for the purpose of investing, protecting and conserving such assets for Trustor, collecting income earned from such assets and distributing principal and income of such Care Fund Trust pursuant to the teens of this Trust Agreement. Trustee shall have no obligation with respect to the activities of Trustor or any previous trustee, and shall not be required to examine the accounts, records or acts of Trustor or any previous trustee; nor shall Trustee in any way or manner be responsible for any act or omission on the part of Trustor or any previous trustee. _ _ ARTICLE VI - INVESTMENT flF TRUST FUNDS - Trustee shall invest and reinvest the assets of each Care Fund Trust only in such manner and in such investments as are permitted under the Act. Subject to the foregoing limitation, Trustee is authorized to invest and reinvest and keep the Accumulated Deposits and Eamings of each Care Fund Trust invested in any kind of property; real, personal or mixed; and any kind of investment, including, but not limited to; common and preferred stocks; any interest in a common trust fund, mutual fund or other such investment maintained by or affiliated with the Trustee; voting trust certficates; bonds; notes; debentures; mortgages; trust deeds; mortgage participations; and SCICMnLLPA (11/15194 s shares or interests in investment funds. Trustor reserves the right to establish investment guidelines to be considered by Trustee, subject to the investment requirements set forth in this Trust Agreement, and Trustee, consistent with its obligations under this Trust Agreement, shall use its best efforts to adhere to said investment guidelines. Any and all such guidelines established by Trustor, as well as changes thereto, shall be communicated to Trustee in writing. ARTICLE VII INVESTMENT ADVISOR Notwithstanding Article VI hereof, authority is hereby reserved by Trustor to select an investment advisor ("Investment Advisor"), if Trustor so chooses, to direct Trustee in the making or retention of any investment and Trustee shall follow such directions received from such Investment Advisor, provided that Trustee shall not be required to follow the directions received from such Investment Advisor should Trustee be of the opinion that the actions being directed by the Investment Advisor would violate requirements under the Act or Trustee's fiduciary obligations. Trustor releases and hereby agrees to indemnify and hold Trustee harmless from any liability, loss cost or expense which may result from Trustee's having followed directions of the Investment Advisor. Said Investment Advisor, in directing Trustee to manage, administer, invest, reinvest and dispose of assets of a Care Fund Trust, shall conform with the investment standards required of~ ~ l - - . Trustee by the Act. Trustor shall designate in writing the name of the Investment Advisor, if any;- - selected and shall submit the name to Trustee in writing. Such notice shall be~effective until revoked by Trustor upon ten (10) days prior written notice thereof to Trustee. ARTICLE VIII DISTRIBUTION OF TRUST INCOME Care Funds held in a Care Fund Trust shall be retained in the Care Fund Trust by Trustee except for the portions such Care Funds which are permitted to be withdrawn under the Ad. SCIC~mItPA (11MSfY4 7 For those portions which may be withdrawn under the Act, Trustee shall retain those portions in the Care Fund Trust until Trustee receives from Trustor a written request for withdrawal from the Care Fund Trust of requested amounts, along with any related documentation which may be required to be provided to Trustee under the Act. Trustoe's withdrawal request shall constitute a covenant, warranty and representation by Trustor that Trustor will use the funds withdrawn solely for the_ purpose for which they were originally accepted by Trustor. After Trustee's receipt from Trustor of Trustor's request for withdrawal and related documentation as set forth above, Trustee shall pay the amount requested to Trustor, and shall make its best efforts to make such payment within fifteen (15) days after such receipt, subject to availability of funds. The amount requested by Trustor shall be based upon records maintained by Trustor or its agents, and Trustee shall have no responsibility for determining the accuracy of any amounts specified or statements made within Trustoe's withdrawal request and related documentation. Trustee may rely conclusively on the amounts specified and statements made in Trustor's withdrawal request and related documentation and Trustor shall release and shall indemnify and hold Trustee harmless from any liability, loss, claim, action, cost or expense resulting from such reliance. Trustee's only responsibility with regard to such request shall be to verify that the form and manner by which such request is submitted comply with the regairements°of this Artic~and where-such-fequest-does comply-with~uch. requirements, to issue payment.-to Trustoras directed in the request. - _ , Notwithstanding tNa above provisions; Trustee shah distr~ite a11'income of the Car+~ Fwd -___ --~, Trust to Trustor semi-annually as provided under the Act, or at such other frequency as may be permitted under the Ad and requested by Trustor. ARTICLE IX -- - - - - TRUST-RECORDS Trustee shall maintain such records for each Care Fund Trust as will evidence the amounts SCICwnLLPA (11/15A4 8 received for deposit, the amounts disbursed and withdrawn, the total amount of Care Funds held and the location, description, and character of the investments of the Care Fund Trust. ARTICLE X REPORTS Trustee shall fumish Trustor, or its agent, a periodic statement showing the activity of Trustors Care Fund Trust for the period covered by the statement, and the readily ascertainable market value of Trustoe's Care Fund Trust as of the last day of the period covered by the statement. Trustee will fumish such additional reports or information related to Trustors Care Fund Trust as may be required of Trustee by the Act, as may be requested of Trustee by the Commonwealth of Pennsylvania or as Trustor or its agents may reasonably request. ARTICLE Xl TRUSTEE'S FEES Trustee shall be entitled to reasonable compensation for services rendered by it pursuant to this Trust Agreement in such amounts as are mutually agreed to by and between the parties hereto, or if no such agreement. is reached, then in such=amounts as shaitfsom-time to-time be set ~ _ ~- forth in Trustee's published fee schedule- which- as ire effect at the tint related services arse = = _- - rendered. Trustee shaft be enfitled to ~a~ sudi ~orriPertsa~on from Earnings of each £are-l~rtct Trust to the extent permitted under the Act. To the extent that Earnings of a Care Fund Trust are insufficient to cover payment of such compensation, or to the extent such compensation cannot be fully paid from Earnings of that-_:~s Fund -TrusE~~tiue to Gmita~frons imposed ur~der~=the-=, -_- =~ -- Trustor sha11 pay that portion of such compensation which_is_not paid from such Eamings.- SCIC~mLtPA 9 ~~~ns~w ARTICLE XII RELIANCE Trustee shall incur no liability to any person when acting upon any notice, direction, or request as set forth in an instrument reasonably believed by Trustee to be genuine and reasonably believed by Trustee to have been executed by the persons authorized by Trustor to provide Trustee with such notices, directions and requests. ARTICLE XIII RESIGNATION OR REMOVAL OF TRUSTEE Trustee shall have the right, upon thirty (30) days' prior written notice delivered to Trustor or its agent, to resign as trustee of Trustor's Care Fund Trust. Trustor shall have the right, upon thirty (30) days' prior written notice to Trustee and upon payment of the accrued and unpaid trustee's fees as provided herein, to remove Trustee as trustee of Trustor's Care Fund Trust. Upon such resignation or removal, Trustor shall appoint a successor trustee, subject to compliance with all related requirements of the Act. Should Trustor fail to appoint a successor trustee within ten (10) days prior to the expiration of the thirty (30) day notice period, Trustee may secure the appointment of a successor trustee for Trustor's Care Fund Trust in any manner permitted by law. Upon the appointment ,and timely notification to Trustee, of a_ successor trustee as __ _ _ provided herein, Trustee shall Vansfer and convey to the successor. trustee all trust assets held by - _ _ _ _ ,:: -_ __. Trustee in Trustot's Care Fund Trust. When said transfer and conveyance are completed, Trustee shall be released and discharged from all liability relating to further administration and investment of Trusto~'s Care Fund Trust. -_:T~ _.. __ _ Any resignation or removal which is effected with regard to a particular Care Fund Trust hereunder shall only be effective. for that particular Care Fund Trust and shall not affect any other Care Fund Trust established hereunder. SCICMe1LtPA (11/15N4 10 ARTICLE XIV AMENDMENT OR MODIFICATION OF THE TRUST Trustee and Trustors may from time to time amend and modify the provisions of this Trust Agreement, in any manner consistent with the Act, by written instrument, provided that any changes affecting the responsibilities of Trustee must be approved in writing by Trustee. Trustee and Trustors shall amend this Trust Agreement when necessary to conform to any applicabl® statutes, rules or regulations. ARTICLE XV APPLICABLE LAW This Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. ARTICLE XVI SEVERABILITY Should any provision of this Trust Agreement be held to be unlawful, invalid or unenforceable for any reason, such provision shall not affect the remaining provisions of this Trust Agreement, but shall be fully severable, and the Trust Agreement shall be construed as if such unlawful, invalid or unenforceable provision had never been included herein. --- - ARTICLE XVII - - -- - - _ -- - -- - This Trust AgTeernent sfialC inure #o-the benefit of-and be binding upon the parties hereto and their respective successors and assigns. _ ARTICLE XVIII - - -- FILING OF NOTICES ANDJOR REPORTS Trustor shall be solely responsible for filing any notices and/or reports that may now or hereafter be required to be filed with the Commonwealth of Pennsylvania, except as may be set SCM,rfILtPA (11/15114 1 1 forth hereinabove, regarding establishment of Trustor's Care Fund Trust and the management, investment and disposition of the funds thereunder. ARTICLE XIX NOTICES TO PARTIES All communications provided for hereunder shall be in writing and shall be deemed to be given when delivered in person or deposited in the United States Mail, first class, postage prepaid and properly addressed as follows: If to Trustor: (name of Trustor) Go Trust Department P. O. Box 130548 Houston, Texas 77219-0548 If to Trustee: FIRST FIDELITY BANK, N.A. Go Mr. Robert B. Gripshover, Jr. vice President 123 South Broad Street, PM6012 Philadelphia, Pennsylvania 19109 ARTICLE XX COUNTERPARTS This Trust Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed and delivered shall be an original -- and all of which wfien take~.~o~at~er-shall_constitute one and the-same isistruEnent. ARTICLE XXI HEADINGS - The headings, subheadings, and numbering of the different paragraphs of this Trust Agreement are inserted for convenience of reference only and are not to be taken as part of this Trust Agreement or to control or affect the meaning, constn.~ction or effect of the same. sCICMnLLPA (11H51~4 12 IN WITNESS WHEREOF, each of the undersigned has executed this Trust Agreement on this the day of , 19 FOREST HILLS MEMORIAL PARK, INC. "Trustor" r Printed Name: Curtis G. ~s Title: Vice President SCI PENNSYLVANIA FUNERAL SERVICES, INC. d/b/a Forest hills Cemetery, Valley Forge memorial Gardens, and Westminster Cemetery 'Trustor" Printed Name: Curtis G. gg,S Title: Vice President FIRST FIDELITY BANK, N.A. 'Trustee" Printed Nan~:~ ~ `r:"?'1~~i~s Title: ~ PRE~IDF.I~ 13 PARAGRAPH 9. ATTACHMENT TO PERMANENT CARE FUND TRUST ARTICLE 1 TRUST pURpOSE 1.1 General Purpose. The purpose of this Trust Agreement and the trust or trusts created pursuant hereto (hereinafter referred to as the "Care Fund Trust" ar "Care Fund Trusts") is to provide for the administration and investment, pursuant to the Act, of all Care funds received by Trustee from each Trustor. . 1.2 Specific Purpose. It is the further purpose of this Trust Agreement to establish an economical method by which each Trustor may comply with the requirements of the Act, to provide a means whereby each Trustor may establish one or more of its own separate and distinct Care Fund Trusts, each governed by terms and provisions similar to those which govern similar Care Fund Trusts of other Trustors and to provide a means whereby the administration and Investment of the Care Fund Trusts of all Trustors may be handled by a single trustee. It is the inters#ion of the parties hereto that one or mare Care Fund Trusts be established for each Trustor, each of which Care Fund Trusts is to be held separately. by Trustee from similar Care Fund Trusts established pursuant to this Trust Agreement; each such separate Care Fund Trust shall be governed by this Trust Agreement and shall be handled by Trustee as a separate and~distinct trust in like manner as if each such Care Fund Trust were governed by ifs own separate and distinct trust agreement with terms identical to those contained in this Trtist Agreement. Nothing herein shall prevent Trustee from establishing multiple sub-accounts, for accour~#ing or other purposes, within a single trust; such sub-accounts shall not be considered separate trusts for the purposes of this Trust Agreement. 1.3 Adoption by Additional Trustors. It is the intent of the parties hereto that additional parties shall be able to join into this Trust Agreement as additional Trustors subsequent to the original execution date of this Trust Agreement by complying with the terms and conditions of Article II hereof. Jul, 9. 2007 2: 33PM ~~~• y• LI]V~ IL;71rM No.41d1 ~. ~ RF.SICNATION, APPOII~' AND ASSI7MI'TI4N .AGXtE~'M,MEN'P Under the PrarConalraletftut, P~Need Fone>ral, .Prs-Need Mcrc~uadise ~,n+~lor P~rpetuel ~~re Gaon-y t D ox Actoant I)ocnmenb Iderth6`led on Sdr<edale 1 hereto (the ~,'rtnst Aocmnentt~ among U.S. ,~an1r;l~o#io~el Aatro~rctianl, ~~a~a Banks Nstlonsl Aesodstlon and ~exvllae CQ>rppnttioat ~-te~rtianat THL~ AV)~;NT is dates as of Apn1 ~~~007, among wachovia Bank, Ngtianal As~acia~ian, It ianal baalrmg assoaa~o~ ("wacbovia"i, U.S. ~k Nations] Assoaa#lon, a nationa3l benkmg association ("IJ.S. Aaak'~, snd Service Corparstian Znterna~ional, a Texas corposstian, Qa >xhelf afits,~f and its affiIiatas (the "Sponsor"}. wr'x: ~. Ptinsuant to the Tit Doclimeu~, wovia C~rantly serves as trustee (the `~rrugtoe°~ as~a getfarms the services gad f~actians is that cap~ity wi'fh. respect to the pre-. constrac#ian, pte-need funeral, Pre need ~i$e a~ll~r perpetual care cemetery trust deposits err ~~~ (~ its gnd Accaunis"} zdenti~ed on Schedule I h~o end any other ]~epa~its Accounts as de~termi~d by the parties, ~ established under anti subject to the . teams ~d condi#itions o~sacli doaeuts. B. The Sponsor desires to appaiut U.S. Bank ~as successor Trt=stee, waahavi,s~l desin~s to assign end transfer tQ U.S. Bank. and U.S. Bask desires to accept arnd perfasm the services, f laictions aad c~fie~s of the Tristee of tUe Dcposiis aad Acca~ts antler the Trust Docwne~. xow Trozt8, the P hereto, ~ consideration of the covenants ~~ undertalcir~ made ham, agree as follows: I. Capitalized terms need but not defined herein sbaU have the resp~#%ve meaain~ established for such trims coder the Tnut Dociimtnts. f1pUS70T~t: D25773.00112~ 11603~iv3 Jul. 9. 2001 2:34PM No. 6135 P. 3 ,1u I, 9. Zs1U7 11.h5~~1 No, 4/S1 N, j 2- This Agreement shall be effective and binding on $ll parties as of April 20.2007 (the "Effective Date"}. 3. 'Waahovis hei+eby resigns ss Trustee of the Deposits and Accounts corder the Trust Documents effective as of the eve Date, and assigns and tran.4fers to U.S. Bank sil of ~4'acbovia's rights, claims sad obligations under such daeumeuts, inciucling without limitgtion, the performance of all Trustee services and functions thereunder, ~ and when U.S. Hank is ]~exeby appointed ~ tl'!8t c~scity. 4. From and a#}ar the Effective D Wathavia sball have no rights, claims or obligations ~ under flee Trust Doetimr.,nts as Tru.4tee of the Deposits and AcCacmta; pxovldeci, hawevet, that Wsalxnvia shall remain responsible to the Sponsor and the othar Dapasit ar Account parties far VVachovia's actiana and omissions in performance of the servicaa, fmctions and duties as Tnrstee oftho Deposits aad Aceo~ts prier td the Effective Date. S. The Sponsor luxreby appoiu;ts ~J.3. l~k to the capacity of'T'iu~tee of each of the Dapoeits sad Accounts under the Trost I7occ~ents. effective on the Effective Date. 6. As appii,eabley ~ Sponsor hereby cor~te to the substitution of U S. Blank as the trustee of the SCI Cemetery Perpdtcml Csure kid, SCI Ft~-need ptmeral Fhmd, SCI Cemetery MGrcheadise ~md, amd SCI U,S. Gcweaume.nt Common Trust Fuad common trust ftmds Brach, a "Fund" and coileciively. the "Funds"}, is each case ssmult~,eously wig. the substitut;on of U,S. Bank as the trustee of the Deposits snd Arcouats par~cipating ~ the bend or ~nc1s. 7• 'U.S. ~zlc hereby accepts the foregoing appointme~ and fully assumes, effective as of the Effective Date, tbFe rim, claims end obligations of Trusts of the Deposits and Accocmte, and agroes to perform the serva~ azad functions of the Trustee, wider applicable regulatory sto~tutes and regulations, and the Tn3st Document, ag expressly Provided therein. 2 Jul. 9. 2007 2;34PM No. 6135 P. 4 Jul, 9. 2447 12:58PM No, 4782 P, 4 Wachavia shall not be responsible for U.S. Bank's actions and atnisslons in performance of ifs services functions and cluuties as'arustee of the Depbs~its and Accovats. 8, The patties hereto each rept~asent and warrant that it has due power and eutbority to inter into Bad has approved, axecufed attd delivered this Agreement to take the actions tender the Trust Documents as pzovided for it above and trm~sf'er the powers, duties and functions of Trustee under the Trl3st Docutneats froaz VVachov~a to U.S. Bat-k. 9. The parties hereto agree tit to the eactent any p~ravisions of the Trust Documents are contrary to or re~rict fife anions to betaken pursuant to this Agreement, the provisions. of this Ag~ment shal>! txatnrol and prevail afld such contrary gad xestrictive Tnasf Docvments' provisions are expressly waived hereby. .! 0. This Agrt mAy be pcccntecl fay each of the parties heaeto oa any number of separate co~~nterparts, e~ah of which shall be on original and all of which taken together shall constitute one and the same inmeat. CFhe rest of this page is inteatlonaily left blaak.~ ~~ , i 3 HOF]S7'pN: 815773.00! 12: 116p3~2v3 Jul, 4. 2007 2 : 34PM Jul, 9, 2D07 12:56PM. No, 6135 P. 5 No. 4782 P. ~ IN WPIZ1SSt~ WI~RBf~F. ~ crftb+~ p~rCias ~e~to Iles caIIaad tI~ ~ #~ t~ d'~ye~u~od end dr~T3v~red ~ }~ ~ ~ sdd~iomaity, ~ to Sa~v~Ce Coepo~tio~ Tio~m~amal, a~ ~b~1f af#ts sue, as aft first sbovo, '~h.C~f~V~A NA~"k'jL A~SQ~I~ON ~ ' ~ '~°"'ter' ~. ~ '~ ~aoc~ac~zr~war ofAa+o~xy off, ~ ET.S. BgNI~ NAxlONAL,AB{~iCiATIIxN $Y Its ~.VI('B ~OI~'.F~ORA~'IaN'IIATIOTiAL, am;tts b~f~d an Ix~tfofite ~ -- ,-- 4 tf1YfA7Y117~ w~e•rs~ wwt ~.t .. e~.i..s Jul. 9. 2007 2:34PM No. 6135 P. 6 Jui. 9. 2~}07 12:56PM No, 478 P, 6 Il~T WITrI'1;55 WI~~~, eat of tb0 parties has oral this ~ ~ be duly e~cacut~d aad dolivered cn its beba~ arui ad~~-. ~ to S~vica Croxpc~atioa ytaa~I, o~ behalf afita a~labas, ss of t'ha date first writ#eri aboV~. ~VAt~$OVIA $ANTC, NATICNAT~ A950~GIA'I~ON Bar Its U.S. HANli~ NATIONAL A~SOC~I~ON - - ~y !~rt~.~r~ta~- i~ ~' ~/r~to~- sszxvi~s co~r~oN~~~a~. on its ba~tf and as oaf fts afl~ates , $Y xa~srr~a:otm~,~oio~ i~ taaa3aav~ Jul, 9. 2007 2:35PM Jul. 9. 7487 12:58PM No, 6135 P, 7 No. X7$2 P. 7 IN WI~'NESS WHEREOF, each ofthe parties I~r~la has tensed this A,g~ament to be duty ex~cut~d sad delivered on its behatf, ~ a~ddst2anaIty, with rospeet ~ Service Coiporaticn Intematianal, tm bnbatf of iZs ai~liates, es of the date first written ab+ave. WACIYOVIA BANK, NATIpNAL ASSA7"tON By .~. Its U. A $y Its 3EItVICE C rnn its bcbelf $Y Its ~.ATif)IV IlV1'ERNATIt3NAi., beb~If of its ciliates 4 xousroH: ~ima.aoiis: i ~om~zv3 Jul, 9. 2007 2;35PM Jul, 9. 2007 12:58PM No. 6135 P. 8 No, 4782 P. $ }30t3S7'ON:4157T3,p0I)3:)1603'$~'sv3 ,luk. 9. 2007 2:35PM Sul. 9. 1Gt3% l1:h8PM SCE J:1 GABAUER 1319293371 SCI PC SUSQNNIdA 1519298380 $C! PC SUSQUEHN 1619298399 SCI FL I'tOHLAN}3-Cl 1519283Q42 8Cl PC ~1~G1=WOQD 16'f929b823 $Cl MD EDOEWOOd iv19287081 SCl Mp SUSQ 0&C 1b19297789 8Ci MD GLENVIIp(3P 1619801226 SCt t't; C3LE=NWOOD 1519601234 SCI MD RQLUNG 1b19il01270 SCI pC ROLUt+fL~ 1899601289 $CI MD RgSEDALE 151D$01288 SCI MD WMI~IRSH #6 i6196D1378 SCl l~ WMARSFi 1819601387 $~I MD BERKS VL'T 1519601537 SCI MD B~RK,S CA 1619601348 • •5C1 PC BJ:RK$ 15196Q1555 SCI MD LIMERICK 1619801783 SCI PC YVOODLA1r11Ir1 2019291 $3G SCl PC GREENVILL 2019291854 SCI MD INQDDRA1NAi 2019299881 SCI Mp GI~EENVILL 2019aD1907 SCI PG WQQDLAIMN 2Dt9291934 SCI ~ WDRlD(~E 201929B3S0 GC1 PC GFt~NLAVVN x'18298378 sCI 1~D W~C7DRIDGE 2019296528 SCI IAD C3F~~NLAIIVN 2011A2B8~13 No. 6135 P. 9 No. 4782 P, 9 rL.~ 6• xovS7nar: a.~3773.oau3; >>6n3~a Sul. 9. 2001., 2;35PM No. 6135 P. 10 • Dui. 1, lUU! i1;h~rM ~ No. 4181 N, 10 AG NCMD d9rp 3115001890 At3 NGMp SZHILLGR 3115Q0171S AO NCPC ~3U1LFO 311b001743 AG NCMD 80GU1LFO 3115QQ1752 AG NCPC i69RALE1 3115001761 ACS, NOD 189RALEI 3116001770 AG NCPCA60t3UILF 3116001E~12 AG NCPt~4 46FORE 3115001958 AG MSMD 5765FQRE 311bD0198b A6 MSpC 5755FORE 3115001994 A[3 NCOC B1 CAR(?LI 31150022b2 AG NCC?C 83WESTVi 31150022®8 AO NCOC 54YORK 3115002350 A6 NCOC 7B~UIMBE 3116002389 Aa NCB b9WEST1~+11 3115bb2378 ACS N~OC 48F'OFtE87 3116002387 GOC 49GA5TO 3115002396 AG NCOC b2HILLCR 31i50a2dos AG NCOC r30~3UlLFO 3"!'I800.?a421 AG NCOC f89RAl.EI 311~a00?A30 AG NCPCA a9GA$TD 311 SOOZ666 AG ~GFC 52H1LLCR 3115008554 AG NCPC 69yVE6TM1 31'150o25s2 ArG NCPCA 189Fii4LE 3116008608 AC3 MSPC 22'6PARKW 3115oQ2705 AO M$F14t 85d7FGA 311bDD39D1 AG ALFM GRANTOR 3115Q07603 AG SCCM 2073SOUT 3115008309 AG SCPC 20'TSSDUT 8115008318 7 NQUSTON; 0137T3.OQ~11: 1160383v3 Jul. 9. 2007 2:36PM Jul. 4. 2441 12:58PM E80-L#2174 MT ~~ 407D015704 B.QAV~$ 2172 MT ~ 4019p757'7$ E.I.I"fE 44-PN +4019015731 G~.TMEM1~3511-PN 4D49D15777 E.I.ITE 1~22~4-PN 401$01b802 GLT I~EA11~1/8811MT 4049015919 SKYWAY# 55Q7 A+Ci' 4p19p7593T BARD $ANC2D87-MT ~ 4019015946 Gl.T MEk~5511 Cd.M 4078016108 ORDN C CN2037 401901814a CLT AAEtu~1 X91 PN 407901618$ GRD C1/2037PN 4p19p18384 MMEBO 2173 $PEC 4019016455 GRD SANG4<24S7PN dQ19016525 CORAI.#1/2046 C&M 40i901661~4 CORAI.~2Jl.204BM7 4p19p7S673 M/NEBa#12174 PC 4019018721 KENDAL~'12173 PC 4019016]'49 P.BGH/L~239 PN 4099016776 9.DAVlD$2172 PC 4019016945 l~JVER~1 ~v599 CN 4019p76drr4 wvER~2 a~ 4049016966 R3VER# 5599 C&M 4018015972 L.EE MEM~3 22Q0 4019016D9D LEE Md4~k122SO 4b19017043 C,RD SANC5f2p37PN 4D1DD17186 SICY/L~ 5307 G&M 40'!90172$8 LEVITT~12693 PN 407$017310 LEV17T`#3 ?893 PN 4019D17338 LEWiT1~52693?N 40 7 907 7382 B.DAV`47 2772 MT 4019017478 .KA17EK#41226D PN 4079017793 No. 6135 P. 11 No. 4782 P. 11 S HOiJS'P4N: p1: 773,00] i2: Z 160~383v3 Sul. 9. 2007 , 2;36PM No, 6135 P. 12 ~u~. 9, 1U11/1'1:h6NM ~ 'No.4161 N, 11 lA1CESIDE IY 40184DDB~ C~RACELAt~ID CB~M 4EY196T4305 PINELAWI~ C&M TA x01 9741 1 35 PINELAWN MDSE TA +401 D7~1183 RU91N-ZII. FNI. h1M 4019742134 (31~ACFLAND G~iM TA 4018840208 GRACEIAND MDSE Q019540215 LM. PARK 40'19840242 LM. PARK 4819640250 SCI FL KElLl1M 5019281182 SCi F1. ~vs~wooo a019Z81216 HOUSTON: Qt5773.0411Z:1f603~v3 J uJ~ i 9. y 200~~~., 21:1 ~P~PM No. X782 P. X13 SCJ FL HAYB~PBDY 551929917 SCt Ft. AD FARM 55992D8788 9CI FL BIRMMO 55192982t]'t SCI Flr FQtiT1N 551929$210 SCI Ft JRH ~ 5579298238 t3C1 Ft. LINDgUIST 5518298247 SGI FL THIB~AtJLT 6579298268 SCI 11 VEILLEUX 8599298274 BCl FL PI.UMMER ' SS18288283 earl ry lti~iil~YY aa~ww wwwww • NOUSTCIN: 4f 3773.001 12: 1)d03~r3 ~n ' dui. 9. 2001 , 2:,31PM • gut. ~. LUi}I l~:h~~M sc~ pc ~Ea wASH so1s~~ ~G! fL fLECK 80iD;t9~955 SCI PG L3E4 WASH BOi92.9307i $GI fl., 1. BYERS ~ 8Q192@3a43 SCl FL FILER BOi9293552 SCl MDARBUTUS 8p19293632 SCI PC ARBUTUS 8019294178 SCI F1 BUR~EE eC192$547i BCl PC CEDAR 80192x5970 SC! MD CEDAR BOi9Z9a~9B9 SCI PG MO MEM'L 80192x6336 SCl MD MD MENI'I, ${779296345 SC1 M©MD NTL l30192xTB3$ No. 6135 P. 14 No, 47$~ P. 14 la HQUS7Y)N: o~S773.00i ]_: 1 ]503B2v3 PARAGRAPH 14. PARTIES RECEIVING NOTICE Gibraltar Mausoleum Corporation d/b/a Rolling Green Cemetery c/o SCI Pennsylvania Funeral Services Inc. Attn: Eric Bartee, Director of Treasury 1929 Allen Parkway Houston, TX 77219 Madelayne Cordero, Vice President US Bank Private Client Group 200 S. Biscayne Boulevard, 18th Floor Miami, FL 33131 1289 101555.00912/21703857v.1 BLANK Phone: (215) 569-5571 Fax: (215) 832-5571 Email: glassman@blankrome.com Clerk of the Orphans' Court Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 ROME «P COUNSELORS AT LAW July 14, 2008 n.a C7 C ~ m C.. ? `-? t`° -- ~ ~ 1~ C... ~ r -,,-.1 C. .. ,..! ~:f _'_I !' N Re: Rolling Green Cemetery Company Inc. Permanent Lot Care Trust #1289 Case No. 21-00-364 Dear Sir/Madam: Enclosed for filing in the above-captioned case, please find the following documents: a. Original and one (1) copy of Second and Final Account of Wachovia Bank, N.A. (formerly First Union National Bank), Successor Trustee; b. Petition for Adjudication/Statement of Proposed Distribution Pursuant to Pa. O.C. Rule 6.9; Check in the sum of $1,330.00 in payment of the filing fee. In addition, I am writing to confirm the instruction received from one of the clerks in your office that attorney appearance in court is not necessary in connection with this matter. Should you require any additional information, please do not hesitate to contact me at the above number. I would appreciate it if you would date stamp the enclosed extra first pages of the Account and the Petition for Adjudication and return them to me in the enclosed self-addressed, stamped envelope. Thank you very much for your assistance in this matter. Very truly yo , Bernard Glassman 101555.00912/21705514v.1 BLANK ROMEL~P COUNSELORS AT LAW Clerk of Orphans' Court July 14, 2008 Page 2 BG:gc Enclosures cc: Madelayne Cordero, Assistant Vice President One Logan Square 130 North 18th Street Philadelphia, PA 19103-6998 www.BlankRome.com 101555.00912/2178~1~~4v.1 • Florida New Jersey New York Ohio Pennsylvania Washington, DC Hong Kong COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNYSLVANIA ORPHANS' COURT DIVISION Docket No: 21-2000-0364 IN RE: SECOND AND FINAL ACCOUNT OF WACHOVIA BANK, N.A., TRUSTEE FOR THE ESTATE OF TRUST UNDER DEED OF GIBRALTAR MASOLEUM CORPORATION d/b/a THE ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST AND PETITION FOR ADJUDICATION/STATEMENT OF PROPOSED DISTRIBUTION ORDER OF COURT AN NOW, this 26th day of August, 2008, the herein account is confirmed absolutely and distribution is decreed in accordance with the proposed schedule of distribution herewith. -~ ~ r. _ ;' ~, `~ i. ~) nv ~ruv ~nr ro-r ~~i SOS _ I ~~ TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION li I ', NAME OF TRUST ', (TRUST UNDER WILL OF i t or TRUST UNDER DEED OF ROLLING GREEN CEMETERY ~~ DATED OCTOBER 30, 1995 ) ', ZJ- Oo-o~ 61 200 0 64~ ,,,, '~ - - No. 0 PETITION FOR ADJUDICATION / ~ ~ ~~.~ R, ~.-~. ,~~ STATEMENT OF PROPOSED DISTRIBUTION ~' z _--' --~ PURSUANT TO Pa. O.C. Rule 6.9 ~ I - =' - ~+ _ ~:..7 S•"1 This form may be used in all cases involving the Audit of Trust Accounts. If space #s insu,,~`tcient, riders may be attached. ', INCLUDE ATTACHMENTS AT THE BAC%OF THIS FORM. Name of Counsel: Nina B. Stryker /Erin E. McQuigg Supreme Court I.D. No.: 36531 Name of Law Firm: Obermayer Rebmann Maxwell & Address: 1617 J.F.K. Blvd. - 19th Floor Philadelphia LLP PA 19103 Telephone: 215-665-3057 ~' Fax: 215-665-3165 Form oC-02 ,~,~ rn. r3.nrs ~ Page 1 of 10 L_ r Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND 1. Name(s) and address(es) of Petitioner(s): Petitioner: Petitioner: lVnme: See Rider A attached. Address: 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee ................................. ........ ^ B. Interpretation ......................................... II ........ ^ C. Discharge of Trustee .................................... ~ ........ m D. Transfer of Situs ...................................... . F ........ ^ E. Appointment of Ad Litera ................................. ~ ........ ^ F. Minor, Unborn or Unascertained Beneficiary(ies) ..:.......... F . , ...... ^ G. Principal Distribution .................................... ~ ........ ^ H. Partial/Full Ten~nination of Trust ...........................t ........ ^ I. Missing Beneficiary(ies) ................................. ........ ^ J. Cy Pres .............................................. ~ ....... ^ K. Williamson Issue* ...................................... } ........ ^ L. Other Issues ...........................................a~........ m List: Confirmation of Successor Trustee I'~ Please note: A detailed explanation of issues checked should be set forth at item 13'below. Ste Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustce was also Executor of the settlor/deced~nt's estate and neceiwed commiuia-s in such capacity. Eon„ oc-o2 rev lal3:r>6 ' Page 2 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE T11~UST FUND 3. Testamentary Trust: Decede: Date of Date(s) Date of or Inter Vvas Date of Tr Date(s) of October 30, 1995 March 15, 1996 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: B. Identify all prior accountings and provide dates of adjudication. First Account -Adjudication dated August 26, 2008 5. A. State how each Trustee was appointed: First Fidelity Bank, N.A., now Wachovia Bank, N.A., was named Trus i ktnder the original agreement. On Apri120, 2007, Wachovia Bank, N.A. resigned nd U.S. Bank, N.A. was appointed trustee. On November 16, 2009, U.S. Bank, .A. resigned as trustee and SunTrust Banks, Inc. was appointed successor tee. B. If a Petitioner is not a Trustee, explain: U.S. Bank, NA is the former trustee. All trust balances have been transferred to the successor trustee. Foy oc-oz ,~,. in.i3.oh IPage 3 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND 6. State how and when the present fund was awarded to Trustee(s): ~ By adjudication of the Honorable Judge J. Wesley Oler, Jr. on August 26, 008. 7. Period covered by accounting: September 30, 2006 8. Current fair market value of the Trust principal is $ 0•~ 2 of Account.) 9. State concisely the dispositive provisions of the Trust: See Rider B attached. (See page 10. Explain the reason for filing this Account (if filed because of the death of aarty, state name of person, relationship to Trust and date of death): On November 16, 2009 U.S. Bank, NA resigned as trustee pursuant to the esagnation, Appointment and Assumption Agreement dated November 16, 2009, a cop o~which is attached hereto. By the same document, SCI Pennsylvania Funeral Service ,Inc. designated SunTrust Banks, Inc. as successor trustee. Fo,~ Dena „r,~ n~ is.r~s ~ November 3p, 2009 Page 4 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND 11. State why a Petition for Guardian/T'rustee Ad Litem has or has not been fil~d for this Audit (age Pa. O.C. Rule 12.4): n/a !! 12 A. State the amount of Pennsylvania Transfer Inheritance Tax and Penney ~vania Estate Tax paid (including postponed tax on remainder interests), the dates of~ayment and the interests upon which such amounts were paid: Date Payment n/a B. If any such taxes remain unpaid or are in dispute, explain: 13. Describe any questions requiring Adjudication and state the position of Peti Toner(s) and give details of any issues identified in item 2: ~, See Rider C attached. Porm oc-na „~ ro.is.ah Page 5 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND 14. Written notice of the Audit as required by Pa. O.C. Rules 6.3, 6.7 and 6.8 as been or will be given to all parties in interest listed in item 15 below. In addition, notic~ of any questions requiring Adjudication as discussed in item 13 above has been o~ wkll be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parries receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of a names and addresses of the parties receiving such Notice shall be submitted at d Audit together with a statement executed by Petitioner(s) or counsel certi ing that such Notice has been given. ~ C. If any such party in interest is not sui juris (e.g., minors or incapaci at~d persons), Notice of the Audit has been or will be given to the appropriate rep~ese~ntative on such party's behalf as required by Pa. O.C. Rule 5.2. D. If any charitable interest is involved, Notice of the Audit has been o vuill also be given to the Attorney General as required under Pa. O.C. Rule 5.5. addition, the Attorney General's clearance certificate (or proof of service of otfce and a copy of such Notice) must be submitted herewith or at the Audit. ~i 15. List all parties of whom Petitioner(s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, chari ble or non-charitable: This list shall: ~~ A. State each party's relationship to the Settlor/Decedent and the natur~ of each party's interest(s); SunTrust Banks, Inc. Successor Trustee Attn: Melanie Cianciotto 300 South Orange Ave. Suite 1600 Orlando, FL 32801 SCI Management Corporation Attn: Eric Bartee 1929 Allen Parkway Houston, TX 77219-0548 Settlor & Beneficiary ~ 100% Foy oc-na ,~~ in.~s.o6 ', Page 6 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND r~ US Bank, National Association Resigning Trustee Attn: Jodi Kalter 200 S. Biscayne Blvd. 18th Floor Miami, FL 33131 PA Office of the Attorney General Parens Patriae Charitable Trusts & Org. Section Strawberry Square Hamsburg, PA 17120 B. Identify each party who is not sui juris (e.g., minors 'or incapacitat p4'rsons). For each such party, give date of birth, the name of each Guardian how each Guardian was appointed. If no Guardian has been appointed, identi tike next of kin of such party, giving the name, address and relationship of each and n/a C. If distribution is to be made to the personal representative of a de state date of death, date and place of grant of Letters and type of 16. If Petitioner(s) has/have knowledge that a Trust share has been assigned or provide a copy of the assignment or attachment, together with any relevant documentation. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. P~y~ granted. FormOGO2 „~ ro.r3.rks Page 7 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND B. If a principal commission is claimed, state amount. C. If a principal commission is claimed, state the amounts and dates df any principal commissions previously paid in prior accounting periods. Amount Date Paid 18. If a reserve is requested, state amount and purpose. Amount: Rmpose: If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ........................................ ~ Yes ~No If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution? .......................... ~ Yes ~No Form OC-o2 rev ia. rs.a6 'Page 8 of 14 __ _ __ ~_ __ Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the paes entitled and suggest(s) that the distributive shares of income and principal (residuary share, being stated in proportions, not amounts) aze as follows: A. Income: Propostd Distributee(s) SunTrust Banks, Inc., Trustee B. Principal: AmoundPtnportion Proposed Distrlbutee(s) Amount/Proportion ~, SunTrust Banks, Inc., Trustee 1 p0% ~' it Submitted By: ' (All petitioners must sign. Add additional lines if necessary): ', U.S. Bank, National Association I! ~~ Petitioner: Name of Petitioner: Form OG(13 rev I U. /3.06 Page 9 of 10 Name of Trust: ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND Verification of Petitioner (Verification must be by at least one petitioner.) ', The undersigned hereby verifies * [that rye/ske ~_ is r;gyre l~ ~(Q_ of the above-named nameojcorporm;on U.S. Bank, National Association and] tha the facts set forth in the foregoing Petition for Adjudication /Statement of Proposed Distributi n which are within the personal knowledge of the Petitioner are true, and as to facts based on tl~e information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any False statements herein are made subject to the penalties of 1 S Pa. C.S. § 4904 (relating ~ unsworn falsification to authorities). * Corporate petitioners must complete bracketed infornratton. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adj dfcation / Statement of Proposed Distribution is a true and accurate reproduction of the form edition authorized by the Supreme Court, and that no changes to the form have been made e~ond the responses herein. J Signature of Counse for Petiti ner Si of Petitioner Far,„ oc-o? ne,• ra. r3.~ Plage 10 of 10 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA ORPHANS' COURT DIVISION N0.21-2000-0364 SCI PENNSYLVANIA FUNERAL SERVICES, INC. d/b/a ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND RIDER A 1. Name(s) and address(es) of Petitioner(s): Jodi Kalter Vice-President, Relationship Manager U.S. Bank, National Association 200 S. Biscayne Boulevard, 18`h Floor Miami, FL 33131 4480933 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA ORPHANS' COURT DIVISION N0.21-2000-0364 SCI PENNSYLVANIA FUNERAL SERVICES, INC. d/b/aI ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUSiT FUND RIDER B 9. State concisely the dispositive provisions of the Trust: The Rolling Green Cemetery Permanent Lot Care Trust Fund was ri~ginally created pursuant to the SCI Master Cemetery Permanent Lot Care Fund T st Agreement ("Master Trust") of October 30, 1995. This agreement was subsequently ended and restated on March 15, 1996. Under the terms of the Master Trust, the purpose of the Trust is to ave the amounts paid or to be paid to Trustor (Rolling Green Cemetery) by porch ers of interment spaces aze given to the Trustee, now SunTrust Banks, Inc., to a mister and invest. It is the further purpose of the Trust to create one or more Care F ~d Trusts for each Trustor, to beheld and administered as if it were a separate and disti~ct trust with identical terms as the Master Trust. All income is distributed semi-annually and Principal is distributed) upon written request of the Trustor to use for care of the cemetery lot. 4480936 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA ORPHANS' COURT DIVISION NO. Z1-2000-0364 SCI PENNSYLVANIA FUNERAL SERVICES, INC. d/b/a ROLLING GREEN CEMETERY PERMANENT LOT CARE TRUST FUND RIDER C 13. Describe any questions requiring Adjudication and state the position of PetitiOner(s} and give details of any issues identified in item 2: 1). Accountant requests that this Honorable Court discharge U.S. Banl~, N.A., resigning trustee, of their fiduciary duties as trustee. 2). Accountant requests that this Honorable Court confirm the designation of SunTrust Banks, Inc. as successor trustee. 3). The Court is requested to approve the payment of counsel fees in tt~e amount of $4,000.00, plus the cost of filing fees to Obermayer Rebmann Maxwell & Hippel ~.LP from the principal of the trust. 4480939 ' I hereby certify that the following is a true .. ~ ,. and correct copy of the original document. r Erin E. M 'ggan A L 73 _ SC! MASTER CEMETERY PERMANENT LOT CARE FUND TRUST {PENNSYLVANIA) ..:.;. THIS SCI MASTER CEMETERY PERMANENT LOT CARE FUND TRUST AGREEMENT (tfie'?rust Agreement"} is made and entered into this ESL day of _~~ ~Qz-' . 19~by and between those enfities executing. the signature page or pages of this Trust Agreement as "Trustor" (such entifies being hereinafter referred to individually as 'Trustor" and referred to collectively as. `Trustors'~ and First Fidelfty Bank, N.A., a trust company with frdary power {hereinafter referred to as 'Trustee" . ~ ~ ~-- ~; T7 ~ ~ u_~ r ~`, ~~ ~ ~7 ~~r WtTNESSETH: ~~~~ r~ -7; ~~ WHEREAS, Trustor is owned, either directly or indirectly, by Servir~., ~rporati ftn ~ °~~ International and is or has been engaged in the business of opereting cemeteries within fh'~ ~ Commonwealth of Pennsylvania subjec# to the provisions of Pennsylvania Consolidated Statutes Annotated, Title 9, as amended, and related rules and regulations of the Commonwealth of Pennsylvania, as amended, (such statutes, rules and regulations hereinafter collectively referred to as the "Act's; and WHEREAS, those amounts required under the Act to be deposited to a permanent lot care fund (such amounts being hereinafter referared to as "Accumulated Deposits"), relating to amounts paid or to be paid to Trustor by the purchasers of interment spaces, are required under the Act to be deposi#ed~with a tnastee meeting the n~quiremen#s of the Act; and WHEREAS, Trustee is qualified to serve as a trustee of such Accumulated Deposits pursuant #o the requirements of the Act,~and Trustor desires to.deposit such Accumulated Deposits with Trustee and to appoint Trustee as trustee of such Accumulated Deposits; and WHEREAS,Trustoraad Trustee desire that this Trust Agreement. govern ail Accumulated Deposits deposited by Trustor with Trustee and income and net principal gains on such a SC(CemLIPA (11115194 i Accumulated Deposits (such Income and net principal gains being referred to hereinafter as "Earnings"}; NOW, THEREFORE, Trustor and Trustee do hereby enter into this Trust Agreamerrt, and agree that a!l.Axumulated Deposits hereafter deposited with Trustee by Trustor pursuant to this Trust Agreement, and Earnings thereon, (such Aa:umulated Deposits and Earnings being hereinafter refenaed to collectively as "Care Funds"j shall be administered in accordance with the Act and the following terms and conditjons: ARTICLE I TRUST PURPOSE 1.1 General Purpose. The purpose of this Trust Agreement and the trust or trusts created pursuant. hereto (hereinafter~referred to as the "Care Fund Trust" or "Care Fund Trusts' is to provide for the administration and investment, pursuant to the Ad, of all Care Funds received by Trustee from each Trustor. 1.2 Specific Purpose. It is the further purpose of this Trust Agreement to establish an economical method by which each Trustor may comply with the requirements of the Act~.to provide a means whereby each Tnistor may establish one or more of its own separate and distinct Care Fund Trusts, each governed by terms and provisions similar to those which govern similar Care Fund Trusts of other Trustors and to provide a means whereby the administration and investment of the Care Fund Trusts of al! Trustors may be handled by a single trustee. [t is the intention of the.parfaes hereto that one or mare Care Fund Trusts be established for each Trustar, each of which Care Fund Trusts Is to be held separately by Trustee from similar Care Fund Trusts established pursuant to this Trust Agreement; each such separate Care Fund Trust shall be governed by this Trust Agreement and shall be handled by Trustee as a separate and. distinct tnas# in tike manner as if each such Care Fund Trust were governed by its awn separate and distinct frost agreement with terms identical to those contained in this Trust Agreement. Nothing herein SCICemtLPA (1 Slt51B~{ 2 sha8 prevent: Trustee from establishing multiple sub-aa;ounts, for ~aa~ounting or other purposes, within a single trust; such sub-accounts shag not be considered separate trusts for the purposes of this Trust Agreement. 1.3 Adoption by Additional Trustors. It is the intent of the parties hereto -that additional parties shall be able to join into this Trust Agreement as addi#onal Tnlstors subsequent to the original execution date of this Trust Agreement by complying with the terms and condTgons of Article ll hereof. ARTICLE 11 ADOPTION BY~ADDiTIONAL TRUSTORS From time to time, entities who have engaged in or are engaged in the business 'of operating cemeteries within the Commonwealth of Pennsylvania may adopt, subject to the requirements of this Article, the terms and provisions of this Trust Agreement by executing an appropriate corporate resolution acceptable to Trustee. Upon delivery to Trustee hereunder of such resolution, written acceptance and approval by Trustee, and delivery of the related Care funds, the entity so adopting thEs Trust Agneement shelf become:a Trustor hereunder. If a Trustor established a permanent lot care fund trust ("Predeoessor Trust's before tyre date of such Trvstor"s adoption of this Trust Agreement, and such Trustor desires that such Predecessor Tnast be. governed by the terms and cond'~tions of this Tivst Agreement, then the adopting resolution of such Trustor shall provide for the appointment of Trustee hereunder as successor trustee under said ,Predecessor Trust and shall further provide that the Predecessor Trust is amended in its entirety and that the provisions hereof shall be substituted for those set forth in said Predecessor Trust and shall provide for delivery of the Care. Funds then held in the Predecessor Trust to Trustee. U}~on appointment of Trustee as successor trustee of such~Predecessor Trust, Trustee shall not be required to examine the accounts, records and/or acts of any previous trustee. nor sha[I Trustee be responsible for any act or omission on.the part of any pn:vious #rustee. Each Trustor represents scic.m.~.~~ ~tv~sra4 3 for the benefit of Trustee that the procedures followed to effect the appointment of Trustee as successor trustee under the Predecessor Toast and as Trustee hereunder comply with. the requirements of said Predecessor Trust and with the laws, rules and nx~ulations applicable thereto. Each Trustor shall be responsible for filing any notices and/or reports relating to that Trustoe's Care Fund Trust that may be required to 6e filed with the Commonwealth of Pennsylvania regarding the establishment of a .permanent lot care fund trusf, this Trust Agreement and the. management, investment and disposition of the funds thereunder. ARTICLE tl! DEPOSITS Trustor may at any time, and in any amount, pay or direct that moneys constituting Care Funds be paid to Trustee for deposit into any Care. Fund Trust established hereunder far Trustor. .Trustee shall not be responsible for any Care Funds that shall be deposited pursuant to this Trust Agreement until such Care Funds shall have been actually delivered to Trustee for deposit into Trustoe's Care Fund Trust. It is further agreed that inasmuch as Trustee shall rely upon the accuracy of the information and documentation famished by Trustor, Trustor agrees to indemnify and hold Trustee harmless against any and all. liability, Toss, cost or expense incurred by Trustee resulting from such reliance, which is not a result of Trustee's negligence or wilful misconduct. . Trustee agrees to accept all Care Funds paid in on behalf of Trustor and to maintain such accounts and records as are necessary to carry out its obligations as Trustee. Trustee shall establish at least one separate and distinct Care Fund Trust for each Trustor which has adopted the terms and provisions of this Trust Agreement pursuant to Article II hereof. Trustee may establish more than one Care Fund Trust for a single Trustor if so specified by that Trustor in separate corporate resolutions for each such Care Fund Trust, provided that the procedures and requirements for establishing a Care Fund Trust, under the Act acid ur-der this Trust Agreement, are complied with separately for each separate Care Fund Trust. Each separate Care Fund Trus# shall be handled by Trustee in like manner as if each such Care Fund Trust were SCICemLt.PA ~tivisrea 4 governed by its own separate and distinct trust agreement with terms identical to those contained in this Trust Agreement. Trustee shall have no duty whatever to investigate the activities of Trustor or to determine or inquire as to Trustor's operations or the accuracy of inforrna5on provided by Trustor. Trustee shaii not be responsible for determining whether Trustor has complied with requirements under the Act concerning the timing or amount of Accumulated Deposits to be deposited with Trustee. ARTICLE N POWERS OF. THE TRUSTEE Except as otherwise provided under the Act, Trustee shaii have the powers normally granted to trustees under Pennsylvania taw, spedficapy inducting, but not byway of limitation, the' power: (1} ' To collect, receive and receipt for any and all items of income and prindpal that may be derived from the assets placed under.the terms hereof, and to allocate the same either to'prindpal car to Inoome, o"r partiy~to one~~arid partly to the other, in accordance with the usual and customary accounting practlces of Trustee. (2} To invest and reinvest the assets of each Care Fund Trost pursuant to the provisions of this Trust Agreement. ~ ~_ (3} To treat stock dividends, stock spills and dividends payable in the securities of another company, extraorclinary cash or non-cassh dividends, liquida~ng dividends, stock purchase rights, warrants and.opfions of all kinds, and ail similar property and the right to property, as income or as prindpal, or partly one and partly the other, in acxrordanoe with .usual and customary accounting pracHc;es of Trustee. (4) To acquire and hold any stock, securities, real estate or any other properly, real or personal, in the name of Trustee without dtsdosing~ its capacity, or in the name of any other norrifnee without disdosing its capadty, and in the case of securities, to attach, if desired, a power. of attorney for their transfer, to take and keep the same unregistered and to retain them or any part of them. in suds manner that #hey will pass by delivery. . , (5) ... To vote all. shares of stock in any Care Fund Tnist~ howsoever the certifcates therefore may be issued, on all matters, and to give spedal or general proxies to any person, or person's, with or without the power of substitution. SCICemttPA {11lt5/84 5 =~- (6) To execute, acknowledge, deliver and accept any and a!I deeds, deeds of trust, releases, mortgages, a+rtificates, documen#s, affidavits, declarations and any and ail. other papers and instruments whatsoever deemed by Trustee ~ ~`"'~ necessary or appropriate to canying out the powers and authority. herein granted. (7} To exercise any option or privilege to buy, sell, exchange, or convert bonds, notes, stock or real, personal or mixed property, of any Idnd. (8) To pay from Earnings of a Care Fund Tn~st, subject to any appli(~bie limitations under the Act, any and all expenses related to the administration of the Care Fund Trust, including Trustee's fees as provided for he~reM. ARTICLE V DUTIES OF THE TRUSTEE Trustee hereby accepts its appointment as trustee of the Care Fund Trusts established hereunder. Trustee shalt take title to any assets conveyed to it by a Trustor to be deposited into Trustoe's Care.Fund Trust pursuant ;to the terms ofthis Trust Agreement_for the pur-pose of investing, protecting and conserving, such assets for Trustor, collecting income earned from such assets and distributing principal.and income. of such Care Fund Trust pursuant to the terms of this Trust /agreement. Trustee shalt have no obligation with respect to the activities of Trustor or any previous trustee, and shall not be required to examine the accounts, records or acts of Trustor or any previous trustee; nor shall Trustee in anyway or manner be responsible for any act or omission on the part of Trustor or any previous trustee. ARTICLE Vi INVESTMENT OF TRUST FUNDS Trustee shall Invest and reinvest file assets of each Care Fund Trust only in such manner and in such investments. as are permitted under the Act. Subject to the foregoing limitation, Trustee Is authorized to invest and reinvest and keep the Accumulated Deposits and Earnings of each Care Fund Trust invested in any kind of property; real, personal or mixed; and any kind of investment, including, but not limited to; common and preferred stocks; any .interest in a common trust fund. mutual fund or other such investment maintained by or affiliated with the Trustee; voting trust certificates; bonds; notes; debentures; mortgages; trust deeds; mortgage particlpations; and SCiCertfll.PA (11/15!91 s shares or interests in investment funds. Trustor reserves the right to establish investment guidelines to be considered by Trustee, ~ ~'" subject to the investment requirements set forth in this Trust Agreement, and Trustee, consistent with its obiiga#ions under this Trust Agreement, shall. use its best efforts to adhere to said investment guidelines. Any and ail such guidelines established by Trustar, as web. as changes thereto, shall bye communicated to Trustee in writing. ARTICLE ViI. INVESTMENT ADVISOR Notwi#hstanding Article Vi hereof, authority Is hereby reserved by Tres#or to select an = investment advisor ("Investment Advisor', if Trustor so chooses, to direct Trustee in the making or. retention of any investment and Trustee shall follow such directions received from such investment Advisor, provided that Trustee shall not be required to fol[orv the directions received from such investment Advisor should Trustee be of the opinion that the actions being directed by the Investment Advisor would~vtofafe'requirements under the Act or Trustee's fiduciary'obligatidns. Trustor n~leases and hereby agn:es'to indemnify and hold Trustee harmless~fram any liability, toss cost or expense which may result from Trustee's having ~foUowed directions of the investment Advisor. Said Investment Advisor, in directing Trustee to manage, administer, invest, reinvest and dispose of assets of a Care Fund Trust, shalt conform with. the investment standards required of Trustee by the Act. Trustor shalt designate in writing the name of the investment Advisor, if arty, selected and shah submit the name to Trvs#ee in writing. Such notice shall be effective until revoked by Tntstor upon fen (10) days prior written notice thereof to Trustee. ARTICLE Viii DISTRIBUTION OF TRUST INCOME Care Funds held in a Care Fund Trust. shall be retained in the Care Fund Trust by Trustee except for the portions such Care Funds which are pennifted to be withdrawn under the Act. sc~c.R,~.t.~a . (tvtsls~ 7 ,,, For those portions which may be withdrawn under the Act, Trustee shall retain those portions in the Care Fund Trust urttii Trustee r+ec;eives from Tn~stor a written ~~ ~`"~ request for withdrawal from the Care Fund Trust of requested amounts, along with any related documentation which may be required to be provided to Trustee under the Act. Trustoe's withdrawal request shall constitute a covenant, warranty and representation by Trustor that Trustor wiA use the funds withdrawn solely for the purpose for which they were originally accepted by Trustor. After Trustee's receipt from Trustor of Tnastor's request for withdrawal and related documentation as set forth above, Trustee shali pay the amount requested to Trustor, and shalt make its best efforts to make such payment within fifteen (15) days after such receipt, subject to availability of funds. The amount requested - by Trustor shall be based upon records maintained by Trustor or its agents, and Trustee shaft have no responsibility for determining the accuracy of any amounts spedfied or statements made within Truste's withdrawal. request and related documentation. Trustee may rely conclusively on the amounts spedfled and statements. made in Trustoe's withdrewai request and related documentation and Trustor shall release and shall indemnify and hold Trustee harmless from any liability, loss, daim, action, cost or expense resulting from such reliance. Trustee's only responsibility with regard to such request shall be to verify that the.form and manner by which such request is submitted comply with the requiremen#s.of this Article, and, where such request does comply with such requirements, to issue payment to Trustor as directed in the request. Notwithstanding the above provisions,~Trustee shatl.distribute ail income of the Care Fund Trust to Trustor semi-annually as provided under the Act; or at such other frequency as may be permitted under the Act and requested by Trustor. ARTICLE IX TRUST RECORLIS Trustee shall maintain such records for each Care Fund Trust as will evidence the amounts sc~.r~ (ttns~at $ received for deposit, the amounts disbursed and withdrawn, the total amount of Care Funds held aril the location, description, and character of the investments of the Care Fund Ttvst. ARTICLE X REPQRTS Trustee shall furnish Trustor, or its agent, a periodic sta#ement showing the adivity of Ttustors Care Fund Trust for the period covered by the statement, and the readily ascertainable market value of Trustoe's Care Fund Trust, as of the cast day of the period covered by the statemen#, Trustee will famish such additional reports or infomtetion related to TrustoYs Care Fund Trust as may be required of Trustee by the .Act, as~ may be requested of Trustee by the Commonwealth of Pennsylvania or as Trustor~or Its agents may reasonably request. ARTICLE Xl TRUSTEE'S FEES Trustee shall be entitled to reasonable compensation for.services rendered by it'pursuant to this Trust Agreement in such amounts as are mutually agreed to by and between the parties hereto, or if no such agreement. is readied, then in such amounts as shall from time to time be set forth in Trustee's published fee schedule which is in effect at the time.related services are rendered. Trustee shall be entided to pay such compensation from Earnings of each Care Fund Trust to the extent permitted under the Act. To the extent that Earnings of a Care Fund Trust are insufficient to cover payment of such compensation, or to the extent such compensation cannot be fully paid from Earnings of that Care Fund Trust due to limitations imposed under the Act, Trustor shall pay that portion of such compensation which is not paid from such Earnings. SC1CanL1.PA (11/iS/D4 9 s ARTIGLE Xtl RELIANCE ~..,- Trustee shah incur no liability to any person when acting upon any notice, direction, or request as set forth in an instniment reasonably believed by Trustee to be genuine and reasonably believed by Trustee to have been executed by the persons authorized, by Trustor to provide Trustee with such notices, directions and requests. ARTICLE Xiit RESIGNATION OR REMOVAL OF TRU8TEE Trustee steal! have the right, upon thirty (30) days' prior written notice delivered to~Trustor or its agent, to resign as trustee of Trustoi's Care Fund Trust. Trustor steal! have the right, upon thirty (30) days' prior wttten notice to Trustee and upon payment of the accrued and unpaid trustee's fees as provided herein, to remove Trustee as trustee of Trustor's Care Fund Trust: Upon such resignation or removal, Trustor shai) appoint a successor trustee, subject to - ..compliance with a!I related requirements of the Act. Shou{d Trustor fait to .appoint a successor trustee within ten (10) days prior to the expiration of the thirty (30) day notice .period, Trustee may secure. the appointrnenf of a successor trustee for Trustor's Care Fund Trust in any. manner. permitted by taw: Upon the appointment ,and timely notification to Trustee, of a successor trustee as provided herein, Trustee shall transfer and conveyto the successor trustee all trust.assets held by Trustee in Trustor's Care Fund Tivst;. When saidtransferand-conveyance are completed, Trustee shall be released and discharged from all liability relating to further administration and investment of Trustor's Care Fund Trust. My resignation or removal which is effected with regard to a parficutar Care Fund Trust hereunder shall only be effective for that particular Care Fund Trust and shall not affect any other Care Fund Trust established hereunder.. .: ARTICLE XlY AMENDMENT OR MODIFICATION OF THE TRUST ~ ~ ~"°' Trustee and Trustors may from time to time amend and modify the provisions of this Trust Agreement,- in any manner consistent with fhe Act, by written instrument, provided that any changes affecting the responsibilities of Trustee must be approved in writing by Trustee. Trustee and Trustors shall amend this Trust Agreement when necessary to conform to. any applicable statutes, rules or regulations. ARTICLE XY APPLICABLE LAW = This Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. ARTICLE Xi(I SEYERABlLITY Should any provision- of this Trust Agreement be held to be unlawful, invalid or unenforceable for any reason, such provision shalt not affect the remaining provisions of #his Tnst Agreement, but shall be ftrlly severable, artd the Trust Agreement shall be construed as if such unlawful; invalid or unenforceable provision had never. been Included herein. ARTICLEX1/!1 PARTIES IN INTEREST. This Trust Agreement shall inure to the benefit of and be binding upon the parties hereto and their respec#ive successors and assigns. ARTICLE XVIII FILING OF NOTICES ANDlOR REPORTS Tru for shall be solely responsible for filing any .notices andlor reports that may now or hereafter be required to be.filed with the Commonwealth of Pennsyhrania, except as may be set SCICamLLPA c~ins-e~ 11 .. ,' forth hereinabove, regarding establishment of Trustor's Care Fund Trust and the management, investment and disposition of the funds thereunder, ~ ` ARTICLE XIX NOTICES. TO PARTIES All communications provided for hereunder shall be in writing and shall be deemed to be given when delivered in person or deposited in the Unfted States Mail, first lass, postage prepaid and properly addressed as follows: If to Trusfor: (name of Trustor) c/o Trust Department P: O. Box 138548 Houston, Texas 77219-0548 If to Trustee: FIRST FIDELITY BANK; N.A. c!o Mr. Robert B. Gripshover, Jr. Vice President 123 South Broad Street, PMB012 Philadelphia, Pennsylvania 19109 ARTICLE XX COUNTERPARTS . This Trust Agreement may be executed in any numtier of counterparts and by different parties in separate counterparts, each of which when so executed and delivered shall be an original and all of which whenaaken together sha[I constitute one and the same instrument. ARTICLE XXI HEADINGS The headings; subheadings; and numbering of the different paregraphs of this Trust Agreement are inserted for convenience of reference only and are not to be taken as part of this Trust Agreement or to controt or affect the meaning, construction or effect of the same. SCICamLtpA (t~ns~s~ 12 IN WITNESS WHEREOF, each of the undersigned has executed this Trust Agreement on .. • this the ~ f~ day of dc`~obe r , 19 ~ S . ' FOREST HILLS MEMORIAL PARK, INC. 'Trustor" .. sy: Printed Name: C4utis CI. gts Title: Vice President SCI PENNSYLVANIA F'iJ1vERAL SERVICES, INC. dlb/a Forest bi1Ls Cemetery, Valley Forge memorial Gardens, and Westminster Cemetery "T'rustor" Printed Name: Curtis s Title: Vice President FItRST FIDELITY BANK, N.A.. "Trustee" By: ~_, Printed N AY C. POTTE R Title' 6'i~:L pRESIDB.N'8 13 ~'~ ; •~ SCI MASTER CEMETERY MERCHANDISE TRtl3T {PENNSYLVANIA) THIS SCI MASTER CEMETERY, MERCHANDISE TRUST AGREEMENT. {the 'Trust Agreement") is made and entered into this 13Y~ day of 7~„e 19 '~ 5 b and y between those entities executing the signature page or pages of this Trust Agreement as 'Trustor" {such entities being hereinafter referred to individually as "Trustar" and referred to collectively as 'Trustors") and ,First Fidelity Bank, N.A., a banking institution in the Commonwealth of Pennsylvania authorized to perform trust functions (hereinafter referred to as "Trustee'. WITNESSETH: WHEREAS, Trustor is owned, either directly or indirectly, by Service Corporation International and is or has been engaged in the business of selling benefds under prepaid cemetery merchandise contracts (hereinafter referred to as "Prepaid Contract" or "Prepaid Contracts") subject to any applicable statutes and related rules and regulations of the Commonwealth of Pennsylvania, as amended, (such statutes, rules and regulations hereinafter cotlectivety referred. to as the "Act"); and WHEREAS, Trustor desires to deposit in trust, those amounts which were paid or are to be paid to Trustor (such. amounts being hereinafter refen'ed to as "Accumulated Deposits"~ by the purchasers of benefits under such Prepaid Contracts (such purchasers being hereinafter referred to as "Prepaid Purchaser" or "Prepaid Purchasers") with a qualified trustee; and WHEREAS,Tnrstee is qual~ed to serve as a trustee of such Accumulated Deposits, and . Trustor desires. to deposit such Accumulated. Deposits with Trustee and to appoint Trustee as trustee of such Accumulated Deposits; and . WHEREAS,Trustor.and Trustee desire that this Trust Agreement govern all Accumulated Deposits deposited by Trustor with Trustee and income and net principal gains on such SCICEARAA~iPA . (ttl16/94 . .. :~ . Accumulated Deposits (such income and net principal gains being referred to hereinafter as "Eamings"); NOW, THEREFORE, Trustor and Trustee do hereby enter into this Trust Agreement, and agn3e that al! Accumulated Deposits heroafter deposited with Trustee by Trustor pursuant to this Trust Agreement, and Eamings thereon, (such Accumulated Deposits and Earnings being hereinafter referred to collectively as "Prepaid Funds' shall be administered in accordance with the following terms and conditions:. ARTICLE.1 TRUST PURPOSE 1.1 General Purpose. The purpose of this Trust Agreement and the trust or trusts created pursuant hereto (hereinafter referred #o as the "Prepaid Fund Trust" or "Prepaid Fund Trusts") is to provide for the administration and investment, pursuant to the Act, of all Prepaid Funds received by Trustee from each Trustor. 1.2 Specific Purpose. It is the further purpose of this Tnrst Agreement to establish an economical method whereby each Trustor may establish one or more of its own separate and distinct Prepaid Fund Trusts, each governed by terms and provisions similar to those whid~ govern similar Prepaid Fund Trusts of other Trustors and to provide a means whereby the administration and investment of the Prepaid Fund Trusts of ail Trustors may be handled by a single trustee. It is the intention of the parties hereto that one or more Prepaid Fund Trusts be established for each Trvstor, each of which Prepaid Fund Trusts is to be held separately by Trustee from similar Prepaid Fund Trusts established pursuant to this Trust Agreement; each such separate Prepaid Fund Trust shall be governed by this Trust Agreement. and shalt be handled by Trustee as a separate and distinct trust 'tn like manner as if each such~Propaid Fund Tivst were governed by its own separate and distinct trust agreement with terms identical to those contained in this Trust Agreement. Nothing herein shafll prevent Trustee from establishing multiple sub-accounts, for accounting or ~.PA (fU15A4 2 other purposes, within a single trust; such sub-accounts shat! no# be considered separate trusts for the purposes of this Trust Agreement. 1.3 Adoption ry Additional Trustors. It is the intent of the parties hereto that additional parties shall be able to join into this Trust Agreement as additional Trustors subsequent to the original execution date of this Trust Agreement by complying with the terms and conditions of Article II hereof. ARTICLE I! ADOPTION BY ADDITIONAL TRUSTORS From time to time, entities who have engaged in or are engaged in the business of selling benefits under Prepaid Contracts within the Commonwealth of Pennsylvania may adopt, subject to the requirements of this Article, the terms and provisions of this Trust Agreement by executing an appropriate corporate resolution acceptable to Trustee.' Upon delivery to Trustee hereunder of such resolution, written acceptance and approval by Trustee, and delivery of the related Prepaid Funds, the entity so adopting this Trust Agreement shall become a Trustor hereunder. If a Trustor established a prepaid cemetery merchandise trust ("Predecessor Trustu) before the date of such Trustor's adoption of this Trust Agreement, and such Trustor desires that such Predecessor Trust be governed by the terms and conditions of this Trust Agreement, then the adopting resolution of such Trustor shaft provide for the appointment of Trustee hereunder as successor trustee under said Predecessor Trust and shall further provide that the Predecessor Trust is amended in its .entirety and that the provisions hereof shall be substi#uted for those set forth in said Predecessor Trust and shall provide for delivery of the Prepaid Funds then held in the Predecessor Trust to Trustee. Upon appointment of Trustee as successor trustee of such Predecessor.Trust, Trustee shall not be required to examine the accounts, records and/or acts of any previous trustee, nor shall Trustee be responsible for any act or omission on file part of any previous trustee. Each Trustor represents for the benefrt of Trustee that the procedures followed to effect the appointment sc~Ma~.~ ~»naia4 - 3 ,~ of Trustee as successor trustee under the Predecessor Trust and as Trustee hereunder comply with the requirements of said Predece=ssor Trust and with the laws, nrles and regulations applicable thereto. Each. Trustor shalt be responsible for filing any noticxs andlor reports .relating to that Trustor's Prepaid Fund Trust that may be required to be flied with the Commonwealth of .Pennsylvania regarding the establishment of a prepaid cemetery merchandise trust, #his Trust Agreement and the management, investment and disposition of the funds thereunder. ARTICLE 11t PREPAID DEPOSITS Ttustor may at any time, and. in any amount, pay or direct that moneys constituting Prepaid Funds be paid to Trustee for. deposit into any Prepaid Fund Trust established hereunder for Trustor. Trustee shall not be responsible for any Prepaid Funds that shaft be deposited pursuant to-this Trust Agreement until such Prepaid Funds shall have been actually delivered to Trustee for deposit info Tntstor's Prepaid Fund Trust. !t fs further agreed that inasmuch as Trustee shall rely upon the accuracy of the information and documentation famished by Trustor, Trustor agrees to indemnify and hold Trustee harmless against any and all liability, loss, cost or expense incurred by Trustee resulting from such reliance, which is not a result of Trustee's negligence or wilful misconduct. Trustee agrees to accept all Prepaid Funds paid in on behalf of Trustor and to maintain such accounts and records as are necessary to carry out its obliga#lons as Trustee. Trustor sha(I be responsible for maintaining records for the purpose of identifying those portions of Prepaid Funds which relate to specific Prepaid Purchasers. Trustee shall establish at (east one separate and distinct Prepaid Fund Trust for each . Trustor which has adopted the .terms and provisions of this Trust Agreement pursuant to Article II hereof. Trustee may establish, more than one Prepaid Fund Tnsst for a single Trustor if so specified by #hat Trustor in separate corporate resolutions for each such Prepaid Fund Trust, provided that the procedures and requirements for establishing a Prepaid Fund Trust, under this .Trust SC~CEMAAER.PA (11HSID4 4 ft' Agreement, are complied with separately for each separate Prepaid Fund Trust. Each separate Prepaid Fund Trust shag be handfed by Tnastee in like manner as if each such Prepaid Fund Trust were governed by its own separate and distinct trust agreement with terms identical to those contained in this Trust Agreement. Trustee shall have no duty whatever to investigate the activities of Trustor or to determine or inquire as to Trustor's operations or the accuracy of information provided by Trustor. Trustee shall not be .responsible for determining whether Trustor has complied with any applicable requirements concemirrg the timing or amount of Accumulated Deposits to be deposited with Trustee. ARTICLE N POWERS OF THE TRUSTEE Except as may otherwise be provided under the Act, Trustee shall have the powers norriially granted to trustees under Pennsylvania law, specifically including, but not by way of limitation, the power: (1) To collect, receive and receipt for any and ail items of income and principal that may be derived from the assets placed under the terms hereof, and to allocate the- same either to prindpaf or to income, or partly to one and partly to the other, in accordance with the usual and customary accounting practices of Trustee. {2) To invest and reinarest the assets of ead~ Prepaid Fund Trust_ pursuant to the pravisions of this Trust Agreement. (3) To treat stock dividends, stock splits and dividends payable in the securities of another company, extraordinarycash ornon-cash dividends, Uquida~ng dividends, stock purchase rights, warrants and options of all kinds, and ail similar pn~perty and the right to property, as income or as prindpal, or partly one and partly the other, in accordance with usual and customary accounting practices of Trustee. (4) To acquire and hold any stock, securities, real estate or any other property, real or personal, in the name of Trustee without disdosing its capacity, or in the name of any other nominee without disdosing lts capadty, and in the case of securities, to attach, if desired, a power of attorney for their transfer, to take and keep the same unregistered and to retain them or any part of them in such manner that they will pass by delivery. Sf~EMN1ER.PA (11H6rY4 ~, ~. (5) To vote all shares of stock irr any Prepaid Fund Trust howsoever the certificates therefore may be issued, on all matters, and to give spedal or general proxies to any person, or persona, with or without the power of substitution. (6) To execute; acknowledge, deUver and accept any and ail deeds, deeds of trust, releases, mortgages, certificates, documents, affidavits, declarations and any and alt other papers and instruments whatsoever deemed by Trustee necessary or appropriate to canying out the powers and authority herein granted. (7) To exerclse any. option or privilege to buy, sell, exchange, or convert bonds, notes, stock or real, personal or mixed.property, of any kind. (8) To pay from the Eaminge of a Prepaid Fund Trust, subject to any applicable limitations under the Act, any and aq expenses rotated to Hie administration of the Prepaid Fund Trust, including Trustee's fees as provided for herein. ARTICLE V DUTIES OF THE TRUSTEE Trustee hereby accepts its appointment as trustee of the Prepaid Fund Trusts established hereunder. Trustee shall take title to any assets conveyed to it by a Trustor to be deposited into Trusfor's Prepaid -Fund Trust pursuant to the terms of this Trust Agreement for the purpose of investing, protecting and conserving such assets for Trustor, collecting income earned from such assets and distributing principal and income of such Prepaid Fund Trust pursuant to the terms of this Trust Agreement. Trustee shall have no obligation with respect to the activities of Trustor or any previous trustee, and shall not be required to examine the accounts, records or acts of Trustor or any previous trustee; nor shall Trustee in any way or manner be responsible for any act or omission on the part of Trustor or any previous trustee. . ARTICLE VI INVESTMENT OF TRUST FUNDS Trustee shall invest and reinvest the assets of each Prepaid Fund Trust only in such manner and In such investments as are permitted under the Act. Subject to the foregoing IimitaHon, Trustee is authorized to invest and reinvest ant! keep the Accumulated Deposits and Eaminge of each Prepaid Fund Trust invested in any kind of property; real, personal or mixed; and SCICEFWERPA (1'UiSl84 6 .. .`r any kind of investment, including, but not limited to; common and preferred stocks; any interest in . a common trust fund, mutual fund. or other such investment maintained by or affiliated with the Trustee; voting trust certificates; bonds; notes; debentures; mortgages; trust deeds; mortgage participations; shares or interests in investment funds; as well as life insurance and annuity contracts insuring the lives of beneficiaries-under Prepaid Contracts. Trustor rasenres the right to establish investment guidelines to be considered by Trustee, subJed to the investment requirements set forth in this Trust Agreement, and Trustee, consistent with ifs obligations under this Trust Agreement, shall use its best efforts to adhere to said investment guidelines. Any and all such guidelines es#abtished by Trustor, as well as changes thereto, shall be communicated to Trustee in writing. ARTICLE VII INVESTMENT ADVISOR Notwithstanding Article VI hereof, authority is hereby reserved by Trustor to select an investment advisor ("investment Advisor"), if Tnastor so chooses, to direct Trustee in the making or retention of any investment and Trustee shall follow such directions received from such Investment Advisor, provided that Trustee shall not be required to follow the directions received from such Irivestmenf Advisor should Trustee be of the opinion that the actions being directed by the Investment Advisor would violate requirements under the Act or Trustee's fiduciary obligations. Trustor releases and hereby agrees to indemnify and hold Trustee harmless from any liability, loss, cost or expense which may result from Trustee's having followed directions of the Investment Advisor. Said Investment Advisor, in directing Trustee to manage, administer, invest, reinvest and dispose of assets of a Prepaid Fund Trust, shall conform with any investment standards required of Trustee by the Act. Trustor shall designate in writing the name of the Investment Advisor, if any, SCICEap~Ht.pA (11I161Y4 7 I selected and shall submit the name to Trustee in writing. Such .notice shalt be effective until revoked by Trustor upon ten (1 Q) days prior written notice thereof to Trustee. ARTICLE VIII DISTRIBUTION OF TRUST FUNDS Prepaid Funds held in a Prepaid Fund Trust which are related to each Prepaid Contract shall be retained in the related Prepaid Fund Trust by Trustee until Trustee receives from Trustor a written request for withdrawal from the Prepaid Fund Trust of requested amounts relating to the Prepaid Contract, along with any related documentation which may be required to be provided to Trustee under the Act.: Trusto~'s withdrawal request shall consititute a covenant, warranty and representation by Trustor that Trustor will use the funds withdrawn solely for the purposes far which they were originally accepted by Trustor. After Trustee's receipt from Trustor of Tnistor's request for withdrawal and related documentation as set forth above, Trustee shall pay the amount requested to Trustor, and shall make its best efforts to make such payment within fifteen (1 ~ days after such receipt, subject to availability of funds. The amount requested by Trustor shall be based upon records maintained by Trustor or its agents, and Trustee shalt have no responsibUity for determining the accuracy of any amounts specified or statements made within Trustor's withdrawal request and related documentation. Trustee may rely conclusively on the amounts specified and statements made in Trustoe's withdrawal request and related documentation and Trustor shalt release and shall indemnify and hold Tntstee harmless from any liability, loss, claim, action, cost or expense resuking from such reliance. Trustee's only responsibility with regard to such request shall be to verify that the fomn and manner by which such request is submitted comply with the requirements of this Article, and, where such request does comply with such requirements, to issue payment to Trustor as.directed in the request. scice~ (nnsr~ $ ARTICLE IX TRUST RECORDS Trustee shall maintain such records for each Prepaid Fund Trust as will evidence -the amounts received far deposit, the amounts disbursed and withdrawn, the total amount of Prepaid Funds held and the location, description, and character of the investments of the Prepaid Fund Trust. Trustor shall be responsible for maintaining individual records by Prepaid Purchaser. ARTICLE X REPORTS Trustee shall famish Trustor, or its agent, a periodic statement showing the activity of Trustor+s Prepaid Fund Trust for the period covered by the statement, and the. read7y~asaertainable market value of Trustor's Prepaid Fund Trust as of .the last day of the period covered. by the statement. Tnistee will famish such additional reports or information related to Trus#or's Prepaid Fund Trust as may 'be required of Trustee by the Act, as may be .requested of Trustee by the. Commonwealth of Pennsylvania or as Trustor or its agents may reasonably request. ARTICLE XI TRUSTEE'S FEES Trustee shall be entiHed to reasonable compensation for services rendered by it pursuant to this Trust Agreement.in such amounts as are mutually agreed to by and between the parties hereto, or if no such agn3ement is reached, then in such amounts as shall from time to time be set forth in Trustee's published fee schedule which is in effect at .the time related services are rendered. Trustee shall be enti#led to pay such compensation from Earnings of each Prepaid Fund Trust to the extent permitted under the Act. To the extent that Earnings of a Prepaid Fund Trust SCN:EMIIER.PA (11M51Yt are insufficient to cover payment of such compensation, or to the extent such compensation cannot be fully paid from Eamings of that Prepaid Fund Trust due to Iirnitatlons imposed under the Act, Trustor shall pay that portion of such compensation which is not paid from such Eamings. ARTICLE Xtl RELIANCE . Trustee shall incur no liability to any person when acting upon any notice, direction, or request as set forth in an instrument reasonably believed by Trustee to be genuine and reasonably believed by Trustee to have been executed by the persons authorized by Trustor to provide Trustee with such notices, directions and requests. ARTICLE XIII RESIGNATION OR REMOVAL OF TRUSTEE Trustee shall have the right, upon thirty (~0) days' prior written notice delivered to Trustor or its. agent, to resign as trustee of Trustor's Prepaid Fund Trust. Trustor shaii have the right, upon thirty (30) days' prior written notice to Trustee and upon payment of the accrued and unpaid trustee's fees as.provided herein, to remove Trustee as trustee of Trustor's Prepaid Fund Trust. Upon such resignation or removal, Trustor shad appoint a successor trustee, subject to compliance with all related requirements of the Act. Should Trustor fail to appoint a successor tnastee within ten (10) days prior to the expiration of the thirty (30} .day notice period, Trustee may secure the appointment of a successor trustee far Trustor's Prepaid Fund Trust in any manner permitted by taw. Upon the appointment ,and timely notification to Trustee, of a successor trustee as provided herein, Trustee shall transfer and convey to the successor trustee all trust assets held by Trustee in Trustot's Prepaid Fund Trust. When said transfer and conveyance are completed, Trustee shall be released and discharged from al! IiabiGty relating to further administration and SgC.EAM~R.PA (11f16J04 '~ Q investment of Trustor's Prepaid Fund Trust. - Any resignation or removal which is effected with regard to a particular Prepaid Fund Trust hereunder shall only be effective for #hat particular Prepaid Fund Trust and shall not affect any other Prepaid Fund Trust established hereunder. ARTICLE XIV AMENDMENT OR MODIFICATION OF THE TRUST Trustee and Trustors may from time to time amend and modify the provisions of this Trust Agreement, in any manner consistent with the Act, by written instrumen#; provided that any changes affecting the responsibilities of Trustee must be approved in writing by-Trustee. Trus#ee and Trustors shad amend this Trust Agreement when necessary to conform to any applicable eta totes, rules or regulations. ARTICLE XV APPLICABLE LAW This Trust Agreement shall lie governed by the Paws of the Commonwealth of Pennsylvania. ARTICLE XVI SEVERABILITY Should any provision of this Trust Agreement be held to be unlawful, invalid, or unenforceable for any reason, such provision shall not affect the remaining provisions of this Trust Agreement, but shall be fully severable, and the Trust Agreement shall be construed as if such unlawful, invalid or unenforceable provision had never been included herein. ARTICLE XVII PARTIES IN INTEREST This Trust Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SCICEFMAER.PA tt~na~a~ - 11 ..~. ___._ _._ __ _. r ~ 1 , ARTICLE XVtll FILING OF NOTICES AND/OR REPORTS Trustor shat! be solely responsible for filing any notices and/or reports that may now or hereafter be required to be flied with the Commonwealth of Pennsylvania, except as may be set. forth hereinabove, regarding establishment of Trustor's Prepaid Fund Trust and the management, investment and disposition of the funds thereunder. ARTICLE XIX NOTICES TO PARTIES Alt communications provided for hereunder shall be in writing and shall be deemed to be given when delivered in person or deposited. in the United States Mail, first class, postage prepaid and properly addressed as fogows: If to Trustor: .(name of Trustor) c/o Trust Department P. O. Box 130548 Houston, Texas 7721&0548 If to Trustee: FIRST FIDELITY BANK, N.A. C/o Trust Department Philanthropic Fnancial. Management 123 South Braad Street Philadelphia, Pennsylvania 19109 ARTICLE XX COUNTERPARTS This Trust Agreement may be executed in any number of counterparts and by different parties .in separate counterparts, each of which when so executed and delivered-shall bean original and all of which when taken together shall constitute one and the same instrument. SCICEMMER.PA (11H5144 12 __ __ _. .,_ _ r r . ~~ , . ~ ARTICLE XXI HEADINGS The headings, subheadings, and numbering of the different paragraphs of this Trust Agreement are inserted. for convenience of reference only and are not to be taken as part of this Trust Agreement or to control or affect the meaning, construction or effect of the same. IN WITNESS WHEREOF, each of the undersigned has executed this Trust Agreement on this the Z3-.c/ day of T"~ , 19 `~ S. SCl PENNSYLVANIA FUNERAL SERVICES, INC. dibla Forest Hiils Cemetery, VaUsy Forge Memorial Gardens, and Westmirtstsr Cemetery 'Trustor" ey: Printed Name: Tale: VICEPRESigl:N1' FOREST HILLS MEMORIAL PARK, INC. 'Trustor" By: Printed Name: g1RTp 0.9R Title: VICEPRESiOENT FIRST FIDELITY BANK, N.A. 'Trustee" By; ~ ~ [~ Printed Name: FAY.Cs POTTER Title: SCN~M~RPA ~~ a«a • n RESIGNATION, APPOINTMENT AND ASSUMPTION AGREEMENT Under the Pre-Construction, Pre-Neal Funeral, Yro-Need Merchandise anchor Perpetual Care Cemetery Trust Deposit or Account Documents IdenHtled on Schedule 1 hereto among SunTrust Bank, a Georgia banlaing corporation, ~tI.S. Bank National Association and Service Corporation International THIS AGREEMENT is dated as of November 16, 2009, among U.S. Bank National Association, a national banking association ("U.S. Bank', SunTrust Bank, a Georgia banking corporation ("SunTrusY~, and Service Corporation International, a Texas corporation on behal ~, tSf itself and its affiliates ("SCI°~- ~ ~ rn r WITIVESSETH: ~ ~ ~ a~ ~.~s c-~'y'~ t~ s: - , A. Pursuant to the, documents, identified on Schedule 1, attachd~r~to a~ ''' . ~ '"' --~ -- =~ incorporated herein by this reference (the "Documents"), U.S. Bank curren~'y serves,.~,s c.~ ~ ~~r i applicable, under notice of resignafiion, as trustee, custodian or investment manager and performs the services and functions of those capacities with. respect to the pre-eonsfiuction, pre-need funeral, pre-need merchandise and/or perpetual care oetnetery trust deposits or accounts identified on Schedule 1 and any other deposits and accounts aS determined by U.S. Bank and SCI, as established under and subject. to the terms and conditions of the Documents (collectively referred to herein as the "Deposits and Accounts"). B. SCi desires to appoint SunTrust as successor trustee, co-trustee, custodian or investment advisor, as applicable, of the Deposits and Accounts, and SunTrust desires to accept and perform the services of these capacities in accordance with the Documents. NOW THEREFORE, the parties hereto, in consideration of the covenants and undertakings made herein, agree as follows: I. Capitalized terms used but not defined heroin shall have the respective meanings established for such terms under the Documents. 2. This Agreement shall be effective and binding on all parties as of November I6, 2009 (the "Effective Date'. 3. U.S. Banlc has previously provided to SCI its natiee of resignation as trustee, custodian or investment manager of the Deposit and Accounts under the Documents. On the Effective Date, U.S. Bank's resignation wilt be effective and SunTrust shall succeed U.S. Bank as successor trustee, co-trustee, custodian or investment manager of the Deposi#s and Accounts. 4. Frain and after the Effective Date, U.S. Bank shall have no rights, claims or obligations .under the Documents as the trustee, custodian or investment manager of the Deposits and Accounts; provided, however, that U.S. Bank shall remain responsible #o SCI and the ether parties to the Deposits and Accounts for U.S. Banit's actions and omissions in the performance of the services, functions and duties under the Deposits and Accounts prior to the Efi'ective Date. 5_ SCI has appointed SunTrust to serve as either the #rustee, co-trustee, custodian or investment manager, as applicable, of each of the Deposits and Accounts under the Documents, effective on the Effective Date, as provided in that certain Appointment of'frustee, Co-Trustees, Custodian or Investment Manager executed by SCI, attached hereto as Exhibit A and incorporated herein by this reference. b. SunTrust hereby accepts appointment as trustee, co-trustee, custodian or investment manager of the Deposi#s and Accounts as provided in that Appointment of Trustee, Co-Trustees, Custodian or Investment Manager and fully assumes,. effective as of the Effective Date, the rights, claims and obligations of the trusiee, custodian or investment manager of the Deposits and Accounts, as the successor trustee, co-trustee, custodian or investment manager of 2 the Deposits and Accounts, and agrees to perform the services and functions of the trustee, custodian or investment manager, as the successor trustee, co-trustee, custodian or investment manager of the Deposits and Accounts, under applicable regulatory statutes and the Documents. `U.S. IIank shall not be responsible for SunTcust's actions and omissions in the perforrnanee of its services, functions and duties as successor trustee, co-trustee,, custodian or' investment manager ofthe Deposits-and Accounts. 7. The parties hereto each represent and warrant that it has due power and authority to enter into and has approved, executed-and delivered this Agre~einent to take the actions under the Documents as provided for it above. 8. ~ The parties hereto each agree that to the extent any provisions of the Documents are contrary to or restrict the actions to he taken pursuant to this Agreement, the provisions of this Agreement shah control and prevail and such contrary and restrictive provisions of the Documents are expressly waived hereby. 9. 'T'his Agreement may be executed by each ofthe parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shat! constitute one and the same instrument. [The rest of this page is intentionally left blank.] 3 ]N WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered on its behalf, and additionally, with respect to Service Corporation International, on behalf of its affiliates, as of the date first written above. U.S. BANK NATIONAL ASSOCIATION By ~f~~~~ Its ~,cAtnr _Y«'P~ 1~`~EYl.~ SUNTRi3ST BANK , a Georgia banking corporation By (~ . ~ Its ~. ro u. ~ : ~. ~res~ c(,w~~ SERVICl CORPORATION INTERNATIONAL, on its behalf and on behalf of its af€diates ]3y - - ~~~ Its Assistant Secretary 4 APPOINTMENT OF TRUSTEE, CO TRUSTEES, CUSTODIAN AND INVESTMENT MANAGER As the direct and indirect owner of the en#ities (the "affiliates"), which are the Trusters, Settlers or Grantors of the trusts listed on Exhibit A {the "Trusts") hereto, the trusts listed on Fachibit B (the "Pennsylvania Trusts") hereto, the trusts listed on Exhibit C (the "New York Trusts") hereto and the trusts listed on Exlu`ttit D {the "Rhode Island Trusts"} herein, and which established the custodian accounts listed on Exhibit E (the "Custodian Accounts") hereto and the investment management accounts listed on Exhibit F (the "Investment Management Accounts") hereto, all of which aforementioned Exhibits arc incorporated herein and made a part of this document by these herein references, Service Corporation International, a Texas corporation, ("SCI") has the authority to exercise the power granted to the Entities pursuant to the frost documents establishing the Trusts, the Pennsylvania Trusts, the New York Trusts and the Rhode Island Trusts, as the Trusters, Settlers or Grantors, to appoint a successor Trustee of each of the Trusts, the Pennsylvania Trusts, the New York Trusts and the Rhode Island Trusts, .subject to compliance with the applicable states laws governing the Trusts, the Pennsylvania Trusts, the New York Trusts and the Rhode Island Trusts, and the related rules and regulations under those state laws, and to appoint, pursuant to the documents establishing the Custodian Accounts and the Investment Management Acwunts, the successor custodian and investment manager of the Custodian Accounts and the Investment Management Accounts, respectively, subject to compliance with the applicable state Iaws governing the Custodian Accounts and the Investment Management Accounts and the related rules and regulations under those state laws. In accordance with said authority, SCI appoints SunTrust Bank, a Georgia banking corporation, ("SunTrust"} to serve as the Trustee of each of the Trusts; SCI appoints SunTrust and AmeriServ Trust and Financial Services Compatry, astat~-chartered trust company organized under the laws of the Commonwealth of Pennsylvania, ("AmeriServ'~ to s~rvc as the Co-Trustees of each of the Pennsylvania Trusts; SCI appoints SunTrust and Pinnacle National Bank ("Pinnacle") to serve as Co-Trustees of each of the New York Trusts and each of the. Rhode Island Trusts; SCI appoints SunTrust to serve as custodian of the Custodian Accounts; and SCI appoints. SunTrust to serve as investment manager of the Investment Management Accounts. With respect to the Pennsylvania Trusts, SunTrust and AmeriServ, as Co-Trustees, agree to the distribution and delegation to SunTrust, as Ca-Trustee, of selecting and administering the, use of any common trust funds including those for which 5unTrust acts as Trustee, acknowledging that such distribution and delegation does not limit or reduce, their respective duties and liabilities, with regard to the Pennsylvania Trusts, under the trust agreements for the Pennsylvania Trusts, any agreements. with SCI, or applicable law. With respect to the New York Trusts and the Rhode Island Trusts, SunTrust and Pinnacle, as Co-'fiustees; agree to the distribution and delegation to SunTrust, as Co- Page 1 of G Trustee, of selecting and administering the use of any common trust funds including those for which SunTrust acts as Trustee, acknowledging that such. distribution and delegation does not limit or reduce their respective duties and liabilities, with regard to the New York Trusts and Rhode Island Trusts, under the trust agreements for the New York Trusts and the Rhode Island Trusts, any agreements with SCI, or applicable law.. Said aforementioned appointments are effective as ofNavenaber 16, 2009. (The rest of this page is intentionally le,~l` blank) Page 2 of 6 SCI has caused this Appointment of Trustee, Co-Trustees, Custodian and Investment Manager to be duly executed and delivered on its behalf and on behalf of its affiliates. Service Corporation International, on its behalf and on behalf of its affliates. Print Name: C~rcia ~,. Brigga Title• Assistant Secretary State of Texas County of ! /,~ ~~ ~2 / S Sworn to and subscribed before me on the ~ day of /1/c ~~'M ~t~'t- , 2009, byCterY'r~s ~°. ~'3~YFC~~., ~ss~1'. SEC , of Service Corporation International, a Texas corporation, on behalf of said corporation. .1ANET KEY NtOTARIf PUBktC ~...~T _~a~tY SPATE OF TEXAS ~G._ :... C~~ ~`"'~O~' ~ ~ .' ism No Public z~--- Page 3 of 6 SunTrust Bank, a Georgia banking corporation, accepts the appointment to serve as Trustee of the trusts listed on Exhibit A hereto effective November 16, 2009, as Co- Trustee of the trusts Iisted on Exhibit B, Exhibit C, and Exhibit D hereto effective November 16, 2009, as custodian of the custodian accounts listed on Exhibit E hereto effective November 16, 2009, and as u-vesfinent manager. of the investment managemerYt accounts listed on Exhibit F hereto effective November 1 f, 2009. SunTrust Bank, a Georgia banking corporation By: Print Name: ;Sa~,.~s W • ~'~ ao o~ Title: ~Zrot,~_p U;~e ~rest~en~ STATE OF ~l o r: da. ) COUN'T'Y OF j~rar~ •t } The foregoing instrument was acknowledged before me this ~ day of lVacne, a ~ 2009, by ,, a-nry~ts ~,~ • t4~w o e a~ , as .~ r o a, g_U; r du.~ for . Su~}~`rust Bank, who is (~) persoztally known to me ox ( }has produced as identification, on behalf of SunTrust Bank. ~~~~. ~ ~ NOTAR.Y PUBL C ~r Pueia • Mir ~! itoAi • Coam4Noa~in~p~ DD ~bN'6 Print Name: At 9,s `rK t 6 o D ~rtcl,c 00111M Commission Number: a D 59 S ro ! .~ Page 4 of 6 Pinnacle National Bank accepts the appointment to serve as Co-Trustee of the trusts listed on Exhibit C and Exhibit D hereto etTeetiveNovember 16, 2009. Pinnacle Bank, Print Name: SCa~ ~; lUaCE4! -,- Title: ~ ~ IT? p~'T'~eas-r :Cif F~- T STATE OF ~,., ) 'COUN'TY OF ~ ) The foregoing instrument was acknowledged before me this ~ day of /1,ldt/err-hrt~ , 2009, by ,~,;~a~ _.(;, ~ ~Na S e-'~r , as ~~P r- T~,~~, e~ica2. far Pi~nnacte National $ank, who is Ot) personally. known to me or ( )has produced as identification, on behalf of Pinnacle National Bank, NOT PUBLIC • Print Name:. ~~,,.,( .~. ~~ /D v/ ... Commission Number:,,,,;.~~_ '~ •_ ___ -~ s~ S~ ~. L ,,os0y... Nt~~~ cau r . „• ~, rr,~~ Nov K.1oo9 Page 6 of 6 CERTIFICATE OF SECRETARY OF Gibraltar Mausoleum Corporation /~1 ~ GO I e'? d/b/a Rolling Green Cemetery Amending and Restating the Rolling Green Cemetery Company, inc. Permanent Lot Care Trust Fund I' - ~2/~N~~ ~ MAIL ES ,hereby certify that I am the duly elected and acting Secretary of Gibraltar Mausoleum Corporation, a Delaware corporation (the "Corporation"), d/b/a i2olling Green Cemetery, that the following resolutions were unanimously adopted by the Board of Directors of the Corporation on MAR~tI is i9y~ ,and that they have never been amended or rescinded and they are now in full force and effect. WHEREAS, the Corporation (through its predecessor in interest, Rolling Green Cemetery Company, Inc.) entered into a certain trust agreement on March 5, 1991 to establish a cemetery perpetual care trust known as the Rolling Green Cemetery Company, Inc. Permanen# Lot Care Trust Fund (the 'Trust Agreement"}; and WHEREAS, under the terms and provisions of the Trust agreement, the Corporation reserved unto itself the right to amend the Trust Agreement; and WHEREAS, the Corporation desires now to amend and restate in its entirety the Trust Agreement by substituting therefor the SCI Master Cemetery Permanent Lot Care Fund Trust (the "Master Trust"), a copy of which is attached hereto and made a part hereof and marked as "Exhibit A". BE IT RESOLVED THAT, the Trust agreement be and it is hereby amended in its entirety by the substitution therefor and the adoption of the terms and provisions of the Master Trust. BE IT FURTHER RESOLVED THAT the trust created hereby shall be known as the Rolling Green Cemetery Permanent Lot Care Fund Trust and that this resolution shall be sufficient evidence to indicate that Corporation has elected to become an Additional Trustor under the Master Trust pursuant to Article II thereof. BE IT FURTHER RESOLVED THAT the officers of the Corporation •be and they are hereby authorized to proceed with the execution, delivery and filing of all documents and the taking colt actions necessary to carry out the intent hereof. ~ ~+ 0 Dated: ~ A' ~f/ !~ / ~~/~J~,6 7~7 ~uZ`~x ~' ' r~o~ z • ~ ~°-. _~~ ~~ ~' °'~ ~~~~ ~-~ G'?f~.~ ~r~s ~~, --~_, .~~`~; a+ /SI~i~D/ ~~g ls~g6Dl~-~'y Rowng Green sa-o~a-si a In the Court of Common Pleas of Cumberland County, Pennsylvania Orphans' Court Division File No. 21-2000-0364 GIBRALTER MAUSOLEUM CORP D/B/A THE ROLLING GREEN CEMETERY PERMANENT LOT First and Final Account of US Bank, Trustee Date of Trustee's First Receipt of Funds: 08/30/2006 Accounting for the period: 09/30/2006 to 11/30/2009 Purpose of Account: US Bank, Trustee, offers this Account to acquaint interested parties with the transactions that have occurred during the Adminfstretion. h is important that the Account be carefully examined. Requests for additional infon~nation or questions or o~ectiorw can be discussed with: Nina B. Stryker Obennayer, Rebmann, Maxwell ~ Hippel LLP 1617 JFK BoulevaM, 19th Floor Philadelphia, PA 19103 (215) 665-3057 Supreme Court I.D. No. 36531 c~ , ,. C~'J ~ ~ i ~ ~ r -." ~-, , ~:. -, ,.. = ~ ~ v^+ r , x ~~~ ro 5 ~~ a ~ ~ , w ~~ ` Ul4 BaNc Mcount*: 1519601289 SUMMARY OF ACCOUNT GIBRALTER MAUSOLEUM CORP D/BtA THE ROLLING GREEN CEMETERY PERMANENT LOT For tfw period of Seotrinber 30.2006 throuoh November 30.2009 PAGES PRINCIPAL Receipts: This Account Net GaM (or Loos) on Sales or Other Dispositions Less Disbursements: General Disbursements Fees Balance Before Distributions Transfer to (from) Principal Distr~utions to Beneficiaries Principal Balance on Hand For N~fonnation: Investrrwnts Made Changes in Holdings INCOH~ Receipts This Account Net Gain (or Loss) on Sales or Other Dispositions Less Disbursements Balance Before Distr~utiormz Transfer to (from) Mcome Distributions to Beneficiaries Income Balance on Hand For Information: Mvestrnents tliede Changes in HoWin~s COMBINED BALANCE ON HAND Signature Verification 3 - 5 1,832,286.14 6 - 7 93,031.06 1,925,317.20 8 15,738.00 0.00 15,738.00 1,909,579.20 0.00 9 1,894,803.20 10 14,776.00 11 12-13 14 -19 273,898.69 0.00 273,898.69 20 - 23 33,431.60 240,267.09 0.00 24 - 25 255,043.09 ~ -14,776.00 27 28 0.00 r SCHEDULE A RECEIPTS OF PRINCIPAL Cash 43,664.6100 EVERGREEN INST TREAS MMKT CL IN 43,664.61 Total Cash Personal Prouerly 139,982.5880 SCI PERPETUAL CARE COAIpYIOM FUND 1,581,024.55 Total Personal Property Stocks /Closely Held 1,884.1145 shares MILLENNIUM INCOME FUND LLC 238,154.90 Total Stocks /Closely Held Total Receipts ubseauent Princiual Rece 03/28/2008 DEPOSIT PER TRANSMITTAL DTD 03/27/08 282.82 10/05/2006 Millennium income Fund LLC -;9.928873/3HARE 18,806.46 ON 1894.11 SHARES DUE 10/4106 12/28/2005 Millennium Income Fund LLC -CAPITAL GAIN 2,238.41 DISTRIBUTION 12/1812008 MILLENNIUM MCOME FUND LLC - 19,886.25 DISTRIBUTION PD FOR PAYABLE DATE 12/18/08 07/17/2009 PA Department of Revenue - PA ST. REFUND 2.418.00 10/30/2006 PER TRANSMITTAL FROM SCI DTD 10/27106 2,381.84 10/30/2007 SCI ACH DEPOSITS DATED 10/29 1,401.12 06/0512007 SCI Management -Trust Deposit 1,724.33 07102/2007 SCI Management -Trust Deposit 2,066.57 07/30/2007 SCI Management -Trust Deposit 1,728.00 17/30/2007 SCI Management - Tnist Deposit 2,137.91 12/3112007 SCI Management -Trust Deposit 1,870.77 04/30/2008 SCI Management -Trust Deposit 2,535.59 05129/2008 SCI Management -Trust Deposit 2,113.99 07/01/2008 SCI Managemenrt -Trust Deposit 1,191.12 07/30/2008 SCI Management -Trust Deposit 2,550.14 08/28/Z008 SCI Management -Trust Deposit 2,345.62 Fiduciary Acqu~ition Value 43,664.61 1,581,024.95 238.154.90 1.882.844.46 '"~ -3- **Balance as per the prior adjudication dated 08126/2008, with the combined balance on hand of;1,652,047.48, plus interim receipts of principal. and income before the transfer of assets to U.S. Bank,. N.A. for total initial receipts of;1,852,844.46. ~ SCHEDULE A RECEIPTS OF PRINCIPAL Continued 09/30/2008 SCI Management - Tutst Deposit 1,058.63 10/30/2008 SCI Management -Trust Deposit 2.738.71 11128/2008 SCI Managenrerrt -Trust Deposit 2,785.41 12/30/2008 SCI Management - Tnist Deposit 44.90 01/29/2009 SCI Management -Trust Deposit 1.273.06 02/2612009 SCI Management -Trust Deposit 1,472.46 03/27/2009 SCI Management -Trust Deposit 797.70 01/29/2009 SCI Management -Trust Deposit 879.90 05128/Z009 SCI Management -Trust Deposit 999.30 06/30/2009 SCI Management -Trust Deposft 468.04 07/30/Z009 SCI Management - Tnrst Deposit 1,194.40 09101/2009 SCI Management -Trust Deposit 311.10 a9f28t2009 SCI Management -Trust Deposit 617.68 10/29/2009 SCI Management - Trus# Deposit 1,190.18 12/31/2006 SCI PERPETUAL CARE COMMON FUND -Tax 22,709.93 basis adjustment 12131/2007 SCI PERPETUAL CARE COMMON FUND -Tax 61,711.16 basis adjustment 12/3112008 SCI PERPETUAL CARE COMMON FUND -Tax rL5,514.67 basis adjustment 11/30/2009 SCI PERPETUAL CARE COMMON FUND -Tax -166,643.36 basis adjustmenrt 10/02/2007 SCI TRUST ACH DEPOSITS DATED 9/29 166.21 08/30/2007 SCI TRUST DEPOSITS DATED 8/29 642.49 01/30/2008 TRUST DEP PER REQ DTD1/29!08 f311CAM0707A 902.08 01/30/2007 TRUST DEPOSIT PER TRANSMITTAL DTD 354.85 1129107 11/30/2006 TRUST DEPOSIT PER TRANSMITTAL DTD 3,302.34 11/29/06 01/03/2007 TRUST DEPOSIT PER TRANSMITTAL DTD 625.48 12/29106 02/28/2007 TRUST DEPOSIT PER TRANSMITTAL DTD 1,138.10 2/27/07 03/07/Z008 TRUST DEPOSIT PER TRANSMITTAL DTD 2,811.63 2128/08 -4- Fiduciary Acquisition Value SCHEDULE A RECEIPTS OF PRINCIPAL Continued Fiduciary Acquisition Value 03/30/2007 TRUST DEPOSIT PER TRANSMITTAL DTD 1,736.44 3!29107 05/01/2007 TRUST DEPOSR PER TRANSMITTAL DTD 1,478.58 4127107 06/05/2009 United States Tn3asury -FED REFUND 499.00 Total Subsequent Principal Receipts -30,558.32 Total Adjustments and Subsequent Receipts -30,558.32 Total Receipts of Principal 1,832,286.14 -5- SCHEDULE B GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS -PRINCIPAL ~ Loss 11/17/2006 647.4849 units SCI PERPETUAL CARE COMMON FUND Net Proceeds 8,000.00 Fiduciary Acquisition Value -7,298.75 701.25 12/20/Z006 321.4711 units SCI PERPETUAL CARE COMMON FUND Net Proceeds 4,000.00 Fiduciary Acquisition Value -3.638.08 361.92 OZ/21/2007 5,156.1112 units SCI PERPETUAL CARE COMMON FUND Net Proceeds 65,000.00 Fiduciary Acquisition Vahie -58,855A0 6,144.60 04/78/2007 641.1130 units 3CI PERPETUAL CARE COMMON FUND Net Proceeds 8,000.00 Fiduciary Acquisition Value -7,361.94 638.06 08/30/2007 1.8173 SCI PERPETUAL CARE COMMON FUND - ADdUSTMENT3 TO CORRECT 2007 NAV Net Proceeds 0.00 Fiduciary Acquisition Value 0.00 0.00 08130/2007 3.8611 SCI PERPETUAL CARE COMMON FUND - ADJUSTMENTS TO CORRECT 2006 NAV Net Proceeds 0.00 Fiduciary Acquisition Value 0.00 0.00 08/30/2007 -2.1849 SCI PERPETUAL CARE COMMON FUND - ADJUSTMENTS TO CORRECT 2008 NAV Net Proceeds 0.00 Fiduciary Acquisition Value 0.00 0.00 -6- SCHEDULE B GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS -PRINCIPAL Continued 08/30/2007 -8.7563 SCI PERPETUAL CARE COMMON FUND - ADJUSTMENTS TO CORRECT 2007 NAV Net Proceeds 0.00 Fiduciary Acquisition Value 0.00 0.00 11/18/2008 143.227.8090 units SCI PERPETUAL CARE COMMON FUND Net Proceeds 1,568,319.07 Fiduciary Acquisition Valus -1,483.133.84 85,185.23 TOTAL GAINS AND LOSSESIPRINCIPAL LESS LOSS NET GAIN OR LOSS 83,031.06 93,031.06 -7- SCHEDULE C DISBURSEMENTS OF PRINCIPAL General Disbursements PA DsouMwnt of Re venue 01H112007 PAalOESR (EN~p~25.6370526) 4TH QTR 2006 650.00 04/11/2007 PA FID BCOME TAX EXTENSION 720.00 04!01/2008 07 TAX DUE DC (EM256370526) 1,059.00 04/1112008 PA-40ES 1ST Q2008 DC (EW25-6370526) 822.00 06/11/2008 PA-40ES 2Q 2008 DC (EIN25-6370526) 822.0!0 0911012008 PA-40E3 3RDQ 2008 ESTIMATED TAX PAYIII~NT 822.00 (~1 01ro912009 PA-40ES 4Q 2008 TAX DUE (DC) 822.0!0 United States Treasw v 03/20/2007 RE~UR$EMENT FOR ESTIMATED TAX PYMT 3,900.00 IN ERROR 04/10/2007 FED F~ INCOME TAX EXTENSION 3,285.00 01/1112008 FOURTH QUARTER FEDERAL ESTIMATED TAX 2,826.00 PAYMENT 5,717.00 10,021.00 Total General DisbunsemeMs 15,738.00 TOTAL DISBURSEMENTS OF PRINCIPAL 15,738.00 -8- SCHEDULE D DISTRIBUTIONS OF PRINCIPAL gunTnrst 11/19/2009 Outgoing Dorn~stic Wire -TRANSFER TO 1,656,648.3E1 SUCCESSOR TRUSTEE 11/24/Z009 528.5550 MILLENNIUM SlCOME FUND LLC -TSF TO 64,747.82 SUNTRUST SUCCESSOR TTEE 11/24/2009 445.2681 MILLENNWM INCOME FUND LlC -TSF TO 54,503.92 SUNTRUST SUCCESSOR TTEE 11/Z4/2008 365.1814 MILLENNIUM MICOME FUND LLC -TSF TO 51,003.98 8UNTRUST SUCCESSOR TTEE 11/24/2009 554.7000 MILLENN8UM MICOME FUND LLC -TSF TO 67,889.17 SUNTRUST SUCCESSOR TTEE TOTAL DISTRIBUTIONS TO BENEFICWRIES 1,894,803.20 1,894,803.20 -9- PRINCIPAL BALANCE ON HAND # Units D~es~c~ription wv,^ First Mierican Funds Current Value 11/30/2008 ... s~ u 14,776.00 14,776.00 Total Cash 14,776.00 14.776.00 14,776.00 14,776.00 Fiduciary Mquisitbn Value -10- SCHEDULE E PRINCIPAL INVESTMENTS MADE 0 Unif~~ 10/18/2006 3,032.8615 SCI PERPETUAL CARE COMIMON FUND 12/05/2006 322.5000 SCI PERPETUAL CARE COIIMAON FUND 01/04/2007 241.2138 SCI PERPETUAL CARE COMMON FUND 02102/27 400.5084 SCI PERPETUAL CARE COMwAON FUND 03/Z012007 240.1095 SCI PERPETUAL CARE COMMON FUND 06/1212007 566.5892 8Ct PERPETUAL CARE COMMON FUND 11/2112008 2.744.7472 SCI PERPETUAL CARE COMMON FUND 01/08/Z009 2,478.1334 SCI PERPETUAL CARE COMMON FUND Total 37,000.00 4,000.00 3,000.00 5,000.00 3,000.00 7,000.00 25.000.00 23,000.00 107,000.00 -11 - __ __ SCHEDULE F CHANGES IN PRINCIPAL HOLDINGS MILLENNIUM IN COME FUND L LC 09/30/2006 1,894.1145 inventoried 238,154.90 11/24/2009 -528.9550 distributed -84.747.82 11/24/2009 -045.2881 distributed -54,503.92 11/2412009 -365.1914 distributed -51,003.99 11/24/2009 -554.7000 distributed -67,899.17 0.0000 Ending balance as of 11/30/2009 0.00 $CI PERPETU AL CARE COMM ON FUND 09/30/2006 139,982.5880 inventoried 10/1812006 3,032.8615 purchased 11/17/2006 -647.4848 sold 12/05/2006 322.5000 purchased 12/2012008 -321.4711 sold 12/31/2008 Tax basis adjustment 01/04/2007 241.2138 purchased 02/02/2007 400.5094 purchased 02/21/2007 -5,156.1112 sold 03/2012007 240.1095 purchased 04H8/2007 -641.1130 sold 06112!2007 556.5892 purchased 08/30/2007 1.8173 unit adjustment 08/30/2007 3.8611 unit adjustment 08/30/2007 -2.1849 unit adjustment 08/30/2007 -8.7563 unit adjustment 12/31/2007 Tax basis adjustment 11121/2008 2,744.7472 purchased 12/31/2008 Tax basis adjustment 01/08/2009 2.478.1334 purchased 11/18/2009 -143,227.8090 sold 11/30/2009 Tax basis adjustment -0.0000 Ending balance as of 11/30/2009 -12- 1,581,024.95 37,000.00 -7,298.75 4.000.00 -3,638.08 22,709.93 3,000.00 5,000.00 -58,855.40 3,000.00 -7,361.94 7.000.00 0.00 0.00 0.00 0.00 61.711.16 25,000.00 -45,514.67 23,000.00 -1,483,133.84 -166,643.36 0.00 SCHEDULE F CHANGES IN PRINCIPAL HOLDINGS Continued Total -o.oo -13- 1 _ __ SCHEDULE G RECEIPTS OF INCOME Dividend ,SCI PERPETUAL CAR E COMMON FUND 10/04!2006 EARNINGS ALLOCATED FOR 8/30/06 2,968.65 10/17/2006 EARNINGS ALLOCATED FOR 10/15!06 2.250.28 11/02/2006 EARNMGS ALLOCATED FOR 10/31/06 4,070.54 11/17/2006 EARNINGS ALLOCATED FOR 11/15106 3,652.77 12104/2006 EARNING8 ALLOCATED FOR 11/30/06 516.82 12H98008 EARNINGS ALLOCATED FOR 12/15/06 4,164.49 01/0312007 EARNINGS ALLOCATED FOR 12/31106 2,701.30 01/1812007 CAP LOSS ALLOCATION FOR 01/15107 4,450.57 021028007 INCOME ALLOCATION FOR 01/31/07 862.85 02/20/2007 INCOME ALLOCATION FOR 02/15/07 3.165.47 03/028007 INCOME ALLOCATION FOR 02128/07 3,211.33 03/19/2007 INCOME ALLOCATION FOR 03/15/07 5,054.00 04/0312007 INCOME ALLOCATgN FOR 03/31/07 5,428.48 04/048007 INCOME .CORRECTION FOR 03/31/07 X29.68 04H78007 INCOME ALLOCATION FOR 04/15/07 1,288.55 05/02/2007 INCOME ALLOCATION FOR 04/30/07 1,582.90 05/17/2007 INCOME ALLOCATION FOR 05/15/07 6,716.92 06/04/2007 INCOME ALLOCATION FOR 05/31/07 2,089.38 06/18/2007 INCOME ALLOCATION FOR 06/15/07 3,275.02 0710312007 INCOME ALLOCAT~N FOR 06130/07 3,634.18 07/308007 INCOME ALLOCATION FOR 07/15/07 3,604.22 08!038007 CAP GAlNlLOS3 ALLOC FOR 7-15 3,608.86 08/178007 CAP GAIN/LOSS ALLOC FOR 8-15-07 3,684.56 09/058007 INCOME ALLOCATION FOR 8!31107 1,931.79 08/188007 INCOME ALLOCATION FOR 9115107 4,925.91 10!028007 INCOME ALLOCATION FOR 8130107 3,653.02 10/17/2007 INCOME ALLOCATION FOR 10H5/07 2,468.64 11/02/2007 INCOME ALLOCATION FOR 10/31/07 2,832.65 11/188007 INCOME ALLOCATION FOR 11/15/07 4,211.68 12/04/2007 INCOME ALLOCATION FOR 11130/07 3,318.48 -14- SCHEDULE G RECEIPTS OF INCOME Continued 12118/2007 01103/2008 01h712008 02/04/2008 021201'1008 03ro4/200$ 03/1812008 04/0212008 04/17/2008 05/02/2008 05119/2008 08J03/2008 08V17/2008 o7ro2rloos 07/1712008 08/1912008 09ro312008 09/17/2008 10ro2/2008 10H712008 INCOME ALLOCATION FOR 12/15ro7 INCOME ALLOCATION FOR 12131/07 INCOME ALLOCATION FOR 01/15ro8 INCOME ALLOCATION'FOR 01/31/08 INCOME ALLOCATION FOR 02115/08 INCOME ALLOCATION FOR 02129/08 INCOME ALLOCATION FOR 03/15ro8 INCOME ALLOCATION FOR 03131ro8 INCOME ALLOCATION fOR 04115ro8 INCOME ALLOCATION FOR 04/30ro8 INCOME ALLOCATION FOR 05/15ro8 INCOME ALLOCATION FOR 05/31ro8 INCOME ALLOCATION FOR 081/15ro8 INCOME ALLOCATION FOR 08130/08 II~OME ALLOCATION FOR 07/15ro8 INCOME ALLOCATION FOR 07/31ro8 INCOME ALLOCATION FOR 08/15/08 INCOME ALLOCATION FOR 08/31ro8 INCOME ALLOCATION FOR 08/15/08 INCOME ALLOCATION FOR 09130ro8 INCOME ALLOCATION FOR 10/15/08 4,097.39 4.145.86 3,071.48 3,137.87 3,254.21 3,205.52 3,773.13 4,145.90 2,818.27 3,059.97 3,058.52 3,102.25 4,270.80 3,873.27 2,213.31 3,123.56 3,378.14 3,225.98 3,738.50 3,668.93 2.647.86 11/04/2008 11H812008 12/02!2008 12/17/2008 01105/2009 01/20/2009 02ro3/2009 02H8/2009 03ro312009 03/17/'1009 04/02/2009 04h7/2009 05/04/2009 INCOME ALLOCATION FOR 10/31ro8 INCOME ALLOCATION FOR 11/15/08 INCOME ALLOCATION fOR 11/3t!/08 INCOME ALLOCATION FOR 12/15ro8 INCOME ALLOCATION FOR 12131ro8 INCOME ALLOCATION FOR 1H5ro9 INCOME ALLOCATION FOR 1/31ro9 INCOME ALLOCATION FOR 2!15109 INCOME ALLOCATbN FOR 2/28ro9 INCOME ALLOCATION FOR 3M5ro9 INCOME ALLOCATION FOR 3i31ro9 INCOME ALLOCATION FOR 4/15ro9 INCOME ALLOCATION FOR 4130/09 2.788.22 3,555.45 2,893.97 2.834.30 5,056.64 9.236.90 5,163.48 1,840.64 1,467.83 2,089.581 2,422.32 2,343.69 3,943.58 -15- SCHEDULE G RECEIPTS OF INCOME Continued 05/1912008 INCOME ALLOCATION FOR 5/109 3,155.04 06ro2/2009 INCOME ALLOCATION FOR 5/31ro9 3.288.42 06/17/2009 MICOME ALLOCATION FOR 6/15ro9 3,050.65 07ro212009 INCOME ALLOCATION FOR 6/30ro9 3,246.98 07/17/2009 MICOME ALLOCATION FOR 7i15ro9 3,134.59 08/04/2009 INCOME ALLOCATION FOR 7/31ro9 3,301.70 08/18/2009 INCOME ALLOCATION FOR 8115109 3,496.06 09ro212008 INCOME ALLOCATION FOR 81311'09 3.203.55 09/17/2009 INCOME ALLOCATION FOR 9/15ro9 3,331.37 10/02/2009 INCOME ALLOCATION FOR 9/30ro9 3.337.64 10V19/2009 INCOME ALLOCATION FOR 10/1Sro9 2,929.14 11ro3/2009 INCOME ALLOCATION FOR 10/31/09 3,471.44 11/17/2009 INCOME ALLOCATION FOR 11/1S/09 2.180.60 252,589.02 TOTAL DNIDEND INCOME Inter~tli3ank N WST TREAS MMKT CL iN 10ro3/2006 FROM 09/01ro6 TO 09/30/06 11/Q?lZ006 INTEREST FROM 10/1ro8 TO 10/31/06 11ro2/2006 INTEREST FROM 10/1ro6 TO 10/31/06 12/0412006 INTEREST FROM 11/1ro6 TO 11/30ro6 12/04/2006 o1ro3/2oo7 01ro3J~07 02ro212007 02ro2/Z007 O7ro3/T007 08ro2/2007 08!1412009 INTEREST FROM 11/1ro6 TO 11/30/06 INTEREST FROM 12l1ro6 TO 12/31ro6 INTEREST FROM 1211ro6 TO 12/31ro8 INTEREST FROM 1/1ro7 TO 1/31ro7 INTEREST FROM 1Nro7 701/31/07 INTEREST FROM 6M/07 TO 6/3x07 MREREST FROM 7hro7 TO 7/31ro7 MI7'EREST-BANK COMPENSATION 180.66 177.12 39.22 129.13 22.52 160.34 6.39 91.33 5.95 2.37 0.05 3.05 252,589.02 $1$.33 -16- SCHEDULE G RECEIPTS OF INCOME Continued FIRST ASR TREASU RY OBLIG CL Z 0210212007 RrTEREST FROM 1111'07 TO 1/31/07 74.95 OZ10212007 INTEREST FROM 1H107 TO 1131107 12.32 03/02/2007 INTEREST FROM 211107 TO 2128/07 207.65 03)0212007 SITERE$T FROM 21110 TO 2/28/07 6.56 04/03/2007 INTEREST FROM 3/1/07 TO 3/31/07 18.84 04/03/2007 INTEREST FROM 3H107 TO 3131107 422.17 0510212007 INTEREST FROM 4h(107 TO 4/30107 397.86 05/02/2007 INTEREST FROM4/1107 TO 4/30/07 10.47 06/04/2007 INTEREST FROM 5/7107 TO 5/31107 424.44 06/0412007 INTEREST FROM 5/1107 TO 5131107 19.56 07/03/2007 INTEREST FROM 611107 TO 6130107 392.21 07/03/2007 INTEREST FROM 6/1107 TO 6130107 4.58 0$10212007 INTEREST FROM 7/1107 TO 7131107 409.73 08!0212007 INTEREST FROM 711107 TO 7131107 8.73 08I051Z007 INTEREST FROM 8/1/07 TO 8/31/07 19.32 08/05/2007 INTEREST FROM 8M/07 TO 8131107 379.68 10/02/2007 INTEREST FROM 911/07 TO 9/30/07 382.14 10/0212007 INTEREST FROM 9/1/07 TO 9/30/07 4.24 11/01/2007 INTEREST FROM 1011107 TO 10131107 382.6~t 11/01/2007 INTEREST FROM 1011107 TO 10/31/07 18.00 12/03/2007 INTEREST FROM 11/1107 TO 11/30/07 331.12 12!03/2007 INTEREST FROM 11M/07 TO 11/30/07 13.63 01/0212008 INTEREST FROM 1211/07 TO 12/31/OT 318.35 01/02/2008 INTEREST FROM 12/1/07 TO 12131107 21.37 02/01/2008 INTEREST FROM 111/08 TO 1/31/08 238.25 021/2008 INTEREST FROM 1/1/08 TO 1/31/08 14.25 03103/2008 INTEREST FROM211/08 TO 2/29/08 174.29 03/03/2008 INTEREST FROM211/08 TO 2129108 7.84 04/0112008 INTEREST FROM 3/1108 TO 3131/08 128.45 04!01/2008 INTEREST FROM 3/1108 TO 3/31108 4.96 05/01/2008 INTEREST FROM 4/1M8 TO 4/30/08 145.94 05/01/2008 INTEREST FROM 4H/08 TO 4130/08 8.31 -17- SCHEDULE G RECEIPTS OF INCOME Continued 06/02/2008 MITEREST FROM 5N108 TO 5/37108 14!1.76 06/0212008 MITEREBT FROM Sh1108 TO 5131108 6.70 07/01/2008 NdTEREBT FROM 6H108 TO 6/30/08 147.87 07/01/2008 INTEREST FROM 6/1108 TO 6130/08 4.96 08/01/2008 INTEREST FROM 711!08 TO 7131108 150.12 08/01/2008 INTEREST FROM 711/08 TO 7131108 7.55 09M212008 INTERE8T FROM8!1/08 TO 8131108 6.61 0910212008 INTEREST FROM 8M108 TO 8131/08 157.24 10/01/2008 INTEREST FROM 9/1l~ TO 9130108 4.55 10/01/2008 INTEREST FROM 9/1108 TO 9/30/08 108.32 11/03/2008 INTEREST FROM 10H/08 TO 10131/08 1.26 11/0311008 INTERE8T FROM 10/1/08 TO 10/31/08 22.93 12/01/Z008 INTEREST FROM 11/1/08 TO 11/30/08 26.97 12/01/2008 INTERE8T FROM 1111/08 TO 11/30/08 0.68 01/02/2009 MITEREBT FROM 12H/08 TO 12/31/08 2.26 01/02/2009 INTERE8T FROM 12/1/08 TO 12131/08 22.56 02/02/Z009 INtEREBT FROM 1/1/09 TO 1/31109 28.86 02/02/2009 INTEREST FROM 1/1/09 701/31/09 2.97 03/02/2009 INTEREST FROM 2/1/09 TO2/28109 29.01 03/0212009 INTEREST FROM Z/1109 TO 2128109 2.21 04101/'1009 INTEREST PROM 311108 TO 3131108 0.81 04/01/2008 INTEREST PROM 311/09 TO 3/31/09 30.94 05/01/2009 INTEREST FROM4/1/09 TO 4130/09 26.41 05/0112009 INTEREST FROM 411108 TO 4130109 1.05 06/01lZ009 INTERE8T FROM 5/1109 TO 5131/09 73.59 06/01/2008 INTEREST FROM 5/1/09 TO 5131109 0.72 07/01/Z009 INTEREST FROM 611109 TO 6130108 0.22 07/01/2009 INTEREST FROM 611109 TO 6/30/09 4.56 08/03/2009 INTEREST FROM 7/1/09 TO 7/31M9 0.10 08/03/2009 INTEREST FROM 711109 TO 7131/09 2.25 08101/2009 INTEREST FROM 8H/09 TO 8/31/09 0.57 08/0112009 INTEREST FROM 8/1109 TO 8131/09 0.01 10/01/1009 INTEREST FROM 911109 TO 9/30/09 0.02 10/01/2009 INTERE8T FROM 9/1/09 TO 9/30109 0.60 -18- SCHEDULE G RECEIPTS OF INCOME Continued 5,962.27 MfBenn~n Insane Fund LLC 10/OS/Z006 s3.499418/3HARE ON 1894.11 SHARES DUE 10/4/06 12/18/2008 >i3.766678/SHARE ON 1894.1145 SHS DUE 12/18/08 TOTAL BANK INTEREST Other Income MiYennium Income Fund LLC 12/28/Z006 ORDINARY INCOME DISTRIBUTION FOR MILLENNIUM INC FD TOTAL RECEIPTS OF INCOME 6,628.33 7,134.51 13,762.84 20,543.44 586.23 586.23 586.23 273,698.69 -19- SCHEDULE! DISBURSEMENTS -INCOME Exuense /INCOME FEE FOR CUMBERL AND COU TY COURT ACCOUNT~G 06/2512008 1,330.00 1,330.00 PA Deosrlnwnt of R wenue 04/09/2007 PA-40ESR 1ST QTR 2007 (E18Z5-6370526) 1,648.00 07/1812007 PA~1 2006 FMD. INC. TAX WAC (EMM'256370526) 579.00 09/11/2007 PA~OESR 3RD QTR 2007 WAC (EI 25-6370526) 580.00 2,807.00 SERVICES RENDER ED THROUGH 9-30-08 MHV#NB1846 11/19/2008 4043.89 4,043.89 Tniat Expenses 10~'u2006 INVOICE SC1017 WAC DTD 1015/06 PERIOD 449.09 1 0/1-1 213 1 02/05/Z00T INV SC1078 WAC DTD 01/9V0T PERIOD 178.70 1/1107-03/3!!07 02/06/2007 INV SC1018 WAC DTD 119107 PERIOD 0.03 1/1/07-3/31/07 04/25/2007 INV SCI 019 WAC DTD 419107 PERIOD 281.29 411107-~30/O7 10/31/2007 INVESTMENT CONSULTING FEES 354.69 12!1212007 QUARTERLY SERVICE AND INDEPENDENT 231.46 CONTRACTOR FEES 03/07/2008 PYMNT OF INI/#t SCI022USB DTD 01/10/08 233.19 QUARTERLY 05/01/2008 PYMNT OF INVOICE # SCI 023 USB DTD 04/04/08 256.59 08!28!2008 INVESTMENT CONSULTING FEES FOR PERIOD 145.08 111/08 -20- SCHEDULEI DISBURSEMENTS -INCOME Continued 08104/2008 INV#SCg24US8 DTD 07/11/08 QUARTERLY 253.59 SERVICE FEE 12/04/2008 INV.#SC1025 USB DTD 10-7-08 PYMT 4TH 260.14 QUARTER 12/1012008 CONSULTING FEES FOR PERIOD 711/08 146.11 THROUGH 12/31/08 03/Z0/2009 QTRLY SERV FEES JAN-MAR INV#SCg26USB 320.17 DTD 01/09/08 03/26/2009 CONSULTING FEES 01/09-06109 SCI AFFILIATED 149.63 TRUSTS 04123/2009 QTRLY SERV FEES ENDMIG 06/30/09 / INV#SCI 337.17 027 USB 07/29/2009 lNV#SCI028USB DTD 07/21/09/ FOR 551.07 07101f09-09/30/08 10/Z0/2009 PAYMENT OF INV DTD 09/2/2009 INVESTMENT 181.08 CONSULTING 11/12/2009 PAYMENT OF INVOICE # SC1028 USB DATED 456.74 10130/09 U.S. BaMc NA 10/26/2006 08/01/2006 THRU 09/30/2006 240.46 12/01/3006 1010112006 THRU 10/3112006 244.46 12/20/2006 11/01/2006 THRU 11/30/2006 248.32 01/22/2007 12/01/2006 THRU 12/31/2006 248,pg 02121i~07 01/01/2007 THRU 01/31/2007 248.92 03121/Z007 02/01/2007 THRU 02/28/2007 249.69 04/20/2007 03/01/2007 THRU 03131!2007 248.41 OSI3212007 04/01/2007 THRU 04/30/2007 349.37 06/20/2007 05/01/2007 THRU 05/31/2007 249.72 07/20/2007 06/01/2007 THRU 06/30/2007 245.47 08121@007 07/01/2007 THRU 07/31/2007 246.85 08120/2007 08/01/2007 THRU 08/31/2007 231.06 1013212007 09/01/2007 THRU 09/30/2007 238,74 11/21/2007 10/01/2007 THRU 10/31/2007 ?.40.05 -21- 4,785.82 SCHEDULEi DISBURSEMENTS -INCOME Continued 12n0/2007 11/01n007 THRU 11130120!17 01/Z3n008 12/0112007 THRU 12/31n007 02n1n008 01/01n008 THRU 01/31n008 03n0n008 02/01n008 THRU 02/29/2008 04n2n008 03/01n008 THRU 03131n008 05n1n008 04/07n008 THRU 04/30/2008 06/20/2008 06/01n008 THRU 05/31/2008 07n2n008 06/01n008 THRU 06/30n008 08nOn008 07/01n008 THRU 07/31n008 09n2n008 08!01/2008 THRU 08/31/2008 10n1n008 09/01n008 THRU 09/30/2008 10n7n008 09/01n008 THRU 09/30n008 10n7n008 REVERSED FOR PERIOD 09/01n008 THRU oe/3onooa 11/20n008 10/01n008 THRU 10/31n008 12/22n008 11/01n008 THRU 11/30n008 01n2n009 12/01n008 THRU 12/31n008 02nOn009 01/01/2009 THRU 01/31/2009 03nOn009 02/01n009 THRU 02n8n009 04n2n009 03/01n009 THRU 03131n009 05nOn009 04101n009 THRU 04/30/Z008 06122n009 05/01n009 THRU 05/31/2009 06/24JZ009 REVERSED FOR PERIOD 05/01/2009 THRU 05131n009 06n4n009 05/01/2009 THRU 0513112009 07n2n009 06/01/2009 THRU 06/30n009 08nOn008 07/01/Z009 THRU 07/31/2009 09n2n009 08/01n009 THRU 08/31n009 10n1n009 09/01n009 THRU 09/30n009 11/09n009 10/01n009 THRU 10/31n009 236.46 232.7b 231.02 233.78 231.74 234.78 231.44 221.61 219.07 222.74 271.86 211.86 -211.86 192.76 185.27 186.65 192.04 178.91 183.06 191.89 197.17 -197.17 197.17 187.53 207.03 211.30 217.19 218.79 8A95.41 United Sta~ea Treasury 04/09/2007 1041-ES 1ST Q 2007 WAC (EIAtZ5~370b26) 2.150.00' -22- SCHEDULEI DISBURSEMENTS -INCOME Continued 06/08/2007 1041-ES 2612007 WAC (#E125.6370526) O7NSfZ007 1041 FED. FID. INC. TAXa1MAC (EMI~25.6370526) 09/13/2007 LATE PAYMENT PENALTY WAC (E125.6370526) 09M3/2007 THIRD QUARTER FEDERAL ESTIMATED TAX PAYMENT 10/30/2007 LATE PAYIIIIENT PENALTY (Ep~2S~370526) 2,150.00 2,899.00 486.00 4,178.00 106.18 11,969.48 TOTAL DISBURSEMENTS OF MiCOME 33,431.60 -23- SCHEDULE J DISTRIBUTIONS -INCOME SCI M.naaement Cor 10/31/2006 ooratlon MONTHLY INCOME DISTRIBUTION 11,338.37 11/30/2006 MONTHLY MICOME DISTRIBUTION 7,879.65 12/29/2006 MONTHLY INCOME DISTR~UTION 4,908.41 01/31/2007 MONTHLY NrCOME DISTR~UTION 7,070.75 02128/2007 MONTHLY MCOME DISTRIBUTION 3,785.32 03/30/2007 MONTHLY INCOME DISTRIBUTION 8,229.84 04/3012007 MONTHLY INCOME DISTRIBUTION 2,400.66 05/31/2007 MONTHLY INCOME DISTRIBUTION 8,458.78' 07/02/Z007 MONTHLY WCOME DISTRIBUTION 3,418.68 07131/2007 MONTHLY MICOME DMTRIBUTION 3,914.09 08/31/2007 MONTHLY MiCOME DISTRIBUTION 7,466.08 08/31/2007 OutOoMg Domestic Wire 259.07 10/01/2007 MONTHLY MCOME DMTRIBUTION 1,522.57' 10/31/2007 MONTHLY INCOME DISTRIBUTION 6,163.82 11/3012007 MONTHLY MICOME DISTRIBUTION 6,850.22 12/31/2007 MONTHLY INCOME DISTRIBUTION 22,069.68 01/31/2008 MONTHLY MICOME DISTRIBUTION 7,324.30 02/29/2008 MONTHLY INCOME DISTRIBUTION 6,413.66 03/31/2008 MONTHLY MiCOME DISTRIBlIT10N 6,693.81 04/30/2008 MONTHLY MICOME DISTRIBUTION 6.865.84 06/02/2008 MONTHLY INCOME DISTR~UTION 5,779.37 06/30/2008 MONTHLY NiCOME DISTRIBUTION 5,968.07 07/31/2008 MONTHLY INCOME DISTRIBUTION 6,117.80 09/02/2008 MONTHLY MICOME DISTRIBUTION 6,295.21 09/30/2008 MONTHLY INCOME DISTR~UTION 6.643.98 10/37/2008 MONTHLY INCOME DISTRIBUTION 6,207.80 12131/2008 MONTHLY MICOME DISTRIBUTION 14,530.13 02-0212x08 MONTHLY N~lCOME DISTR~UTION 14,131.71 03/02/2009 MONTHLY INCOME DISTRIBUTION 6,643.99 03/31/2009 MONTHLY INCOME DISTRIBUTION 2,939.70 04/30/2009 MONTHLY INCOME DISTRIBUTION 4.277.63 06/01/2009 MONTHLY INCOME DISTRIBUTION 6,934.19 06/30/2x09 MONTHLY INCOME DISTRIBUTION 6,136.21 -24- SCHEDULE) DISTRIBUTIONS -INCOME Continued 07/3112009 08/31/2009 08/30/2009 11102!2009 11/1812009 MONTHLY INCOME DISTRIBUTION MONTHLY INCOME DISTRIBUTION MONTHLY INCOME DISTRIBUTION MONTHLY INCOME DISTRIBUTION Outgoing Domestic Wire -TRANSFER TO SUCCESSOR TRUSTEE 5,637.73 6.596.13 6,324.20 5,868.13 4,876.51 255,043.08 TOTAL DISTRIBUTIONS TO BENEFICIARIES 255,043.09 -25- INCOME BALANCE ON HAND # Units Description Firet American Funds Current Value Fiduciary 11130/2008 Ac4uisition or as Noted Value -14,776.00 -14,776.00 Total Cash -14,776.00 -14,776.00 -14,776.00 -14,776.00 -26- In the Court of Common Pleas of Cumberland County, Pennsyhrania Orphans' Court Division File No. 21-2000-0364 GIBRALTER MAUSOLEUM CORP D/BIA THE ROLLING GREEN CEMETERY PERMANENT LOT Signature US BANK V~~ ~le~- U k, T five -27- In ~e Court of Common Pleas of Cumberland County, Pennsylvania Orphans' Court Division File No. 21-2000-0364 GIBRALTER MAUSOLEUM CORP DlB1A THE ROLLING GREEN CEMETERY PERMANENT LOT Verification US Bank, Trusties of the GlBRALTER MAUSOLEUM CORP D/B/A TWE ROLLING GREEN CEMETERY PERMANENT !OT DARE TRUST, hereby declares under oath that helshe has fully and faithfully discharged the dutNs of hb~lher office; that the foregoing Account is true and correct and ful~jl discloass aN sipniticant transactions occurring during the accounting period; that aN known claims against the Trust hwe been paid in full; that, to hh~fher knowledge, there are no claims now outstanding a~inst the Tnist; and that all taxes presently due from the Tnist have been paki. This statement is made subject to penalties of 18 Pa. C.S.A. Section 4904 relating to unswom falsiAcation to autl~orities. U3 Trustee meted: 1~ ~~ -~ Q -28- OBERMAYER REgMAN]~J MAXWELL & HIPPEL u.r Attorneys At Law Erin E. McQuiggan One Plenn (Center - 19th Floor (215) 665-3062 1617 John F. $ennedy Boulevard erin.mcquiggan@obermayer.com Philadelphia, PA 19103-1895 P 215-665-3000 F 215-665-3165 w*rvw.obermayer.com N July 14, 2010 n a - ~~, , ~~ G r> ~.,;.~j ~.,., r G^^ ~= Glenda garner Strasbaugh ~ °' Clerk of Orphans' Court c~ ~ ~ ~ ~ ~~ j~ ,,,_ Cumberland County Courthouse` ~-~ i 1 Courthouse Square -t, ~ ' ~ '~ "" , Carlisle, PA 17013 Re: Rolling Green Cemeterv Permanent Lot Care Trust No.: 61-200-0364 Dear Ms. Strasbaugh: Enclosed please find an original and one copy of the First and Final Account of U.S. Bank, N.A., Resigning Trustee, as well as the Petition for Adjudication to b Bled with the Court with regard to the above-captioned matter. Also enclosed is a ch ck! in the amounts of $1,180.00 to cover the cost of this filing. Kindly time-stamp and return the enclosed copy of this letter as evidence' of your receipt of this filing in the enclosed self-addressed, postage-prepaid envelope. Please call me if you have any questions. Respectfully submitted, ~~ ~` ~ ~ Erin E. McQuiggan EEM/ra Enclosures: Cc: Jodi Kalter (U.S. Bank, N.A.) ', Melanie Cianciotto (Sun Trust Banks, Inc.) Over a Century of ~S~lutions® 5 Philadelphia Harrisburg Pittsburgh Altoona Cherry Hill Wilmington Pennsylvania Pennsylvania Pennsylvania Pennsylvania New Jersey Delaware COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNYSLVANIA ORPHANS' COURT DIVISION Docket No: 21-2000-0364 IN RE FIRST AND FINAL ACCOUNT OF GIBRALTER MAUSOLEUM CORP D/B/A THE ROLLING GREEN CEMETERY PERMANENT LOT, US BANK, TRUSTEE FOR FOR THE TRUST UNDER DEED OF ROLLING GREEN CEMETARY DATED OCTOBER 30, 1995. AND PETITION FOR ADJUDICATION/STATEMENT OF PROPOSED DISTRIBUTION ORDER OF COURT AND NOW, this 24th day of August, 2010, the herein account is confirmed absolutely. BY THE COURT, ~~~ J. Wj~sley Oler, Jr., J ~~ ...:~ C ~ '=~ ~ ~ _~ y ~ ~, ~,., ~` :. .. , r^ ~. _ ~~. , ~ _.-- - "~ t," ~%> (~ 1 ...,,1 ~V C0 �.... r % , C'> TRUST . C.0 = ` COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF O)' TRUST UNDER DEED OF SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery DATED 3/15/1996 Permanent Lot Care Fund Trust No, 21-2000-0364 PETITION FOR ADJUDICATION/ STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa.O.C.Rule 6.9 This fornt may be used in all cases hivolving the Audit of Trust Accounts. If space is insufficient, eiders may be attached. INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: Timothy C'_ L.eventry,Esquire Supreme Court I.D.No.: 34980 Name of Law Firm: Leventry, Haschak& Rodkey, LLC Address: 1397 Eisenhower Blvd., Richland Square III, Suite 202, Johnstown, PA 15904 Telephone: (814)266-1799 Fax: (814) 266-5108 FonnOG02 rer 10./3.06 Page 1 of 10 MW t Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust 1, Name(s)and address(es)of Petitioner(s): Petitioner: Petitioner: Name. SunTrust Bank AmeriSery Trust&Financial Services,Co. Funeral and Cemetery Trust Services PO Box 520 Address: MailCode: F-ORL-2100 Johnstown,PA 15907 South range ve., S07CB 10 Orlando,FL 32801 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ B. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ C. Discharge of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ D. Transfer of Situs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ E. Appointment of Ad Litem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ F. Minor, Unborn or Unascertained Beneficiaiy(ies) . . . . . . . . . . . . . . . . . . . . . . ❑ G. Principal Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ H. Partial/Full Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ I. Missing Beneficiary(ies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ J. Cy Pres . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ K. Williamson Issue* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ L. Otherlssues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ List: Accounting onfirmation Please Mote: A detailed explanation of issues checked should be set forth at item 13 below. See Williamson Estate,368 Pa.343,82 AN 49(1951),if Trustee vas also Executor of the settloddecedent's estate and received commissions in such capacity. Form OC 02 rev 10.13.06 Page 2 of 10 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust 3. Testamentary Trust: N/A Decedent's date of death: Date of Decedent's Will: Date(s)of Codicil(s): Date of probate: or Inter Vivos Trust: N/A Date of Trust: Date(s)of Amendment(s): 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust,explain: No other Court has jurisdiction of any matter relating to this Trust. B. Identify all prior accountings and provide dates of adjudication. Every three (3)years per statute. Last accounting period November 30,2009. 5. A. State how each Trustee was appointed: Owner appointed SunTrust and AmeriSery Trust and Financial Services Company as of November 16,2009. B. If a Petitioner is not a Trustee,explain: Petitioner is a Co-Trustee. Worn►OC-01 rer 10.13.06 Page 3 of 10 Y r Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust 6. State how and when the present fiend was awarded to Trustee(s): Transfer of funds at time of appointment. 7. Period covered by accounting: 12/1/2009 to 11/30/2012 8. Current fair market value of the Trust principal is$ 2,014,524.03 See page 2 of Account.) 9. State concisely the dispositive provisions of the Trust: See Article VIII of SCI Master Cemetery Permanent Lot Care Fund Trust(Pennsylvania)dated October 30, 1995 attached. 10. Explain the reason for filing this Account(if filed because of the death of a party,state name of person,relationship to Trust and date of death): Statutorily required pursuant to 9 Pa.C.S.A. Section 308(a). Form OG02 rev 10.13.06 Page 4 of 10 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust 1 l. State why a Petition for Guardian/Trustee Ad Litent has or has not been filed for this Audit see Pa. O.C.Rule 12.4): No unborn,minor or unascertained beneficiaries entitled to receive principal or income. 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid(including postponed tax on remainder interests),the dates of payment and the interests upon which such amounts Nvere paid: Date Payment Interest N/A B. If any such taxes remain unpaid or are in dispute,explain: 13. Describe any questions requiring Adjudication and state the position of Petitioner(s)and give details of any issues identified in item 2: None. Fonn OC 02 rev 10.13.06 Page 5 of 10 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust 14. Written notice of the Audit as required by Pa. O.C.Rules 6.3,6.7 and 6.8 has been or will be given to all parties in interest listed in item 15 below. In addition,notice of any questions requiring Adjudication as discussed in item 13 above has been or will be given to all persons affected thereby. A. If Notice has been given,attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given,a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s)or counsel certifying that such Notice has been given. C. If any such party in interest is not sus juris(e.g.,minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa. O.C. Rule 5.2. D. If any charitable interest is involved,Notice of the Audit has been or will also be given to the Attorney General as required under Pa. O.C.Rule 5.5. In addition, the Attorney General's clearance certificate(or proof of set-vice of Notice and a copy of such Notice)must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner(s)has/have notice or knowledge,having or claiming any interest in the Trust,whether such interest is vested or contingent,charitable or non-charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s); Name and Address o Each Par ,in Interest Relationship and Comments.all,_ hiteresi Rolling Green Cemetery weer c/o SCI Pennsylvania Funeral Services 100 Waugh Drive Houston,TX 77007 Co-Trustee AmeriSery Trust&Financial Services, Co. None PO Box 520 Johnstown,PA 15907 Fonts OC-02 m,10.13.06 Page 6 of 10 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust \lame and Address of Each Party in Interest I Relationship and Comments,ijany I hiterest SunTrust Bank None Co-Trustee Funeral and Cemetery Trust Services MailCode: FL-ORL-2100 200 South Orange Ave., SOAB 10 Orlando,FL 32801 B. Identify each party who is not sid juris(e.g.,minors or incapacitated persons). For each such party,give date of birth,the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the neat of kin of such party,giving the name,address and relationship of each;and N/A C. If distribution is to be made to the personal representative of a deceased party, state date of death,date and place of grant of Letters and type of Letters granted. N/A 16. If Petitioner(s)has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment,together with any relevant supporting documentation. N/A 17. If a trustee's principal commission is claimed: A. If based on a written agreement,attach a copy thereof. Form OC-01 rev 10.13.06 Page 7 of 10 1 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust B. If a principal commission is claimed,state amount. No. C. If a principal commission is claimed,state the amounts and dates of any principal commissions previously paid in prior accounting periods. A nount Dale Paid None. 18. If a reserve is requested,state amount and purpose. Amount: Propose: If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Yes No If so,attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution? . . . . . . . . . . . . . . . . . . . . . . . . . . ❑Yes 13No Form OC-02 rev 10.1.1.06 Page 8 of 10 MW Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust Wherefore,your Petitioner(s)ask(s)that distribution be awarded to the parties entitled and suggest(s)that the distributive shares of income and principal (residuary shares being stated in proportions,not amounts)are as follows: A. Income: Proposed Distributee(s) AmotoalProportion Rolling Green Cemetery See attached Accounting pages 19-24 B. Principal: Proposed Distributee(s) AmounilProportion Other Distributees See attached Accounting,page 11 of 24 Submitted By: (All petitioner s must sign. Aryl additional lines if necessary): VP Name of Petitioner: ky= V? Name of Petitioner: Form OC-02 rev 10.13.06 Page 9 of 10 Name of Trust: SCI Pennsylvania Funeral Services d/b/a Rolling Green Cemetery Permanent Lot Care Fund Trust Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies* [that helalre h e is rr'r1e vice—President AmeriSery Trust & Financial Servicesr Co. of the above-named name ofcorporatios and] that the facts set forth in the foregoing Petition for Adjudication/Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true,and as to facts based on the information of others,'the Petitioner,after diligent inquiry,believes them to be true;and that any false statements herein are made subject to the penalties of 18 Pa.C.S. §4904(relating to unsworn falsification to authorities). Signature of Petitioner Corporate petitioners mast complete bracketed information. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication J Statement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court,and that no changes to the form ave been made b and the responses herein. Signat nsel r etitioner Form OC-02 rev 10.13.06 Page 10 of 10 e CERTIFICATE OF SECRETARY OF a Gibraltar Mausoleum Corporation ISM GD d/b/a Rollin Green Cemetery rY � f Amending and Restating the Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund du�/�jy�j/� „�. A1,009/L �S , hereby certify that I am the duly elected and acting � Secretary of Gibraltar Mausoleum Corporation, a Delaware corporation (the"Corporation"), dlb/a Rolling Green Cemetery,that the following resolutions were unanimously adopted by the Board of Directors of the Corporation on M14iQ ed / 9%, and that they have never been amended or rescinded and they are now in full force E and effect. . r WHEREAS, the Corporation (through its predecessor in interest, Rolling Green Cemetery Company, Inc.)entered into a certain trust agreement on March 5, 9999 to establish a cemetery perpetual care trust known as the Rolling Green Cemetery Company, Inc. Permanent Lot Care Trust Fund (the "Trust Agreement'); and i WHEREAS,under the terms and provisions of the Trust Agreement,the Corporation reserved unto itself the right to amend the Trust Agreement; and WHEREAS,the Corporation desires now to amend and restate in its entirety the Trust Agreement by substituting therefor the SCI Master Cemetery Permanent Lot Care Fund Trust (the"Master s Trust"), a copy of which is attached hereto and made a part hereof and marked as"Exhibit A". i BE IT RESOLVED THAT, the Trust Agreement be and it is hereby amended in its entirety by the substitution therefor and the adoption of the terms and provisions of the Master Trust. i BE IT FURTHER RESOLVED THAT the trust created hereby shall be known as the Roiling Green,. Cemete ry Permanent Lot Care Fund Trust and that this resolution shall be sufficient evidence to indicate that Corporation has elected to become an Additional Trustor under the Master Trust r .. pursuant to Article 11 thereof. i BE IT FURTHER RESOLVED THAT the officers of the Corporation be and they are hereby authorized to proceed with the execution, delivery and filing of all documents and the taking of all actions necessary to carry out the intent hereof. { Dated: M l cr / SAW A 1�tg60f2-& Rolling Green 84062451 jj SCI MASTER CEMETERY PERMANENT LOT CARE FUND TRUST I (PENNSYLVANIA) THIS SCI MASTER CEMETERY PERMANENT LOT CARE FUND TRUST AGREEMENT (the'Trust Agreement" is made and entered Into this' day of ' . } ..�l. • y 1��;�y r and between those entities executing he si nattira- a f3 g g p g or pages of this Trust Agreement as "Trustor" (such entities being hereinafter referred to individually as 'Trustor" and referred to • F collectively as "Trustors") and First Fidelity Bank, N.A., a trust company with fiduciary powers thereinafter referred to as"Trustee"). - t WITNESSETH : WHEREAS, Trustor is owned, either directly or indirectly, by Service Corporation ' F intemational and is or has been engaged in the busyness of operating cemeteries within the Commonwealth of Pennsylvania subject to the provisions of Pennsylvania Consolidated Statutes l r Annotated, Title 9, as amended, and related rules and regulations of the Commonwealth of Pennsylvania,as amended,(such statutes,rules and'regutations hereinafter collectively referred l to as the"Act"); and WHEREAS,those amounts required under the Act to be deposited to a permanent lot care fund(such amounts being hereinafter referred to as"Accumulated Deposits"), relating to amounts paid oc to be paid to Trustor by the purchasers of interment spaces,are required.under the Act to . 1. be deposited-with a trustee meeting the requirements of the Act;and . i WHEREAS, Trustee Is qualified to serve as a trustee of such Accumulated Deposits # s pursuant to the requirements of the Act,,and Trustor desires to deposit such Accumulated Deposits f With Trustee and to appoint Trustee as trustee of such Accumulated Deposits;and WHEREAS,Trustor and Trustee desire that this Trust Agreement govern all Accumulated Deposits deposited by Trustor with Trustee and income and net principal gains on such SCtUNIPA (t 1/15184 ": i Accumulated Deposits (such Income and net principal gains being referred to hereinafter as "Earnings"}; - t s i NOW,THEREFORE,Trustor and Trustee do hereby enter Into this Trust Agreement, and { agree that all-Accumulated Deposits hereafter deposited with Trustee by Trustor pursuant to this F Trust Agreement, and Earnings thereon, (such Accumulated Deposits and Earnings being i 3 hereinafter referred to collectively as"Care Funds")shall be administered in accordance with the Act and the following terms and conditions: ARTICLE I TRUST PURPOSE # 1.1 Genera!Purpose. The purpose of this Trust Agreement and the trust or trusts created pursuant hereto(hereinafter referred to as the"Care Fund Trust"or"Care Fund Trusts") i is to provide for the administration and investment,pursuant to the Act,of all Care Funds received - i by Trustee from each Trustor. 1.2 Specific Purpose. It is the further purpose of this Trust Agreement to establish 3 an economical method by which each Trustor may comply with the requirements of the Act,_to provide a means whereby each Trustor may establish one or more of its own separate and distinct 1 . e Care Fund Trusts.each governed by terms and provisions similar to those which govern similar Care Fund Trusts of other Trustors and to provide a means whereby the administration and Investment of the Care Fund-Trusts of all Trustomi may be handled by a single trustee. It is the Intention of the.par-des hereto that one or more Care Fund Trusts be established for each Trustor, each of which Care Fund Trusts is to be held separately by Trustee front similar Care Fund Trusts Fund established pursuant to this Trust Agreement; each such separate Care F nd Trusts shall be governed by this Trust Agreement and shall be handled by Trustee as a separate and distinct trust In like manner as if each such Care Fund Trust were governed by its own separate and distinct trust agreement with terms Identical to those contained in this Trust Agreement. Nothing herein SCICeMUPA (11115!94 2 s 4 f . r shall prevent Trustee from establishing multiple'sub•accounts,for-accounting or other purposes, within a single trust;such sub-accounts shall not be considered separate trusts for the purposes of this Trust Agreement. 1.3 Adoption by Additional Trustors. It Is the Intent of the parties hereto that . i additional parties shall be able to join Into this Trust Agreement as additional Trustors subsequent . 1 to the original execution date of this Trust Agreement by complying with the terms and conditions . i of Article lI hereof. ARTICLE Ii t ADOPTION BY ADDITIONAL TRUSTORS From time to time, entities who have engaged in or are engaged in the business'of t operating cemeteries within the Commonwealth of Pennsylvania may adopt, subject to the requirements of this Article, the terms and provisions of this Trust Agreement by executing an appropriate corporate resolution acceptable to Trustee. Upon delivery to Trustee hereunder of such resolution, written acceptance and approval by Trustee, and delivery of the related Care Funds,the entity so adopting this Trust Agreement shall become-a Trustor hereunder. If a Trustor established a permanent lot care fund trust{"Predecessor Trust)before the date of such Trustor's - s adoption of this Trust Agreement, and such Trustor desires that such Predecessor Trust be governed by the terms and conditions of this Trust Agreement,then the adopting resolution of such ; Trustor shall provide for the appointment of Trustee hereunder as successor trustee under said t 4 Predecessor Trust and shall further provide that the Predecessor Trust is amended In its entirety and that the provisions hereof shall be substituted for those set forth in said Predecessor Trust and t shall provide for delivery of the Care Funds then heldirl't a Predecessor Trust to Trustee. Upon appointment of Trustee as successor trustee of such'Predecessor Trust, Trustee shall not be required to examine the accounts, records and/or acts of any previous trustee, nor shall Trustee be responsible for any act or omission on.the part of any previous trustee. Each Trustor represents SCIC*n PA (tYnsrat 3 e i y for the benefit of Trustee that the procedures followed to effect the appointment of Trustee as successor trustee under the Predecessor Trust and as Trustee hereunder comply with the requirements of said Predecessor Trust and with the laws, rules and regulations applicable thereto. Each Trustor shall be responsible for filing any notices and/or reports relating to that Trustoe's Care Fund Trust that may be required to be filed with the Commonwealth of Pennsylvania regarding the f establishment of a_permanent lot care fund trust, this Trust Agreement'and the management, investment and disposition of the funds thereunder. ARTICLE II DEPOSITS Trustor may at any time, and in any amount, pay or direct that moneys constituting Care Funds be paid to Trustee for deposit into any Care Fund Trust established hereunder for Trustor. Trustee shalt not be responsible for any Care Funds that shall be deposited pursuant to this Trust Agreement until such Care Funds shall have been actually delivered to Trustee for deposit into Trustoe's Care Fund Trust. It is further agreed that inasmuch as Trustee shall rely upon the accuracy of the information and documentation furnished by Trustor,Trustor agrees to indemnify and hold Trustee harmless against any and al!'liabi(ty,�lttss;cost or expense incurred by Trustee 3 resulting from such reliance, which is not a result of Trustee's negligence or wilful misconduct. . Trustee agrees to accept all Care Funds paid in on behalf of Trustor and to maintain such accounts and records as are necessary to carry out its obligations as Trustee. i s Trustee shall establish at least one separate and distinct Care Fund Trust for each Trustor I i which has adopted the terms and provisions of this Trust Agreement pursuant to Article 11 hereof. k Trustee may establish more than one Care Fund Trust for a single Trustor if so specified by that t Trustor in separate corporate resolutlons for each such Care Fund Trust, provided that the procedures and requirements for establishing a Care Fund Trust,under the Act and under this Trust Agreement, are complied. with separately for each separate-Care Fund Trust, Each separate � • Care Fund Trust shall be handled by Trustee in like manner as if each such Care Fund Trust were SCICemU PA (WIS194 4 i . i f governed by its own separate and distinct trust agreement with terns Identical to those contained ` in this Trust Agreement. Trustee shag have no duty whatever to Investigate the activities of Trustor or to determine I or inquire as to Trustor's operations or the accuracy of information provided by Trustor. Trustee shall not be responsible for determining whether Trustor has complied with 1 requirements under the Act concerning the timing or amount of Accumulated Deposits to be deposited with Trustee. i ARTICLE IV POWERS OF THE TRUSTEE - Except as otherwise provided under the Act, Trustee shall have the powers normally 1 f granted to trustees under Pennsylvania law,specifically,including, but not-by way of limitation,the power: (1) To collect, receive and receipt for any and all Items of Income and principal that may be derived from the assets placed under the terms hereof,and to allocate the same elther•to*principal or to income,of partly'to.one and partly to , the other. In accordance with the usual and customary accounting practices of Trustee, f i (2) To invest and reinvest the assets of each Care Fund Trust pursuant to the provisions of this Trust Agreement. - i (3) To treat stock dividends,stook"-splits and dividends payable In the securities of another company,extraordinary cash or non-cash dividends,liquidating ; dividends, stock purchase rights,warrants and options of all kinds, and all similar property and the right to propeft as income or as principal,or partly one and partly the other,in accordance with.usual and customary accounting practices of Trustee. (4) To acquire and hold any stock,securities, real estate or any other property,real or personal,in the name of Trustee without disclosing*its capacity,or i in the name of any other nominee without disclosing its capacity,and In the case of securities, to attach, if desired, a power of attoiney for their transfer,to take and keep the same unregistered and to retain them or any part of them In such manner I that they will pass by delivery. (5). .. To vote all shares of stock in any Care Fund Trust howsoever the I certificates therefore may be issued, on all matters,and to give special or general proxies to any person,or persons,with or without the power of substitution. r (11AS184 5 } (6) To execute, acknowledge, deliver and accept any and all deeds, s deeds of trust,releases,mortgages,certificates,documents,affidavits,declarations and any and all other papers and instruments whatsoever deemed by Trustee necessary or appropriate to carrying out the powers and authority.herein granted. (7) To exercise any option orprivilege to buy,sell,exchange,or convert ' bonds,notes,stock or real,personal or mixed property,of any kind. s (8) To pay from Earnings of a Care Fund Trust,subject to any applicable limitations-under the Act,any and all expenses related to the administration of the Care Fund Trust,Including Trustee's fees as provided for herein, s t ARTICLE V DUTIES OF THE TRUSTEE r Trustee hereby accepts its appointment as trustee of the Care Fund Trusts established i t hereunder. -Trustee shall take titie to any assets conveyed to it by a Trustor to be deposited into Trustor's Care fund Fund Trust.pursuant to the terms of this Trust Agreement for the purpose of investing, protecting and conserving such assets for Trustor, collecting income earned from such f 1 assets and distributing principal and income of such Care Fund Trust pursuant to the terms of this f 1 Trust Agreement. Trustee shall have no obligation with respect to the activities of Trustor or any previous trustee,and shall not be required to examine the accounts, records or acts of Trustor or any previous trustee;nor shall Trustee in any way or manner be responsible for any act or omission on the part of Trustor or any previous trustee. ARTICLE VI INVESTMENT OF TRUST FUNDS t Trustee shall invest and reinvest the assets.of each Care Fund Trust only in such manner and in such Investments as are permitted under the.Act. Subject to the foregoing limitation, Trustee Is authorized to invest and reinvest and keep the Accumulated Deposits and Earnings of i i. each Care Fund Trust invested In any kind of property; real, personal or mixed;and any kind of investment,including,but not limited to;common and preferred stocks;any Interest In a common s trust fund,mutual fund or other such investment maintained by or affiliated with the Trustee;voting trust-certificates; bonds;notes;debentures;mortgages;trust deeds;mortgage participations; and scicsmu-PA (11/]5/94 6 } shares or interests in investment funds. Trustor reserves the right to establish investment guidelines to be considered by Trustee, subject to the Investment requirements set forth in this Trust req Agreement,and Trustee,consistent ; with its obligations under this Trust Agreement, shall.use Its best efforts to adhere to said f t investment guidelines. Any and all such guidelines established by Trustor, as well as changes thereto,shall be communicated to Trustee in writing... f ARTICLE VII. INVESTMENT ADVISOR Notwithstanding Article VI hereof, authority Is hereby reserved by Trustor to select an = investment advisor("Investment Advisor"), if Trustor so chooses,to direct Trustee In the malting { or retention of any Investment and Trustee shall follow such directions received from such- Investment Advisor,provided that Trustee shall not be required to follow the directions received from such Investment Advisor should Trustee.be of the,opinion that the actions being directed by the Investment Advisor would violate-requirements under the Act or Trustee's ftduciary'obligations. ' . t Trustor releases and hereby agrees'to indemnify and hold Trustee harmless-from any liability,loss cost or expense which may result from Trustee's having followed directions of the Investment Advisor. Said Investment Advisor,In directing Trustee to manage, administer,invest,reinvest and dispose of assets of a Care Fund Trust,shall conform with the investment standards required of T Trustee by the Act. Trustor shall designate in writing the name of the Investment Advisor, if any, selected and shall submit the name to Trustee in writing. Such notice shall be effective until revoked by Trustor upon tan(10)days prior written notice thereof to Trustee, , ARTICLE Vlll t DISTRIBUTION OF TRUST INCOME � Care Funds held In a Care Fund Trust shall be retained in the Care Fund Trust by Trustee i except for the portions such Care Funds which ars'permltted to be withdrawn under the Act. SCIC4r&t-PA (111151B� t r a i . r - . S . 1 -For those portions which may be withdrawn under the Act, Trustee shall retain those portions in the Care Fund Trust until Trustee reeves from Trustor a written request for withdrawal f r from the Care Fund Trust of requested amounts,along with any related documentation which may 3 be required to be provided to Trustee under the Act. Trustoe s,withdrawal request shall constitute r a covenant,warranty and representation by Trustor that Trustor will use the funds withdrawn solely for the purpose for which they were originally accepted by Trustor. After Trustee's receipt from } Trustor of Trustoe's request for withdrawal and related documentation as set forth above,Trustee i shall pay the amount requested to-Trustor,and shall make Its best efforts to make such payment within fifteen(15)days after such receipt, subject to availability of funds. The amount requested by Trustor shall be based upon records maintained by Trustor or its agents,and Trustee shall have no responsibility for determining the accuracy of any amounts specified or statements made within Trusee's withdrawal request and related documentation. Trustee may rely conclusively on the amounts specified and statements made In Trustors withdrawal request and related documentation and Trustor shall release and shall Indemnify and hold Trustee harmless from any liability, loss, claim,action,cost or expense resulting from such reliance..Trustee's only responsibility with regard to such request shall be to verify that the.fotru ar d�M nAell r by which such request Is submitted comply with the requirements.of this Article, and, where such request does comply with such requirements,to Issue payment to Trustor as directed In the request. Notwithstanding the above provisions,•Trustee shall distribute all Income of the Care f=und Trust to Trustor semi-annually as provided under the:Act,or at such other frequency as may be permitted under the-Act and requested by Trustor. ARTICLE IX TRUST RECORDS Trustee shall maintain such records for each Care Fund Trust as will evidence the amounts SOIC404tPA MAST" 8 t �f 3 received for deposit,the amounts disbursed and withdrawn,the total amount of Care Funds held and the location,description,and character of the investments of the Care Fund Trust. i i ARTICLE X REPORTS � Trustee shalt furnish Trustor, or its agent, a i g periodic statement showing the activity of ; Trustoes Care Fund Trust for the period covered by the statement, and the readily ascertainable # t market value of Trustoes Care Fund Trust as of the_last day of the period covered by the statement. - z Trustee will furnish such additional reports or information related to Trustoes Care Fund Trust as may be required of Trustee by the.Act, as may be requested of Trustee by the Commonwealth of Pennsylvania or as Trustor,or its agents may reasonably request. i 4 • i S ARTICLE XI TRUSTEE78 FEES Trustee shall be entitled to reasonable compensation for services rendered by It•pursuant , 3 to this Trust Agreement in such amounts as are mutually agreed to by and between the parties ' hereto,or if no such agreement is reached,then in such amounts as shall from time to time be set , forth in Trustee's published fee schedule which is in effect at the time.related services are rendered. Trustee shalt be entitled to pay such compensation from Earnings of each Care Fund i Trust to the extent permitted under the Act. To the extent that Earnings of a Care Fund Trust are # Insufficient to cover payment of such Compensation, or to the extent such compensation cannot be fully paid from Eamings of that Care Fund Trust due to limitations imposed under the Act, Trustor shall pay that portion of such compensation which is not paid from such Earnings. SCICOMLLpA (11IMS4 9 ARTICLE XII RELIANCE Trustee shall incur no liability to any person when acting upon any notice, direction, or request as set forth In an instrument reasonably believed by Trustee to be genuine and reasonably ! believed by Trustee to have been executed by the "persons authorized by Trustor to provide s " Trustee with such notices, directions and requests. it ARTICLE XIII RESIGNATION OR REMOVAL OF TRUSTEE t Trustee shall have the right,upon thirty(30)days•prior written notice delivered to-Trustor " f or Its agent,to resign as trustee of Trustor`s Care Fund Trust. Trustor shall have the right,upon thirty (30) days' prior written notice to Trustee and upon payment of the accrued and unpaid trustee's fees as provided herein,to remove Trustee as itrustee of Trustor's Care Fund Trust. Upon such resignation or removal, Trustor shall appoint a successor trustee, subject to x i compliance with all related requirements of the Act. Should Trustor fail to appoint a successor i i trustee within ten(10)days prior to the expiration of the thirty(30)day notice period,Trustee may secure the appointment of a successor trustee for Trustor's Care Fund Trust In any manner } permitted by law. i r Upon the appointment , and timely notification to Trustee, of a successor trustee as F t 3 provided herein,Trustee shall transfer and convey to the successor trustee all trust assets held by - i Trustee In Trustor's Care Fund Trust: When said transfer and,conveyanob are completed.Trustee iI { shall be released and discharged from all liability relating to further administration and Investment of Trustor's Care Fund Trust. Any resignation or removal which is effected:with frlgard to a particular Care Fund Trust hereunder shall only be effective for that particular Care Fund Trust and shall not affect any other Care Fund Trust established hereunder.. scIc�urw {ttlf5ttl4 { i i 7 S ARTICLE XIV AMENDMENT OR MODIFICATION OF THE TRUST i Trustee and Trustors may from time to,time:smpnd and modify the provisions of this Trust j s Agreement, In any manner consistent with the Act, by written instrument, provided that any changes affecting the responslbliftles of Trustee must be approved In writing by Trustee. Trustee 3 and Tres#ors shall amend this Trust Agreement when necessary to conform#o.any applicable 1 statutes,rules or regulations. t ARTICLE XV f APPLICABLE LAW - r This Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. t ARTICLE XVI t SEVERABILIT'Y Should any provision of this Trust Agreement be held to be unlawful, Invalid or unenforceable for any reason,such provision shall not affect the remaining provisions of this Trust Agreement, but shalt be fully severable, and the Trust Agreement shall be construed as If such i unlawful,invalid or unenforceable provision had never been Included herein. ARTICLE XVII PARTIES IN INTEREST This Trust Agreement shall inure to the benefit of and be binding upon the parties hereto f and their respective successors and assigns. ARTICLE XVIII PILING OF NOTICES AND/OR REPORTS Trustor shall be solely responsible for filing any notices and/or reports that may now or hereafter be required to be.filed with the Commonwealth of Pennsylvania, except as may be set i SC1C*miUPA {11115194 �� . 1 i i 1 - f E forth hereinabove, regarding establishment of Trustor's Care Fund Trust and the management, investment and disposition of the funds thereunder. s f - i ARTICLE XIX NOTICES TO PARTIES 4 All communications provided for hereunder shall be in writing and shall be deemed to be f given when delivered in person or deposited in the United States Mail,first class,postage prepaid f and properly addressed as follows: F f If to Trustor: (name of Trustor) c/o Trust Department P:O. Box 130548 i Houston,Texas 77219-0548 if to Trustee: FIRST FIDELITY BANK NA. do Mr. Robert B.Gdpshover,Jr. Vice President 923 South Broad Street, PMB012 Philadelphia, Pennsylvania 19109 ARTICLE XX f COUNTERPARTS i - t This Trust Agreement may be executed in any number of counterparts and by different parties in separate counterparts,each of which when'so executed and delivered shall be an original } and all of which when-taken together shall constitute one and the same instrument. - i t F i 7 ARTICLE XXI i HEADINGS' The headings, subheadings, and numbering of the different paragraphs of this Trust 3 Agreement are inserted for convenience of reference only and are not to be taken as part of this • S Trust Agreement or to control or affect the meaning, construction or effect of the same. SCICemt,tPA 12 i s R i F IN WITNESS WHEREOF, each of the undersigned has executed this Trust Agreement on this the 36 4.4 day of or,4obe 19?5. i . j i FOREST HILLS MEMORUL PARK, INC. l ' 1 M�rustor" i r � 1 By: t Printed Name: Curtis G. s a Title: Vice President i t i SCI PENNSYLVANIA FUNERAL SERVICES, INC. d/b/a Forest bills Cemetery, 'Walley Forge memorial Gardens, and f Westminster Cemetery t "Trustor" t B Ad4jOr-5- Printed Name: Curtis ri s Title: Vice President a FIRST FYDELITY BANK, N.A. 'Trustee! f By: �' F Printed Na Title: ���c,►�: I'AF.SIDSNT F ; : j s i 2 13 # Cl> r_- C -•> ter! C7 �27 C rn c> ZX3 C r") ---q a -rl7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND, PA;, C.,) ORPHANS' COURT DIVISION _f FIRST AND PARTIAL ACCOUNT OF AMERISERV TRUST AND FINANCIAL SERVICES COMPANY, FORMERLY USBANCORP TRUST COMPANY, AND SUNTRUST BANK, CO-TRUSTEES FOR "ROLLING GREEN CEMETERY" Account Number: 7931243 Accounting for the period: December 1, 2009 to November 30, 2012 Purpose of Account: The Trustee offers this Account to acquaint interested parties with the transactions that have occurred during the Administration. It is important that the Account be carefully examined. Requests for additional information, questions or objections can be discussed with: Ernest L. Petersen, III Vice President/Manager, Diversified Services Division AmeriSery Trust & Financial Services, Co. PO Box 520 Johnstown, PA 15907-0520 (814) 533-5270 7931243-12 - 1 of 24 - SUMMARY OF ACCOUNT PAGES PRINCIPAL Receipts 3-9 $ 120,748.40 Net Gain on Sales or Disposition 10 $ 3,267.43 $ 124,015.83 Less Disbursements Federal Fiduciary Income Tax 11 0.00 State Fiduciary Income Tax 11 -2,715.00 Legal/Attourney Fees 11 -4,000.00 -6,715.00 Balance before Distributions $ 117,300.83 Principal Balance on Hand 12 $ 2,014, 524.03 For Information: Investments Made 13 Changes in Holdings 14 INCOME Receipts 15-18 $ 236,893.37 Less Disbursements 19-24 $ -239,449.88 Balance before Distributions $ -2,556.51 Income Balance on Hand 25 $ 0.00 COMBINED BALANCE ON HAND $ 2,014,524.03 ------------------ 7931243-12 - 2 of 24 - y PRINCIPAL RECEIPTS MUTUAL FUNDS 10/21/10 Long Term Capital Gains Distribution Millennium Income Fund LLC 2,601.25 10/21/10 Short Term Capital Gains Distribution Millennium Income Fund LLC 0.00 COMMON & COLLECTIVE FUNDS 01/04/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -345.69 01/04/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 467.98 01/13/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 0.00 01/13/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 0.00 02/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -307.36 02/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 917.54 03/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 83.23 03/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 288.07 04/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 287.25 04/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,914.84 05/03/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -6,298.69 05/03/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,089.54 06/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -2,902.01 FORWARD $ -2,204.05 7931243-12 - 3 of 24 - f PRINCIPAL RECEIPTS (cont'd) FORWARD $ -2,204.05 COMMON & COLLECTIVE FUNDS (cont'd) 06/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,065.72 07/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,446.88 07/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd. -726.88 08/02/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 512.79 08/02/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -72.63 09/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,769.34 09/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 81.65 10/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 83.44 10/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -296.99 11/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 123.38 11/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 131.1.2 12/01/10 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -26.56 12/01/10 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 518.08 01/03/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -826.07 01/03/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 959.55 02/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 201.14 FORWARD $ 2,739.91 7931243-12 - 4 of 24 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 2, 739.91 COMMON & COLLECTIVE FUNDS (cont'd) 02/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 711.66 03/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,703.33 03/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 541.97 04/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 27,362.00 04/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 8,132.72 05/02/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,786.93 05/02/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,636.97 06/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,880.90 06/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,329.14 07/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 381.81 07/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -195.87 08/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 2,049.02 08/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 953.07 09/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 583.14 09/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -949.23 10/03/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 613.36 FORWARD $ 51,260.83 7931243-12 - 5 of 24 - w PRINCIPAL RECEIPTS (cont'd) FORWARD $ 51,260.83 COMMON & COLLECTIVE FUNDS (cont'd) 10/03/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 292.39 11/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -417.52 11/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 737.32 12/01/11 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,385.03 12/01/11 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 265.31 01/03/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 3,057.23 01/03/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -285.83 02/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,565.63 02/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -1,313.63 03/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -132.74 03/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 361.97 04/02/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 741.48 04/02/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 0.00 05/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 194.64 05/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 0.00 06/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -640.62 FORWARD $ 57,071.49 7931243-12 - 6 of 24 - f PRINCIPAL, RECEIPTS (cont'd) FORWARD $ 57,071.49 COMMON & COLLECTIVE FUNDS (cont'd) 06/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,130.75 07/02/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -131.05 07/02/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 203.66 08/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 2,388.78 08/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 191.02 09/04/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 1,951.77 09/04/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd -538.56 10/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 740.53 10/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 420.25 11/01/12 Long Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 2,504.69 11/01/12 Short Term Adjust Tax Cost SCI Perpetual Care/Endowment Fd 0.00 CASH EQUIVALENTS 12/02/09 Cash Receipt - Cemetery Company, Trust Deposits 1,140.30 01/04/10 Cash Receipt - Cemetery Company, Trust Deposits 1,204.42 02/02/10 Cash Receipt - Cemetery Company, Trust Deposits 1,794.09 03/05/10 Cash Receipt - Cemetery Company, Trust Deposits 1,326.29 FORWARD $ 71,398.43 7931243-12 - 7 of 24 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 71,396.43 CASH EQUIVALENTS (cont'd) 03/31/10 Cash Receipt - Cemetery Company, Trust Deposits 687.93 05/04/10 Cash Receipt - Cemetery Company, Trust Deposits 1,999.37 06/02/10 Cash Receipt - Cemetery Company, Trust Deposits 1,442.51 06/30/10 Cash Receipt - Cemetery Company, Trust Deposits 2,936.21 08/03/10 Cash Receipt - Cemetery Company, Trust Deposits 851.46 11/02/10 Cash Receipt - Cemetery Company, Trust Deposits 106.98 11/30/10 Cash Receipt - Cemetery Company, Trust Deposits 2,409.20 01/06/11 Cash Receipt - Cemetery Company, Trust Deposits 633.10 02/02/11 Cash Receipt - Cemetery Company, Trust Deposits 1,367.98 02/28/11 Cash Receipt - Cemetery Company, Trust Deposits 783.39 03/31/11 Cash Receipt - Cemetery Company, Trust Deposits 1,309.87 05/02/11 Cash Receipt - Cemetery Company, Trust Deposits 1,677.72 05/26/11 Cash Receipt - Cemetery Company, Trust Deposits 1,729.59 06/30/11 Cash Receipt - Cemetery Company, Trust Deposits 1,366.54 07/29/11 Cash Receipt - Cemetery Company, Trust Deposits 2,p71.98 08/11/11 Cash Receipt - Cemetery Company, Trust Deposits 599.06 FORWARD $ 93,371.32 7931243-12 - 8 of 24 - PRINCIPAL RECEIPTS (cont'd) FORWARD $ 93,371.32 CASH EQUIVALENTS (cont'd) 08/30/11 Cash Receipt - Cemetery Company, Trust Deposits 1,634.71 09/30/11 Cash Receipt - Cemetery Company, Trust Deposits 1,602.07 10/31/11 Cash Receipt - Cemetery Company, Trust Deposits 1,056.66 12/02/11 Cash Receipt - Cemetery Company, Trust Deposits 1,638.54 01/10/12 Cash Receipt - Cemetery Company, Trust Deposits 1,865.00 01/30/12 Cash Receipt - Cemetery Company, Trust Deposits 1,549.93 03/02/12 Cash Receipt - Cemetery Company, Trust Deposits 1,578.33 04/04/12 Cash Receipt - Cemetery Company, Trust Deposits 2,343.41 04/30/12 Cash Receipt - Cemetery Company, Trust Deposits 4,037.20 05/31/12 Cash Receipt - Cemetery Company, Trust Deposits 2,637.11 06/28/12 Cash Receipt - Cemetery Company, Trust Deposits 1, 795.21 07/31/12 Cash Receipt - Cemetery Company, Trust Deposits 1,391.30 08/29/12 Cash Receipt - Cemetery Company, Trust Deposits 1,221.68 10/01/12 Cash Receipt - Cemetery Company, Trust Deposits 1,373.41 10/26/12 Cash Receipt - Cemetery Company, Trust Deposits 515.62 11/29/12 Cash Receipt - Cemetery Company, Trust Deposits 1,136.90 TOTAL PRINCIPAL RECEIPTS $ 120,748.40 7931243-12 - 9 of 24 - PRINCIPAL GAINS OR LOSSES ON SALES OR OTHER DISPOSITIONS GAIN LOSS BEGIN $ 0.00 $ 0.00 06/02/10 351.5 Units SCI Perpetual Care/Endowment Fd Net Proceeds 35,382.69 Acquisition Value -34,614.06 768.63 - 07/03/12 2500 Units SCI Perpetual Care/Endowment Fd Net Proceeds 28,007.58 Acquisition Value -25,508.78 2,498.80 - TOTALS $ 3,267.43 $ 0.00 NET GAIN TRANSFERRED TO SUMMARY $ 3,267.43 7931243-12 - 10 of 24 - DISBURSFMNTS OF PRINCIPAL STATE FIDUCIARY INCOME TAX PA Department of Revenue 09/20/11 2009 Form PA-41, State Tax Refund 34.00 04/04/12 2011 Form PA-41, Balance Due -1,420.00 04/10/12 2012 Form PA-41, Estimated Tax Payment -443.00 06/06/12 2012 Form PA-41, Estimated Tax Payment -443.00 09/07/12 2012 Form PA-41, Estimated Tax Payment $ -443.00 $ -2,715.00 $ -2, 715.00 LEGAL/ATTOURNEY FEES 09/09/10 Obermayer Rebmann Maxwell & Hippel, LLP $ -4,000.00 $ -4,000.00 $ -4,000.00 TOTAL DISBURSEMENTS OF PRINCIPAL $ -6,715.00 7931243-12 - 11 of 24 - PRINCIPAL BALANCE ON HAND FIDUCIARY VALUE AT ACQUISITION 11/30/2012 VALUE MUTUAL FUNDS 1894.114 Units Millennium Income Fund LLC 94,421.58 238,154.90 COMMON & COLLECTIVE FUNDS 168269 Units SCI Perpetual Care/Endowment Fd 1,937,122.82 1,732,641.96 $ 2,031,544.41 $ 1,970, 796.86 Cash Invested in Money Mkt Fd 43,727.17 43, 727.17 TOTAL PRINCIPAL BALANCE ON HAND $ 2,075,271.58 $ 2,014,524.03 7931243-12 - 12 of 24 - PRINCIPAL INVESTMENTS MADE 12/02/09 159468 Units SCI Perpetual Care/Endowment Fd -1,573,811.22 04/05/10 6940 Units SCI Perpetual Care/Endowment Fd -70,998.93 08/03/10 3989 Units SCI Perpetual Care/Endowment Fd -41,274.78 03/02/12 3887 Units SCI Perpetual Care/Endowment Fd -43,347.79 TOTAL PRINCIPAL INVESTMENTS MADE $ -1,729,432.72 7931243-12 - 13 of 24 - R CHANGES IN PRINCIPAL HOLDINGS ACCOUNT VALUE 0 Units $ 0.00 990001729 - SCI PERPETUAL CARE/ENDOWMENT FD 12/02/09 159468 Units Invested 1,573,811.22 159468 Units $ 1,573,811.22 04/05/10 6940 Units Invested 70,998.93 166408 Units $ 1,644,810.15 06/02/10 -3515 Units Sold -34,614.06 162893 Units $ 1,610, 196.09 08/03/10 3989 Units Invested 41,274.78 166882 Units $ 1,651,470.87 03/02/12 3887 Units Invested 43,347.79 170769 Units $ 1,694,818.66 07/03/12 -2500 Units Sold -25,508.78 168269 Units $ 1,669,309.88 ----------------------- 7931243-12 - 14 of 24 - RECEIPTS OF INCOME BEGIN $ 0.00 $ 0.00 59A999206 - MILLENNIUM INCOME FUND LLC 10/21/10 Income $ 2,256.64 07/21/11 Income 9,877.31 01/24/12 Income 2,207.37 07/20/12 Income 1,589.36 09/21/12 Income 6,033.33 21,964.01 609010DF7 - FEDERATED MONEY MKT OBLIGS TR PRIME OBLIGS INSTL FFS #10 10/05/10 Income $ 0.92 11/01/10 Income 2.86 12/01/10 Income 2.92 01/03/11 Income 3.12 02/01/11 Income 3.47 03/01/11 Income 3.60 04/01/11 Income 3.86 05/02/11 Income 3.22 06/01/11 Income 3.04 07/01/11 Income 2.65 08/01/11 Income 2.63 09/01/11 Income 3.15 10/03/11 Income 4.01 11/01/11 Income 2.55 42.00 609068DF5 - FEDERATED MONEY MKT OBLIGS TR TRSY OBLIGS INSTL CL #68 FFS 11/01/11 Income $ 0.16 12/01/11 Income 0.42 01/03/12 Income 0.31 FORWARD 0.89 22,006.90 7931243-12 - 15 of 24 - RECEIPTS OF INCOME (cont'd) FORWARD $ 0.89 $ 22,006.90 609068DF5 - FEDERATED MONEY MKT OBLIGS TR TRSY OBLIGS INSTL CL #68 FFS (cont'd) 02/01/12 Income $ 0.31 03/01/12 Income 0.29 04/02/12 Income 0.04 08/01/12 Income 0.27 09/04/12 Income 0.59 10/01/12 Income 0.30 11/01/12 Income 0.33 3.02 990001729 - SCI PERPETUAL CARE/ENDOWMENT FD 01/13/10 Income 159468 Units $ 10,279.61 02/01/10 Income 159468 Units 5,288.02 03/01/10 Income 159468 Units 5,160.07 04/01/10 Income 159468 Units 6,011.86 05/03/10 Income 166408 Units 5,615.13 06/01/10 Income 166408 Units 7,212.82 07/01/10 Income 162893 Units 6,099.15 08/02/10 Income 162893 Units 7,695.67 09/01/10 Income 166882 Units 6,411.06 10/01/10 Income 166882 Units 6,369.22 11/01/10 Income 166882 Units 6,137.76 12/01/10 Income 166882 Units 6,167.54 01/03/11 Income 166882 Units 9,081.25 02/01/11 Income 166882 Units 6,025.61 03/01/11 Income 166882 Units 5,973.41 04/01/11 Income 166882 Units 6,103.73 FORWARD 105,631.91 127,640.94 7931243-12 - 16 of 24 - RECEIPTS OF INCOME (cont'd) FORWARD $ 105,631.91 $ 127,640.94 990001729 - SCI PERPETUAL CARE ENDOWMENT FD (cont'd) 05/02/11 Income 166882 Units $ 5,480.09 06/01/11 Income 166882 Units 7,123.59 07/01/11 Income 166882 Units 6,913.57 08/01/11 Income 166882 Units 5,692.54 09/01/11 Income 166882 Units 6,252.20 10/03/11 Income 166882 Units 5,445.93 11/01/11 Income 166882 Units 5,868.24 12/01/11 Income 166882 Units 6,241.16 01/03/12 Income 166882 Units 5, 752.76 02/01/12 Income 166882 Units 5,608.71 03/01/12 Income 166882 Units 5,955.22 04/02/12 Income 170769 Units 5, 171.66 05/01/12 Income 170769 Units 5,248.43 06/01/12 Income 170769 Units 5,653.57 07/02/12 Income 170769 Units 5,640.41 08/01/12 Income 168269 Units 5,387.82 09/04/12 Income 168269 Units 5,223.46 10/01/12 Income 168269 Units 5,606.27 11/0-1/12 Income 168269 Units 4,822.26 214,719.80 990002255 - SUNTRUST RESERVE FD 12/01/09 Income $ 63.82 01/04/10 Income 22.07 02/01/10 Income 11.51 03/01/10 Income 11.31 FORWARD 108.71 236,837.54 7931243-12 - 17 of 24 - • RECEIPTS OF INCOME (cont'd) FORWARD $ 108.71 $ 236,837.54 990002255 - SUNTRUST RESERVE FD (cont'd) 04/01/10 Income $ 14.44 05/03/10 Income 6.01 06/01/10 Income 3.89 07/01/10 Income 8.74 08/02/10 Income 9.56 09/01/10 Income 4.05 10/01/10 Income 1.57 156.97 ICASH0000 - INCOME CASH 12/04/09 Income $ 7.57 7.57 TOTAL RECEIPTS OF INCOME $ 236,893.37 7931243-12 - 18 of 24 - DISBURSEMENTS OF INCOME FEDERAL FIDUCIARY INCOME TAX Internal Revenue Service 04/09/10 2009 Form 1041, Balance Due -1,634.00 04/12/10 2010 Form 1041, Estimated Tax Payment -409.00 06/08/10 2010 Form 1041, Estimated Tax Payment -409.00 09/10/10 2010 Form 1041, Estimated Tax Payment -409.00 01/06/11 2010 Form 1041, Estimated Tax Payment -409.00 05/05/11 2010 Form 1041, Refund 1,636.00 07/26/11 2010 Form 1041, Balance Due -556.00 08/16/12 2009 Form 1041, Interest Paid $ -29.17 $ -2,219.17 $ -2,219.17 STATE FIDUCIARY INCOME TAX PA Department of Revenue 04/05/10 2009 Form PA-41, Balance Due -160.00 04/12/10 2010 Form PA-41, Estimated Tax Payment -149.00 06/08/10 2010 Form PA-41, Estimated Tax Payment -149.00 09/10/10 2010 Form PA-41, Estimated Tax Payment -149.00 01/06/11 2010 Form PA-41, Estimated Tax Payment -149.00 04/11/11 2011 Form PA-41, Estimated Tax Payment -348.00 05/27/11 2010 Form PA-41, State Tax Refund $ 250.00 $ -854.00 $ -854.00 OTHER DISBURSEMENTS 06/18/10 Court of Orphans Court $ -1,180.00 $ -1,180.00 $ -1,180.00 ADMINISTRATION EXPENSES 07/27/10 Accounting Preparation Fee -500.00 07/11/11 Accounting Preparation Fee -500.00 08/17/12 Accounting Preparation Fee $ -500.00 $ -1,500.00 $ -1,500.00 ADMINISTRATION EXPENSES 12/30/09 OroSolutions, LLC -172.35 7931243-12 - 19 of 24 - DISBURSEMENTS OF INCOME (cont'd) ADMINISTRATION EXPENSES (cont'd) 02/05/10 OroSolutions, LLC -213.36 03/10/10 OroSolutions, LLC -148.09 04/07/10 OroSolutions, LLC -138.53 05/13/10 OroSolutions, LLC -152.47 06/17/10 OroSolutions, LLC -149.57 07120110 OroSolutions, LLC -137.99 09/08/10 OroSolutions, LLC -142.25 09/09/10 OroSolutions, LLC -144.09 10/25/10 OroSolutions, LLC -136.36 12/15/10 OroSolutions, LLC -267.43 01/18/11 OroSolutions, LLC -132.48 02/16/11 OroSolutions, LLC -133.65 03/09/11 OroSolutions, LLC -128.88 04/13/11 OroSolutions, LLC -129.28 05/12/11 OroSolutions, LLC -126.28 06/10/11 OroSolutions, LLC -129.78 07/18/11 OroSolutions, LLC $ -124.84 $ -2,707.68 $ -2,707.68 ADMINISTRATION EXPENSES Level 89 Basis Point Fee 12/08/09 SunTrust Bank -93.47 01/11/10 SunTrust Bank -217.78 02/08/10 SunTrust Bank -218.30 03/08/10 SunTrust Bank -221.50 04/08/10 SunTrust Bank -227.70 05/10/10 SunTrust Bank -217.07 06/08/10 SunTrust Bank -212.02 07/09/10 SunTrust Bank -218.38 08/09/10 SunTrust Bank -224.84 7931243-12 - 20 of 24 - DISBURSEMENTS OF INCOME (cont'd) ADMINISTRATION EXPENSES (cont'd) Level 89 Basis Point Fee 09/09/10 SunTrust Bank -218.39 10/08/10 SunTrust Bank -221.14 11/08/10 SunTrust Bank -224.61 12/08/10 SunTrust Bank -222.61 01/10/11 SunTrust Bank -225.46 02/08/11 SunTrust Bank -228.60 03/08/11 SunTrust Bank -231.77 04/08/11 SunTrust Bank -233.18 05/09/11 SunTrust Bank -235.20 06/08/11 SunTrust Bank -236.52 07/11/11 SunTrust Bank -233.05 08/08/11 SunTrust Bank -233.39 09/09/11 SunTrust Bank -229.87 10/11/11 SunTrust Bank -224.60 11/08/11 SunTrust Bank -233.18 12/08/11 SunTrust Bank -229.76 01/10/12 SunTrust Bank -230.90 02/08/12 SunTrust Bank -239.29 03/08/12 SunTrust Bank -241.11 04/09/12 SunTrust Bank -234.88 05/08/12 SunTrust Bank -236.89 06/08/12 SunTrust Bank -233.85 07/10/12 SunTrust Bank -237.74 08/08/12 SunTrust Bank -246.02 09/11/12 SunTrust Bank -240.83 10/09/12 SunTrust Bank -241.90 11/08/12 SunTrust Bank $ -242.29 $ -8,138.09 $ -8,138.09 7931243-12 - 21 of 24 - DISBURSEMENTS OF INCOME (cont'd) ACCOUNT MANAGEMENT FEES 09/23/10 LCG Associates, Inc. -153.15 07/22/11 LCG Associates, Inc. $ -139.19 $ -292.34 $ -292.34 ACCOUNT MANAGEMENT FEES 07/19/11 Trust Advisors, Inc. -407.57 08/16/11 Trust Advisors, Inc. -407.78 09/15/11 Trust Advisors, Inc. -400.67 10/13/11 Trust Advisors, Inc. -390.80 11/09/11 Trust Advisors, Inc. -405.28 12/13/11 Trust Advisors, Inc. -399.33 01/09/12 Trust Advisors, Inc. -406.51 02/14/12 Trust Advisors, Inc. -415.47 03/21/12 Trust Advisors, Inc. -418.17 05/02/12 Trust Advisors, Inc. -418.85 05/21/12 Trust Advisors, Inc. -421.17 06/15/12 Trust Advisors, Inc. -414.99 07/10/12 Trust Advisors, Inc. -421.55 08/13/12 Trust Advisors, Inc. -428.04 09/17/12 Trust Advisors, Inc. -430.06 10/09/12 Trust Advisors, Inc. -431.96 11/09/12 Trust Advisors, Inc. $ -865.32 $ -7,483.52 $ -7,483.52 INCOME DISBURSEMENTS Cash Equivalents 12/02/09 Cemetery Company, Payment of Income -5,040.33 01/22/10 Cemetery Company, Payment of Income -9,825.65 04/22/10 Cemetery Company, Payment of Income -12,977.73 05/24/10 Cemetery Company, Payment of Income -5,251.60 06/22/10 Cemetery Company, Payment of Income -5,117.12 7931243-12 - 22 of 24 - DISBURSEMENTS OF INCOME (cont'd) INCOME DISBURSEMENTS (cont'd) Cash Equivalents (cont'd) 07/22/10 Cemetery Company, Payment of Income -5,751.52 08/23/10 Cemetery Company, Payment of Income -6,980.39 09/22/10 Cemetery Company, Payment of Income -7,704.38 10/22/10 Cemetery Company, Payment of Income -8,812.06 11/22/10 Cemetery Company, Payment of Income -5,779.65 12/22/10 Cemetery Company, Payment of Income -5,680.42 01/24/11 Cemetery Company, Payment of Income -4, 168.43 02/22/11 Cemetery Company, Payment of Income -6,224.83 03/22/11 Cemetery Company, Payment of Income -5,616.36 04/22/11 Cemetery Company, Payment of Income -5,397.13 05/23/11 Cemetery Company, Payment of Income -6,757.83 06/22/11 Cemetery Company, Payment of Income -7,010.33 07/22/11 Cemetery Company, Payment of Income -15,528.07 08/22/11 Cemetery Company, Payment of Income -4,358.81 09/22/11 Cemetery Company, Payment of Income -5,624.81 10/24/11 Cemetery Company, Payment of Income -2,948.54 11/22/11 Cemetery Company, Payment of Income -5,788.49 12/22/11 Cemetery Company, Payment of Income -5,612.49 01/23/12 Cemetery Company, Payment of Income -5,115.66 02/22/12 Cemetery Company, Payment of Income -7,161.63 03/22/12 Cemetery Company, Payment of Income -5,296.23 04/23/12 Cemetery Company, Payment of Income -4,936.82 05/22/12 Cemetery Company, Payment of Income -4,171.52 06/22/12 Cemetery Company, Payment of Income -5,004.73 07/23/12 Cemetery Company, Payment of Income -6,570.48 08/22/12 Cemetery Company, Payment of Income -4,184.86 09/24/12 Cemetery Company, Payment of Income -10,586.49 10/22/12 Cemetery Company, Payment of Income -4,932.71 7931243-12 - 23 of 24 - DISBURSEMENTS OF INCOME (cont'd) INCOME DISBURSEMENTS (cont'd) Cash Equivalents (cont'd) 11/23/12 Cemetery Company, Payment of Income $ -3,714.98 $ -215,633.08 $ -215,633.08 CASH RECEIPTS 01/25/11 Cemetery Company, Adjustment $ 558.00 $ 558.00 $ 558.00 TOTAL DISBURSEMENTS OF INCOME $ -239,449.88 ------------------ 7931243-12 - 24 of 24 - COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNYSLVANIA ORPHANS` COURT DIVISION Docket No: 21-2000-0364 IN RE: FIRST AND PARTIAL ACCOUNT OF AMERISERV TRUST AND FINANCIAL SERVICES COMPANY, FORMERLY USBANCORP TRUST COMPANY,AND SUNTRUST BANK, CO-TRUSTEES OF THE ROLLING GREEN CEMETERY AND PETITION FOR ADJUDICATION/STATEMENT OF PROPOSED DISTRIBUTION ORDER OF COURT AND NOW, this 18TH day of JUNE,2013,the herein account is confirmed absolutely and distribution is decreed in accordance with the proposed schedule of distribution herewith. BY THE COURT, Co �' m O Z cn nz70 ocy C2 n