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HomeMy WebLinkAbout03-0251 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS ' COURT DIVISION FIRST ANDPARTIALACCOUNT of COMMUNITY TRUST COMPANY, TRUSTEE for THE JANE W. LONG CHARITABLE REMAINDER UNITRUST Dated November 1, 1996 START OF TRUST: DATE OF APPOINTMENT: ACCOUNTING FOR PERIOD: November 1, 1996 August 15, 2000 November 17, 2000, to January 31, 2003 Purpose of Account: Community Trust Company, Successor Trustee, offers this account in conjunction with and in support of a Petition for Approval of Delegation of Trust Investment Functions. It is important that the account be carefully examined. Requests for additional information, or questions, or objections, can be discussed with: Cory J. Snook, Esquire GATES, HALBRUNER & HATCH, P.C. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 Phone: (717) 731-9600 Fax: (717) 731-9627 Summary of Account Income Paae Beginning Balance - Income Cash Asset Sales & Transfers 3 - 5 Dividends Received 5 - 8 Capital Gains Received 8 - 9 Interest Received 9 Transfers to Income from Principal 9 Miscellaneous Receipts 10 Total Income Cash Receipts 29,702.51 10,568.11 637.01 29.60 6,742.30 689.34 Asset Purchases and Transfers 10 - 12 Fees Paid-Wachovia Securities 16 Income Distributions 16 Transfers from Income to Principal Total Income Cash Disbursements -20,678.93 -1,147.17 -25,794.53 -748.24 Ending Balance - Income Cash $ 0.00 48,368.87 -48,368.87 $ o.oo PrinciD&l Beginning Balance - Principal Cash Capital Gains Received 18 Cash Additions 18 - 19 Asset Sales & Transfers 19 - 25 Transfers to Principal from Income 25 Total Principal Cash Receipts Asset Purchases & Transfers 26 - 27 Fees - Wachovia Securities 28 Fees - Community Trust Co. 28 Fees - Tax preparation 28 Distribution of Principal 30 Transfers from Principal to Income 30 Miscellaneous Disbursements 31 Total Principal Cash Disbursements Ending Balance - Principal Cash 4,511.82 35,662.22 171,623.41 748.24 -159,971.16 -3,755.45 -4,602.62 -140.00 -13,261.40 -6,742.30 -24,072.76 $ 0.00 212,545.69 -212,545.69 $ o.oo Assets Beginning Balance - Assets at Book Value Assets Purchased Assets Contributed Total Asset Increases Assets Sold Assets Distributed Total Asset Decreases Ending Balance - Assets $180,650.09 197,556.53 $211,697.29 32 14,377.91 $378,206.62 -266,075.20 $152,131.42 REPORT OF ASSETS FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 AS OF 01/31/03 PAGE 1 BONDS Market Value Units Price 01/31/03 Book Value OTHER OBLIGATIONS 1. VANGUARD TOTAL BOND MARKET FUND #84 3471 10.3600 35,964.38 34,720.29 TOTAL BONDS 35,964.38 34,720.29 STOCKS MUTUAL FUNDS 2. MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 3. PIMCO MULTI MANAGER SER GROWTH INSTL FD 4. PIMCO FDS PAC INVT MGMT SER TOTAL RET 5. SCUDDER INTL FUND 6. VANGUARD US GROWTH PORTFOLIO FUND #23 7. VANGUARD WINDSOR II GROWTH FUND #73 1177 11.3500 13,356.33 17,815.73 1209 15.3700 18,583.13 26,949.93 3251 10.6800 34,719.32 33,189.49 44 28.9200 1,283.32 2,376.91 713 11.7700 8,391.96 16,155.47 708 20.9000 14,791.41 19,139.42 TOTAL STOCKS 91,125.47 115,626.95 BANK ACCOUNTS DEMAND DEPOSITS - OTHER BANKS 8. COMMERCE BANK 964 MONEY MARKET FUNDS 9. EVERGREEN US GOVT 820 MONEY MARKET FD CL A 1.0000 964.48 964.48 1.0000 819.70 819.70 TOTAL BANK ACCOUNTS 1,784.18 1,784.18 PAGE 1 REPORT OF ASSETS FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 AS OF 01/31/03 Market Value Units Price 01/31/03 PAGE Book Value 2 TOTAL INVESTMENTS INCOME CASH ON HAND PRINCIPAL CASH ON HAND TOTAL ASSETS TOTAL CASH 0.00 128,874.03 0.00 0.00 128,874.03 152,131.42 0.00 0.00 152,131.42 PAGE 2 REPORT OF INCOME CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 BEGINNING BALANCE INCOME CASH RECEIPTS 1. ASSET SALES AND TRANSFERS Sale of an Income Asset DREYFUS APPRECIATION FUND 07/02/01 Sold .2070 units Purchased 03/29/01 Short-term gain of .50 8.29 MAS FDS VALUE FUND 07/02/01 Sold 6.7640 units Purchased on multiple dates Short-term gain of 8.18 105.79 PIMCO FDS PAC INVT MGMT SER TOTAL RET 08/10/01 Sold 89.6350 units Purchased on multiple dates Short-term gain of 21.58 958.20 T ROWE PRICE INTERNATIONAL STOCK FUND 02/11/02 Sold 3.2770 units Purchased 12/13/01 Short-term loss of 2.00 33.69 ROYCE PREMIER FUND 02/11/02 Sold 3.2520 units Purchased 12/06/01 Short-term loss of .75 32.97 SCUDDER INTL FUND 07/02/01 Sold .3380 units Purchased 01/02/01 Short-term loss of 2.37 14.20 VANGUARD US GROWTH PORTFOLIO FUND #23 07/03/01 Sold .4890 units Purchased 12/18/00 Short-term loss of 4.20 10.08 VANGUARD TOTAL BOND MARKET FUND #84 PAGE 3 0.00 PAGE 3 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 07/03/01 Sold 93.0710 units Purchased on multiple dates Short-term loss of .92 935.36 08/10/01 Sold 6.2110 units Purchased 06/04/01 Short-term gain of 1.05 63.41 VANGUARD WINDSOR II GROWTH FUND #73 07/03/01 Sold 6.3900 units Purchased 12/18/00 Short-term gain of 11.12 175.98 08/10/01 Sold 5.2440 units Purchased 06/25/01 Short-term loss of 2.35 142.43 COMMERCE BANK 07/10/01 Sold 3,708.7900 units Purchased 07/09/01 No gain or loss 3,708.79 12/19/01 Sold 19.0500 units Purchased 07/31/01 No gain or loss 19.05 12/31/01 Sold 540.3900 units Purchased 12/24/01 No gain or loss 540.39 12/23/02 Sold 1,015.7500 units Purchased 12/24/01 No gain or loss 1,015.75 EVERGREEN US GOVT SEC PORTFOLIO 12/19/00 Sold 51.6700 units Purchased 12/29/00 No gain or loss 51.67 07/06/01 Sold 3,708.7900 units Purchased 01/09/01 No gain or loss 3,708.79 PAGE 4 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 07/23/01 Sold 6.6700 units Purchased 07/10/01 No gain or loss 6.67 08/20/01 Sold 12,756.1600 units Purchased 08/07/01 No gain or loss 12,756.16 EVERGREEN US GOVT MONEY MARKET FD CL A 12/20/01 Sold 540.3900 units Purchased 09/28/01 No gain or loss 04/22/02 Sold 588.3700 units Purchased 12/18/01 No gain or loss 07/22/02 Sold 558.8000 units Purchased 12/20/01 No gazn or loss 08/23/02 Sold 2,789.5600 units Purchased 01/08/02 No gain or loss 10/21/02 Sold 201.1800 units Purchased 09/10/02 No gain or loss 12/13/02 Sold 736.5400 units Purchased 09/10/02 No gain or loss 540 39 588 37 558 80 2,789 56 201 18 736 54 Total Sale of an Income Asset TOTAL ASSET SALES AND TRANSFERS 2. DIVIDENDS RECEIVED 29,702.51 29,702.51 Dividend Receipt DREYFUS APPRECIATION FUND 03/29/01 DIVIDEND OF 12/20/01 DIVIDEND OF 7.79 74.12 PAGE 5 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 MAS FDS VALUE FUND 12/26/00 DIVIDEND OF 04/16/01 DIVIDEND OF 07/13/01 DIVIDEND OF 12/21/01 DIVIDEND OF MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 04/12/02 DIVIDEND OF 07/12/02 DIVIDEND OF 10/11/02 DIVIDEND OF 12/20/02 DIVIDEND OF PIMCO MULTI MANAGER SER GROWTH INSTL FD 12/13/01 DIVIDEND OF PIMCO FDS PAC INVT MGMT SER TOTAL RET 01/03/01 DIVIDEND OF 02/02/01 DIVIDEND OF 03/05/01 DIVIDEND OF 04/03/01 DIVIDEND OF 05/02/01 DIVIDEND OF 06/05/01 DIVIDEND OF 07/03/01 DIVIDEND OF 08/02/01 DIVIDEND OF 09/06/01 DIVIDEND OF 10/02/01 DIVIDEND OF 11/02/01 DIVIDEND OF 12/04/01 DIVIDEND OF 01/03/02 DIVIDEND OF 02/04/02 DIVIDEND OF 03/04/02 DIVIDEND OF 04/02/02 DIVIDEND OF 05/02/02 DIVIDEND OF 06/04/02 DIVIDEND OF 07/02/02 DIVIDEND OF 08/02/02 DIVIDEND OF 09/04/02 DIVIDEND OF 10/02/02 DIVIDEND OF 11/04/02 DIVIDEND OF 12/03/02 DIVIDEND OF 01/06/03 DIVIDEND OF T ROWE PRICE INTERNATIONAL STOCK FUND 12/13/01 DIVIDEND OF SCUDDER INTL FUND 01/02/01 DIVIDEND OF 12/27/01 DIVIDEND OF 48.67 48.94 39.00 58.50 12.61 50.43 52.95 56.13 188.06 111.20 157 63 156 24 191 39 164 01 156 15 152 31 150 25 147 24 101 09 113 31 138 94 113 33 109 31 123 39 147 99 152 96 166 95 137 40 144 05 131 84 114 17 133 12 137 64 128 14 356.92 16.57 45.12 PAGE 6 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 12/27/02 DIVIDEND OF VANGUARD US GROWTH PORTFOLIO FUND #23 12/18/00 DIVIDEND OF 12/31/01 DIVIDEND OF 12/23/02 DIVIDEND OF VANGUARD TOTAL BOND MARKET FUND #84 01/04/01 DIVIDEND OF 02/02/01 DIVIDEND OF 03/02/01 DIVIDEND OF 04/04 /01 DIVIDEND OF 05/02/01 DIVIDEND OF 06/04/01 DIVIDEND OF 07/03/01 DIVIDEND OF 08/02/01 DIVIDEND OF 09/05/01 DIVIDEND OF 10/02/01 DIVIDEND OF 11/02/01 DIVIDEND OF 12/10/01 DIVIDEND OF 01/03/02 DIVIDEND OF 02/04/02 DIVIDEND OF 03/04/02 DIVIDEND OF 04/02/02 DIVIDEND OF 05/02/02 DIVIDEND OF 06/04/02 DIVIDEND OF 07/02/02 DIVIDEND OF 08/09/02 DIVIDEND OF 09/04/02 DIVIDEND OF 10/02/02 DIVIDEND OF 11/04/02 DIVIDEND OF 12/03/02 DIVIDEND OF 01/06/03 DIVIDEND OF VANGUARD WINDSOR II GROWTH FUND #73 12/18/00 DIVIDEND OF 06/25/01 DIVIDEND OF 12/24/01 DIVIDEND OF 06/25/02 DIVIDEND OF 12/23/02 DIVIDEND OF EVERGREEN US GOVT SEC PORTFOLIO 12/29/00 01/12/01 02/15/01 03/15/01 04/12/01 05/15/01 DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF 13.22 14.28 12.89 29.95 146 48 174 02 163 32 173 36 169 50 171 96 170 13 169 06 154 09 141 91 141 84 137 20 138 75 136 56 156 83 187 71 185 29 191 64 185 89 184 52 170 96 162 01 161 69 147 69 143 88 164.86 144.78 127.33 181.12 191.09 76.11 11.80 30.16 24.71 24.47 19.50 7 PAGE 7 REPORT OF INCOME CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 06/15/01 DIVIDEND OF 07/06/01 DIVIDEND OF 08/15/01 DIVIDEND OF 09/21/01 DIVIDEND OF EVERGREEN US GOVT MONEY MARKET FD CL A o9/28/Ol lO/12/Ol lO/31/Ol 11/3O/Ol 12/31/Ol Ol/31/o2 02/28/02 03/28/02 04/30/02 o5/31/o2 06/28/02 o7/31/o2 08/30/02 09/30/02 lO/31/o2 11/29/o2 12/31/o2 Ol/31/o3 DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF DIVIDEND OF 23.48 17.67 3.39 7.69 0.52 37.29 2.46 1 97 1 83 1 98 2 97 2 08 2 35 2 18 2 08 2 39 6 40 1 24 0 4O 0 19 0 28 0 27 PAGE 8 Total Dividend Receipt Short Term Capital Gain Dist PIMCO FDS PAC IN-VT MGMT SER TOTAL RET 12/11/02 DIVIDEND OF Total Short Term Capital Gain Dist 9,789.53 778.58 778.58 TOTAL DIVIDENDS RECEIVED 3. CAPITAL GAINS RECEIVED 10,568.11 Short-Term Cap Gains Distrib PIMCO FDS PAC INVT MGMT SER TOTAL RET 12/13/01 T ROWE PRICE INTERNATIONAL STOCK FUND i2/i3/0i ROYCE PREMIER FUND i2/06/0i 567.60 35.69 33.72 PAGE 8 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 9 Total Short-Term Cap Gains Distrib 637.01 TOTAL CAPITAL GAINS RECEIVED 637.01 4. INTEREST RECEIVED Interest Receipt VANGUARD TOTAL BOND MARKET FUND #84 04/01/02 COMMERCE BANK 07/31/01 08/31/01 09/30/01 iO/3i/O1 ii/3o/oi i2/3i/oi ol/3i/o2 02/28/02 03/31/02 04/30/02 05/31/02 06/30/02 07/31/02 08/31/02 Total Interest Receipt 7.52 3.47 4.41 4.18 4.21 2.78 1 16 0 41 0 33 0 3O 0 24 0 18 0 16 0 20 0 05 29.60 TOTAL INTEREST RECEIVED 29.60 5. TRANSFERS TO INCOME FROM PRINCIPAL Transfer Principal to Income 12/19/00 12/27/00 Oi/03/Oi oi/o4/oi 01/05/01 12/19/01 Total Transfer Principal to Income 861.60 15.08 280.53 34.47 45.40 5,505.22 6,742.30 TOTAL TRANSFERS TO INCOME FROM PRINCIPAL 6,742.30 PAGE 9 REPORT OF INCOME CASH PAGE 10 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 6. MISCELLANEOUS RECEIPTS Miscellaneous Income Receipt 01/09/01 CASH RECEIVED FROM FIRST UNION NATIONAL BANK 01/09/01 CASH RECEIVED FROM FIRST UNION NATIONAL BANK Total Miscellaneous Income Receipt TOTAL MISCELLANEOUS RECEIPTS 688.09 1.25 689.34 689.34 TOTAL INCOME CASH RECEIPTS 48,368.87 INCOME CASH DISBURSEMENTS 7. ASSET PURCHASES FROM INCOME Purchase Asset from Income COMMERCE BANK 07/09/01 12/24/01 10/03/02 12/16/02 3708.79 UNITS AT 1.00 540.39 UNITS AT 1.00 276.18 UNITS AT 1.00 736.54 UNITS AT 1.00 EVERGREEN US GOVT SEC PORTFOLIO Oi/09/Oi Oi/i6/Oi 07/03/0i 07/05/0i 07/i0/01 07/i7/01 1313.19 UNITS AT 1.00 689.34 UNITS AT 1.00 128.28 UNITS AT 1.00 1443.86 UNITS AT 1.00 17.67 UNITS AT 1.00 39 UNITS AT 1.00 -3,708.79 -540.39 -276.18 -736.54 -1,313 19 -689 34 -128 28 -1,443 86 -17 67 -39 00 PAGE 10 REPORT OF INCOME CASH FOR ACCOUNT 2130114 o8/o7/ol o8/13/Ol o9/1~/Ol PAGE 11 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 319.31 UNITS AT 1.00 1164.04 UNITS AT 1.00 301.33 UNITS AT 1.00 EVERGREEN US GOVT MONEY MARKET FD CL A 243 UNITS AT 1.00 37.29 UNITS AT 1.00 255.15 UNITS AT 1.00 276.14 UNITS AT 1.00 544.98 UNITS AT 1.00 259.95 UNITS AT 1.00 58.01 UNITS AT 1.00 252.08 UNITS AT 1.00 245.87 UNITS AT 1.00 66.66 UNITS AT 1.00 280.22 UNITS AT 1.00 335.7 UNITS AT 1.00 12.61 UNITS AT 1.00 338.25 UNITS AT 1.00 358.59 UNITS AT 1.00 181.12 UNITS AT 1.00 323.29 UNITS AT 1.00 50.43 UNITS AT 1.00 lO/O9/Ol lO/16/Ol 11/o6/ol 12/11/Ol 12/18/Ol 12/26/Ol Ol/O2/O2 Ol/O8/O2 02/05/02 o2/11/o2 03/05/02 04/09/02 o4/16/o2 05/07/02 o6/11/o2 07/02/02 07/09/02 07/16/02 -319.31 -1,164.04 -301.33 -243.00 -37 29 -255 15 -276 14 -544 98 -259 95 -58 01 -252 08 -245 87 -66 66 -280 22 -335 70 -12 61 -338.25 -358.59 -181.12 -323.29 -50.43 PAGE 11 REPORT OF INCOME CASH FOR ACCOUNT 2130114 o8/o6/o2 O9/lO/O2 lO/15/o2 11/o5/o2 12/lO/O2 12/24/o2 12/31/o2 Ol/O7/O3 PAGE 12 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 328.57 UNITS AT 1.00 302.8 UNITS AT 1.00 52.95 I/NITS AT 1.00 294.81 UNITS AT 1.00 285.33 UNITS AT 1.00 277.17 UNITS AT 1.00 13.22 UNITS AT 1.00 272.02 UNITS AT 1.00 -328.57 -302 80 -52 95 -294 81 -285 33 -277 17 -13 22 -272 02 Total Purchase Asset from Income Cash Management Purchase COMMERCE BANK o7/31/Ol o8/31/Ol 09/30/01 lO/3i/O1 ii/30/Oi i2/3i/0i 0i/3i/02 o2/28/o2 o3/3i/o2 o~/3o/o2 05/3i/02 - 16,624.13 -3.47 -4 41 -4 18 -4 21 -2 78 -1 16 -0 41 -0 33 -0 30 -0 24 -0 18 PAGE 12 REPORT OF INCOME CASH FOR ACCOUNT 2130114 06/30/02 07/31/02 08/31/02 PAGE 13 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 Total Cash Management Purchase Dividend Reinvestment DREYFUS APPRECIATION FUND 03/29/01 .207 UNITS AT 37.71 MAS FDS VALUE FUND 12/26/00 3.484 UNITS AT 13.97 04/16/01 3.28 UNITS PIMCO FDS PAC INVT MGMT SER TOTAL RET 10 703 UNITS AT 10.39 15 027 UNITS AT 10.49 14 824 UNITS AT 10.54 18 193 UNITS 15 816 UNITS 15 072 UNITS AT 10.36 Ol/O3/Ol o2/o2/ol o3/o5/ol o4/o3/ol o5/o2/ol o6/o5/ol SCUDDER INTL FUND 01/02/01 .338 UNITS AT 49.01 VANGUARD US GROWTH PORTFOLIO FUND #23 12/18/00 .489 UNITS AT 29.20 VANGUARD TOTAL BOND MARKET FUND #84 14.707 UNITS AT 9.96 17.264 UNITS AT 10.08 16.138 UNITS AT 10.12 PAGE 13 Ol/O4/Ol o2/o2/ol o3/o2/ol -0.16 -0.20 -0.05 -22.08 -7.79 -48.67 -48.94 -111 20 -157 63 -156 24 -191 39 -164 01 -156 15 -16.57 -14.28 -146.48 -174.02 -163.32 REPORT OF INCOME CASH FOR ACCOUNT 2130114 PAGE 14 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 04/04/01 17.13 UNITS 05/02/01 16.916 UNITS 06/04/01 17.127 UNITS AT 10.04 VANGUARD WINDSOR II GROWTH FUND #73 12/18/00 6.39 UNITS AT 25.80 06/25/01 5.244 UNITS AT 27.61 EVERGREEN US GOVT SEC PORTFOLIO 12/29/00 51 67 UNITS AT 1.00 01/12/01 11 8 UNITS AT 1.00 02/15/01 30 16 UNITS AT 1.00 03/15/01 24 71 UNITS AT 1.00 04/12/01 24 47 UNITS AT 1.00 05/15/01 19 5 UNITS AT 1.00 06/15/01 23 48 UNITS AT 1.00 08/15/01 3.39 UNITS AT 1.00 09/21/01 7.69 UNITS AT 1.00 EVERGREEN US GOVT MONEY MARKET FD CL A .52 UNITS AT 1.00 2.46 UNITS AT 1.00 1.97 UNITS AT 1.00 1.83 UNITS AT 1.00 1.98 UNITS AT 1.00 2.97 UNITS AT 1.00 o9/28/Ol lO/31/Ol 11/3O/Ol 12/31/Ol Ol/31/o2 02/28/02 -173.36 -169.50 -171.96 -164.86 -144.78 -51.67 -11.80 -30.16 -24.71 -24.47 -19.50 -23.48 -3.39 -7.69 -0 52 -2 46 -1 97 -1 83 -1 98 -2 97 PAGE 14 REPORT OF INCOME CASH FOR ACCOUNT 2130114 03/28/02 04/30/02 05/31/02 06/28/02 07/31/02 08/30/02 09/30/02 10/31/02 11/29/02 12/31/02 01/31/03 PAGE 15 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 2 08 UNITS AT 1.00 2 35 UNITS AT 1.00 2 18 UNITS AT 1.00 2 08 UNITS AT 1.00 2 39 UNITS AT 1.00 6 4 UNITS AT 1.00 1 24 UNITS AT 1.00 .4 UNITS AT 1.00 .19 UNITS AT 1.00 .28 UNITS AT 1.00 .27 UNITS AT 1.00 Total Dividend Reinvestment Short Term Capital Gain Rein PIMCO FDS PAC INVT MGMT SER TOTAL RET 12/13/01 54.264 UNITS 12/11/02 73.799 UNITS AT 10.55 T ROWE PRICE INTERNATIONAL STOCK FUND 12/13/01 3. 277 UNITS ROYCE PREMIER FUND 12/06/01 3.252 UNITS VANGUARD TOTAL BOND MARKET FUND #84 04/01/02 .752 UNITS -2 08 -2 35 -2 18 -2 08 -2 39 -6 40 -1 24 -0 40 -0 19 -0 28 -0 27 -2,609.61 -567.60 -778.58 -35.69 -33.72 -7.52 Total Short Term Capital Gain Rein PAGE 15 -1,423.11 REPORT OF INCOME CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 PAGE 16 TOTAL ASSET PURCHASES FROM INCOME 8. FEES PAID - GENERAL -20,678.93 Miscellaneous Fees 04/19/02 WACHOVIA SECURITIES FUND SOURCE FEE 07/19/02 WACHOVIA SECURITIES FUND SOURCE FEE Total Miscellaneous Fees -588.37 -558.80 -1,147.17 TOTAL FEES PAID - GENERAL 9. INCOME DISTRIBUTIONS -1,147.17 Unitrust Distribution 07/10/01 JANE W. LONG BALANCE OF 2000 UNITRUST DISTRIBUTION PAID Check # 006687 08/17/01 PARTIAL UNITRUST DISTRIBUTION FOR 2001 FOR JANE W. LONG PAID TO FIRST UNION TRUST COMPANY, JANE LONG ILIT 12/19/01 JANE W. LONG BALANCE OF 2001 UNITRUST DISTRIBUTION Check # 007317 08/23/02 PARTIAL UNITURST DISTRIBUTION FOR 2002 FOR JANE LONG PAID TO FIRST UNION TRUST COMPANY, JANE LONG ILIT 12/23/02 BALANCE OF 2002 UNITRUST DISTRIBUTION Total Unitrust Distribution -3,708.79 -12,756.16 -5,524.27 -2,789.56 -1,015.75 -25,794.53 TOTAL INCOME DISTRIBUTIONS -25,794.53 PAGE 16 REPORT OF INCOME CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 PAGE 17 10. TAXES FED 31% BACKUP WITHHOLDING 12/18/oo 12/18/00 12/18/oo 12/18/oo 12/26/00 12/29/00 12/31/00 o1/o2/o1 Ol/O2/Ol Ol/O2/Ol Ol/O3/Ol Ol/O4/Ol Ol/O8/Ol ADJUSTMENT FOR 12/18/00 - 12/26/00 - 12/29/00 ADJUSTMENT FOR 01/02/01 THRU 01/04/01 Total FED 31% BACKUP WITHHOLDING -659.72 -4.42 -198.03 -51.10 -15.08 -24.44 952.79 -16 44 -258 96 -5 13 -34 47 -45 40 360 40 0.00 TOTAL TAXES 11. TRANSFERS FROM INCOME TO PRINCIPAL 0.00 Transfer Income to Principal 07/23/01 12/31/01 REIMBURSE PRINCIPAL FROM TRANSFER MADE 12/19/01 10/21/02 Total Transfer Income to Principal -6.67 -540.39 -201.18 -748.24 TOTAL TRANSFERS FROM INCOME TO PRINCIPAL -748.24 TOTAL INCOME CASH DISBURSEMENTS -48,368.87 INCOME CASH BALANCE 0.00 PAGE 17 REPORT OF PRINCIPAL CASH PAGE 18 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 BEGINNING BALANCE 0.00 PRINCIPAL CASH RECEIPTS 1. CAPITAL GAINS RECEIVED Short-Term Cap Gains Distrib SCUDDER INTL FUND 01/02/01 Total Short-Term Cap Gains Distrib 53.04 53.04 Long-Term Cap Gains Distrib PIMCO MULTI MANAGER SER GROWTH INSTL FD 12/13/01 PIMCO FDS PAC INVT MGMT SER TOTAL RET 12/13/01 12/11/02 ROYCE PREMIER FUND 12/06/01 SCUDDER INTL FUND Ol/O2/Ol VANGUARD US GROWTH PORTFOLIO FUND #23 12/18/oo VANGUARD TOTAL ~OND MARKET FUND #S4 04/01/02 VANGUARD WINDSOR II GROWTH FUND #73 12/18/oo 12/24/01 Total Long-Term Cap Gains Distrib 0.25 217.29 319 28 217 55 835 36 2,128 14 33 86 638 83 68.22 4,458.78 TOTAL CAPITAL GAINS RECEIVED 2. CASH ADDITIONS 4,511.82 Cash Addition li/i7/O0 ii/i7/O0 ii/27/oo RECEIVED FROM iST UNION; A/C# 5027002177 RECEIVED FROM 1ST UNION; A/C# 5027002177 RECEIVED FROM 1ST UNION; A/C# 5027002177 1,976.63 24,072.76 1,976.63 PAGE 18 REPORT OF PRINCIPAL CASH PAGE 19 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 11/27/00 06/05/01 RECEIVED FROM 1ST UNION; A/C# 5027002177 FUNDS RECEIVED FROM FIRST UNION NATIONAL BANK Total Cash Addition 2,572.76 5,063.44 35,662.22 TOTAL CASH ADDITIONS 3. ASSET SALES AND TRANSFERS 35,662.22 Proceeds from Sale of Asset DREYFUS APPRECIATION FUND 02/11/02 Sold 268.5420 units Purchased on multiple dates Long-term gain of 2,142.02 10,024.67 MAS FDS VALUE FUND 07/02/01 Sold .2730 units Purchased 01/01/99 Long-term gain of .10 4.27 08/10/01 Sold 146.4040 units Purchased 01/01/99 Long-term gain of 62.62 2,300.00 MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 08/08/02 Sold 83.8930 units Purchased 02/12/02 Short-term loss of 241.62 1,000.00 PIMCO MULTI MANAGER SER GROWTH INSTL FD 07/02/01 Sold 90.2420 units Purchased 01/01/99 Long-term loss of 135.22 1,923.06 08/08/02 Sold 190.9610 units Purchased 01/01/99 Long-term loss of 1,355.52 3,000.00 PIMCO FDS PAC INVT MGMT SER TOTAL RET PAGE 19 REPORT OF PRINCIPAL CASH PAGE 20 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 08/10/01 Sold 374.5460 units Purchased 01/01/99 Long-term gain of 251.19 4,003.90 08/08/02 Sold 279.8510 units Purchased 01/01/99 Long-term gain of 196.07 3,000.00 12/10/02 Sold 190.0000 units Purchased 01/01/99 Long-term gain of 167.32 2,071.00 T ROWE PRICE INTERNATIONAL STOCK FUND 07/23/01 Sold 53.9220 units Purchased 01/01/99 Long-term loss of 236.81 623.88 07/27/01 Sold 4.1660 units Purchased 01/01/99 Long-term loss of 17.93 48.57 02/11/02 Sold 1,189.7240 units Purchased 01/01/99 Long-term loss of 6,759.83 12,230.36 ROYCE PREMIER FUND 02/11/02 Sold 1,108.7120 units Purchased on multiple dates Short-term gain of 1,335.97 Long-term gain of 102.73 11,242.34 SCUDDER INTL FUND 07/02/01 Sold .1180 units Purchased 01/01/99 Long-term loss of 1.09 4.95 02/11/02 Sold 331.6250 units Purchased on multiple dates Long-term loss of 5,558.49 11,417.85 VANGUARD US GROWTH PORTFOLIO FUND #23 PAGE 20 REPORT OF PRINCIPAL CASH PAGE 21 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 07/03/01 Sold .5380 units Purchased 01/01/99 Long-term loss of 3.80 11.09 VANGUARD TOTAL BOND MARKET FUND #84 07/27/01 Sold 4.9120 units Purchased 01/01/99 Long-term gain of 1.28 50.00 08/10/01 Sold 392.5620 units Purchased 01/01/99 Long-term gain of 114.61 4,008.06 08/08/02 Sold 294.6950 units Purchased 01/01/99 Long-term gain of 77.20 3,000.00 VANGUARD WINDSOR II GROWTH FUND #73 08/10/01 Sold 85.1830 units Purchased 01/01/99 Long-term loss of 172.07 2,313.57 08/08/02 Sold 46.9480 units Purchased 01/01/99 Long-term loss of 369.94 1,000.00 COMMERCE BANK 07/10/01 Sold 2,489.4500 units Purchased 07/09/01 No gain or loss 2,489.45 07/13/01 Sold 209.1500 units Purchased 07/09/01 No gain or loss 209.15 08/10/01 Sold 198.6300 units Purchased 07/09/01 No gain or loss 198.63 09/13/01 Sold 182.5500 units Purchased 07/09/01 No gain or loss 182.55 PAGE 21 REPORT OF PRINCIPAL CASH PAGE 22 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 10/11/01 Sold 173.2600 units Purchased 07/09/01 No gain or loss 173.26 11/13/01 Sold 175.3700 units Purchased 07/09/01 No gain or loss 175.37 12/14/01 Sold 179.4200 units Purchased 07/09/01 No gain or loss 179.42 12/19/01 Sold 5,505.2200 units Purchased 07/09/01 No gain or loss 5,505 22 01/22/02 Sold 196 3000 units Purchased 07/09/01 No gain or loss 196 30 02/21/02 Sold 205 3600 units Purchased 07/09/01 No gain or loss 205 36 03/15/02 Sold 192 2000 units Purchased 07/09/01 No gain or loss 192 20 04/11/02 Sold 194 6800 units Purchased 07/09/01 No gain or loss 194 68 05/06/02 Sold 140 0000 units Purchased 07/09/01 No gamn or loss 140 O0 05/15/02 Sold 193 0000 units Purchased 07/09/01 No gaza or loss 193 00 06/18/02 Sold 192 2800 units Purchased 07/09/01 No gaza or loss 192 28 PAGE 22 REPORT OF PRINCIPAL CASH PAGE 23 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 07/22/02 Sold 186 0500 units Purchased 12/31/01 No gain or loss 186 05 08/14/02 Sold 177 9900 units Purchased 12/31/01 No gain or loss 177 99 10/08/02 Sold 166 2800 units Purchased 12/31/01 No gain or loss 166 28 10/15/02 Sold 160 9900 units Purchased 10/03/02 No gain or loss 160 99 11/13/02 Sold 162 8000 units Purchased 10/03/02 No gain or loss 162 80 12/16/02 Sold 165 4200 units Purchased 10/03/02 No gain or loss 165 42 12/23/02 Sold 1,055.3500 units Purchased 12/16/02 No gamn or loss 1,055 35 01/15/03 Sold 161.7400 units Purchased 12/16/02 No gain or loss 161 74 EVERGREEN US GOVT SEC PORTFOLIO 12/01/00 Sold 24,072.7600 units Purchased 11/20/00 No gain or loss 24,072.76 12/19/00 Sold 861.6000 units Purchased 11/20/00 No gain or loss 861.60 PAGE 23 REPORT OF PRINCIPAL CASH PAGE 24 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 12/27/00 Sold 15.0800 units Purchased 11/20/00 No gain or loss 15.08 01/03/01 Sold 280.5300 units Purchased 11/20/00 No gain or loss 280.53 01/04/01 Sold 34.4700 units Purchased 11/20/00 No gamn or loss 34.47 01/05/01 Sold 45.4000 units Purchased 11/20/00 No gain or loss 45.40 02/13/01 Sold 271.6300 units Purchased 11/20/00 No gain or loss 271.63 04/23/01 Sold 597.3600 units Purchased 11/20/00 No gain or loss 597.36 04/27/01 Sold 41.4500 units Purchased 11/28/00 No gain or loss 41.45 07/06/01 Sold 11,385.3100 units Purchased 11/28/00 No gamn or loss 11,385.31 07/23/01 Sold 50.0000 units Purchased 07/31/01 No gamn or loss 50.00 EVERGREEN US GOVT MONEY MARKET FD CL A 10/22/01 Sold 566.3500 units Purchased 09/24/01 No gain or loss 566.35 PAGE 24 REPORT OF PRINCIPAL CASH PAGE 25 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPA/~Y SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 01/22/02 Sold 592.4800 units Purchased 09/24/01 No gain or loss 592 48 02/12/02 Sold 33,564.0300 units Purchased 02/11/02 No gain or loss 33,564 03 08/23/02 Sold 9,716.6000 units Purchased 02/12/02 No gain or loss 9,716 60 10/04/02 Sold 1,496.8600 units Purchased 08/08/02 No gain or loss 1,496 86 10/21/02 Sold 276.1800 units Purchased 08/08/02 No gain or loss 276 18 12/13/02 Sold 1,334.5600 units Purchased 12/10/02 No gain or loss 1,334 56 01/13/03 Sold 479.7000 units Purchased 12/10/02 No gain or loss 479 70 Total Proceeds from Sale of Asset 171,623.41 TOTAL ASSET SALES AND TRANSFERS TRANSFERS TO PRINCIPAL FROM INCOME Transfer Income to Principal 07/23/01 12/31/01 REIMBURSE PRINCIPAL FROM TRANSFER MADE 12/19/01 10/21/02 Total Transfer Income to Principal 6.67 540.39 201.18 748.24 171,623.41 PAGE 25 REPORT OF PRINCIPAL CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 PAGE 26 TOTAL TRANSFERS TO PRINCIPAL FROM INCOME 748.24 TOTAL PRINCIPAL CASH RECEIPTS 212,545.69 PRINCIPAL CASH DISBURSEMENTS 5. ASSET PURCHASES AND TRANSFERS Purchase of an Asset MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 02/11/02 432.066 UNITS AT 14.80 PIMCO MULTI MANAGER SER GROWTH INSTL FD 02/12/02 275.9 UNITS AT 18.86 PIMCO FDS PAC INVT MGMT SER TOTAL RET 02/12/02 896.563 UNITS AT 10.61 VANGUARD US GROWTH PORTFOLIO FUND #23 02/11/02 242.183 UNITS AT 17.19 02/12/02 112.813 UNITS AT 17.47 VANGUARD TOTAL BOND MARKET FUND #84 02/12/02 1027.707 UNITS AT 10.20 VANGUARD WINDSOR II GROWTH FUND #73 02/11/02 297.203 UNITS AT 24.41 COMMERCE BANK 07/09/01 12/31/01 10/03/02 12/16/02 10256.16 UNITS AT 1.00 540.39 UNITS AT 1.00 1496.86 UNITS AT 1.00 1334.56 UNITS AT 1.00 EVERGREEN US GOVT SEC PORTFOLIO 11/20/00 26049.39 UNITS AT 1.00 -6,394.57 -5,203.48 -9,512.53 -4,163.13 -1,970.84 -10,482.61 -7,254.72 -10,256.16 -540.39 -1,496.86 -1,334.56 -26,049.39 PAGE 26 REPORT OF PRINCIPAL CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR 11/28/00 06/06/01 07/03/01 07/05/01 07/31/01 08/13/01 TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 4549.39 UNITS AT 1.00 RECEIVED FROM 1ST UNION; A/C# 5027002177 5063.44 UNITS AT 1.00 1932.28 UNITS AT 1.00 11.09 UNITS AT 1.00 50 UNITS AT 1.00 12625.53 UNITS AT 1.00 -4,549.39 EVERGREEN US GOVT MONEY MARKET FD CL A 02/11/02 33497.37 UNITS AT 1.00 08/08/02 11000 UNITS AT 1.00 12/10/02 2071 UNITS AT 1.00 -5,063.44 Total Purchase of an Asset Capital Gains Reinvestment PIMCO MULTI MANAGER SER GROWTH INSTL FD 12/13/01 .013 UNITS PIMCO FDS PAC INVT MGMT SER TOTAL RET 12/13/01 20.773 UNITS 12/11/02 30.264 UNITS AT 10.55 ROYCE PREMIER FUND 12/06/01 20.979 UNITS SCUDDER INTL FUND 01/02/01 17.045 UNITS AT 49.01 01/02/01 1.082 UNITS AT 49.01 VANGUARD US GROWTH PORTFOLIO FUND #23 12/18/00 72.882 UNITS AT 29.20 -1,932.28 -11.09 -50.00 -12,625.53 -33,497.37 -11,000.00 -2,071.00 -155,459.34 -0.25 -217.29 -319.28 -217.55 -835.36 -53.04 -2,128.14 PAGE 27 PAGE 27 REPORT OF PRINCIPAL CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 VANGUARD TOTAL BOND MARKET FUND #84 04/01/02 3.386 UNITS -33.86 VANGUARD WINDSOR II GROWTH FUND #73 12/18/00 24.761 UNITS AT 25.80 -638.83 12/24/01 2.701 UNITS -68.22 PAGE 28 Total Capital Gains Reinvestment -4,511.82 TOTAL ASSET PURCHASES AND TRANSFERS 6. FEES Fees 02/12/01 04/20/01 04/26/01 07/20/01 07/26/01 10/19/01 Ol/18/o2 10/15/02 01/10/03 FIRST UNION FUND SOURCE FEE FIRST UNION FUND SOURCE FEE FIRST UNION FUND SOURCE FEE FIRST UNION FUND SOURCE FEE FIRST UNION FUNDS SOURCE FEE FIRST UNION FUND SOURCE FEE FIRST UNION FUND SOURCE FEE WACHOVIA SECURITIES FUND SOURCE FEE WACHOVIA SECURITIES FUND SOURCE FEE Total Fees Fiduciary Tax Prep Fee 05/06/02 FIDUCIARY TAX PREPARATION FEE 2001 Total Fiduciary Tax Prep Fee Trustee Fees o7/o9/ol 07/09/01 07/09/01 FOR 1 MONTH(S) ENDING 11/30/00 FOR 1 MONTH(S) ENDING 12/31/00 FOR 1 MONTH(S) ENDING O1/31/Oi -271.63 -597 36 -41 45 -680 55 -48 57 -566 35 -592 48 -477 36 -479.70 -3,755.45 -140. O0 -140. O0 -125.00 -125.00 -125.00 -159,971.16 PAGE 28 REPORT OF PRINCIPAL CASH PAGE 29 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 07/09/01 FOR 1 MONTH(S) ENDING 02/28/01 07/09/01 FOR 1 MONTH(S) ENDING 03/31/01 07/09/01 FOR 1 MONTH(S) ENDING 04/30/01 07/09/01 FOR 1 MONTH(S) ENDING 05/31/01 07/13/01 FOR 1 MONTH(S) ENDING 06/30/01 08/10/01 FOR 1 MONTH(S) ENDING 07/31/01 09/13/01 FOR 1 MONTH(S) ENDING 08/31/01 10/11/01 FOR 1 MONTH(S) ENDING 09/30/01 11/13/Ol FOR I MONTH(S) ENDING 10/31/01 12/14/Ol FOR I MONTH(S) ENDING 11/30/01 01/22/02 FOR 1 MONTH(S) ENDING 12/31/01 02/21/02 FOR 1 MONTH(S) ENDING 01/31/02 03/15/02 FOR 1 MONTH(S) ENDING 02/28/02 04/11/02 FOR 1 MONTH(S) ENDING 03/31/02 05/15/02 FOR 1 MONTH(S) ENDING 04/30/02 06/18/02 FOR 1 MONTH(S) ENDING 05/31/02 07/22/02 FOR 1 MONTH(S) ENDING 06/30/02 08/14/02 FOR 1 MONTH(S) ENDING 07/31/02 10/08/02 FOR 1 MONTH(S) ENDING 08/31/02 10/15/02 FOR 1 MONTH(S) ENDING 09/30/02 11/13/02 FOR 1 MONTH(S) ENDING 10/31/02 12/16/02 FOR 1 MONTH(S) ENDING 11/30/02 -167.33 -180.25 -199.22 -207.35 -209.15 -198.63 -182.55 -173.26 -175 37 -179 42 -196 30 -205 36 -192 20 -194 68 -193 00 -192 28 -186 05 -177 99 -166 28 -160 99 -162 80 -165 42 PAGE 29 0i/15/03 Total Trustee Fees REPORT OF PRINCIPAL CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 FOR 1 MONTH(S) ENDING -161.74 12/31/02 -4,602.62 PAGE 30 TOTAL FEES 7. DISTRIBUTION OF PRINCIPAL -8,498.07 Unitrust Distribution 08/23/02 PARTIAL UNITRUST DISTRIBUTION FOR 2002 FOR JANE LONG PAID TO FIRST UNION TRUST COMPANY, JANE LONG ILIT 12/23/02 BALANCE OF 2002 UNITRUST DISTRIBUTION Total Unitrust Distribution Partial Distr. of Principal 07/10/01 JANE W. LONG BALANCE OF 2000 UNITRUST DISTRIBUTION PAID Check # 006687 Total Partial Distr. of Principal -9,716.60 -1,055.35 -10,771.95 -2,489.45 -2,489.45 TOTAL DISTRIBUTION OF PRINCIPAL 8. TRANSFERS FROM PRINCIPAL TO INCOME -13,261.40 Transfer Principal to Income 12/19/00 12/27/00 Oi/03/Oi oi/o4/oi Oi/05/Oi i2/i9/0i Total Transfer Principal to Income -861.60 -15.08 -280.53 -34.47 -45.40 -5,505.22 -6,742.30 PAGE 30 REPORT OF PRINCIPAL CASH PAGE 31 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 TOTAL TRANSFERS FROM PRINCIPAL TO INCOME 9. MISCELLANEOUS DISBURSEMENTS -6,742.30 Miscellaneous Disbursement 11/30/00 RETURNED CHECK-STOP PAYMENT AS 11/17/00 -24,072.76 Total Miscellaneous Disbursement TOTAL MISCELLANEOUS DISBURSEMENTS -24,072.76 -24,072.76 TOTAL PRINCIPAL CASH DISBURSEMENTS -212,545.69 PRINCIPAL CASH BALANCE 0.00 PAGE 31 REPORT OF NON-CASH ENTRIES PAGE 32 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 NON-CASH DECREASES 1. NON-CASH TRANSFER OUT Non-Cash Transfer Out EVERGREEN US GOVT SEC PORTFOLIO 09/24/01 1715.13 UNITS TRANSFER TO EVERGREEN US GOVT MONEY MARKET CL A -1,715.13 Total Non-Cash Transfer Out Delivery of an Asset MAS FDS VALUE FUND 03/01/02 828.596 UNITS NAME CHANGE TO MORGAN STANLEY FUNDS INSTITUTIONAL VALUE ON ii/30/Oi -1,715.13 -12,662.78 Total Delivery of an Asset TOTAL NON-CASH TRANSFER OUT TOTAL NON-CASH DECREASES 2. NON-CASH TRANSFER IN NON-CASH INCREASES Non-Cash Transfer In EVERGREEN US GOVT MONEY MARKET FD CL A 09/24/01 1715.13 UNITS AT 1.00 TRANSFER FROM EVERGREEN US GOVT SECS PORTFOLIO -12,662.78 -14,377.91 -14,377.91 1,715.13 Total Non-Cash Transfer In 1,715.13 PAGE 32 REPORT OF NON-CASH ENTRIES PAGE 33 FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 Receipt of an Asset DREYFUS APPRECIATION FUND 04/25/01 251.852 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 7,385.31 04/25/01 16.69 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 497.34 MAS FDS VALUE FUND 12/27/00 975.273 UNITS MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 03/01/02 828. 596 UNITS NAME CHANGE FROM MAF VALUE FUND ON 11/30/01 14,904.33 12,662.78 PIMCO MULTI MANAGER SER GROWTH INSTL FD 02/06/01 891.086 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 20,324.26 05/17/01 323.256 UNITS PIMCO FDS PAC INVT MGMT SER TOTAL RET 12/19/00 3019.607 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 7,835.74 30,254.53 T ROWE PRICE INTERNATIONAL STOCK FUND 03/15/01 1247. 812 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 19,917.38 ROYCE PREMIER FUND 02/16/01 957.656 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 8,369.84 PAGE 33 REPORT OF NON-CASH ENTRIES FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 11/17/00 TO 01/31/03 04/27/01 130.077 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 1,216.25 SCUDDER INTL FUND 02/12/01 331.493 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 16,968.20 03/14/01 26.498 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 1,502.69 VANGUARD US GROWTH PORTFOLIO FUND #23 12/14/00 285.656 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 7,908.25 VANGUARD TOTAL BOND MARKET FUND #84 12/11/00 3131.789 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 31,061.27 VANGUARD WINDSOR II GROWTH FUND #73 12/12/00 515.189 UNITS RECEIVED FROM FIRST UNION NATIONAL BANK 15,033.23 PAGE 34 Total Receipt of an Asset TOTAL NON-CASH TRANSFER IN TOTAL NON-CASH INCREASES 195,841.40 197,556.53 197,556.53 PAGE 34 STATEMENT OF PROPOSED DISTRIBUTION The accountant proposes the following schedule of partial distribution: TO: LAW FIRM OF GATES, HALBRUNER & HATCH, P.C. (1) $5,484.50 for legal fees incurred fi.om January 10, 2002 through and including the present filing, including the preparation of the First and Partial Account and the Petition. PAGE 35 AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA · COUNTY OF CUMBERLAND · SS: I hereby certify that on this 21 st day of March, 2003, before me, the subscriber, a Notary Public in and for the aforesaid Commonwealth and County, personally appeared the affiant, SUSAN A. RUSSELL, who acknowledged herself to be the Acting President of COMMUNITY TRUST COMPANY, Trustee of the JANE W. LONG CHARITABLE REMAINDER UNITRUST, who being duly sworn according to law, she as such Acting President, being authorized to do so, deposes and says that, to the best of her knowledge, the facts averred in the foregoing First and Partial Account are tree and correct and accurately state all the income, principal, debits and credits which came into her possession as Acting President of the Trustee of the JANE W. LONG CHARITABLE REMAINDER UNITRUST or into the possession of any other agent(s) for said Trustee. The affiant further says that she gave written notice of the foregoing First and Partial Account to all beneficiaries, remaindermen and other parties interested in the JANE W. LONG CHARITABLE REMAINDER UNITRUST. ATTEST: _~~ic~~this__ Notary Public / COMMUNITY TRUST COMPANY, TRUSTEE day of March, 2003. My C, ommiss~v .... ~,- ' ...,~. 27, 2006 m interest i~ the estate as creditor, beoellomry. IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. PETITION FOR REFORMATION OF TRUST AGREEMENT AND NOW, comes Community Trust Company (hereinafter "Petitioner"), by and through its attorneys, Gates, Halbruner & Hatch, P.C., and respectfully makes the following petition: 1. Petitioner is a Pennsylvania regulated trust company having its principal offices at 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Jane W. Long is a single woman, with a principal address of 160 West Park Street, Carlisle, Cumberland County, Pennsylvania 17013. 3. On November 1, 1996, an inter vivos trust agreement entitled the "Jane W. Long Charitable Remainder Unitrust" (hereinafter the "Trust") was established by and between Jane W. Long, as the Donor, and Mentor Trust Company, as Trustee. A copy of the trust agreement is attached hereto as Exhibit "A" and is incorporated herein by reference. 4. Mentor Trust Company was succeeded in interest by First Union Bank subsequent to the establishment of the Trust. 5. On August 15, 2000, Jane W. Long, as the Donor, dismissed First Union Bank as Trustee and appointed Community Trust Company as the successor Trustee. A copy of the Appointment of Successor Trustee, which appointed Community Trust Company as successor trustee is attached hereto as Exhibit 'B" and is incorporated herein by reference. 6. Pursuant to Article II of the Trust, Jane W. Long, as the Recipient, is entitled to a unitrust amount (distribution) during her lifetime, equal to nine percent (9%) of the net fair market value of the assets of the Trust valued as of the first day of each taxable year of the trust. 7. Pursuant to Article IV of the Trust, The Nature Conservancy (erroneously identified as "Nature's Conservancy") is the sole charitable remainder beneficiary of the principal of the Trust following the death of Jane W. Long, as the Recipient. 8. The remainder beneficiary of the Trust is The Nature Conservancy, which is a charitable organization. The Office of Attorney General for the Commonwealth of Pennsylvania supervises legal issues for charities under its parens patriae powers. Pa. O.C.R. 5.5; In re Milton Hershey School Trust, 807 A.2d 324, 326 (Pa. Cmwlth. 2002). Therefore, the Office of Attorney General is a party to this Petition. 9. Pursuant to Article IX of the Trust, the Trust is irrevocable, but the Trustee may, acting alone, amend the trust agreement to continue the Trust's qualification as a charitable remainder unitrust with the meaning of Intemal Revenue Code Section 664(d)(2). 10. Petitioner currently serves as sole Trustee of the Trust. 11. From the date that Community Trust Company became successor trustee, on August 15, 2000, Community Trust Company has delegated, and continues to delegate, the investment responsibility to Douglas T. Charney, Senior Vice President - Investment Officer, Chamey Investment Group, now of 700 South 28t~ Street, Harrisburg, Dauphin County, Pennsylvania 17103 2 (hereinafter called "Investment Advisor"). Community Trust Company delegated the investment responsibility to Douglas T. Chamey at the request of the Donor, Jane W. Long. 12. The Trustee, Community Trust Company, is regulated by the Pennsylvania Department of Banking. The Department of Banking reviewed this trust account and commented that the delegation of investment responsibility to the Investment Advisor, Douglas T. Chamey, might be beyond the scope of the Trustee's authority under the trust agreement and that the liability for the investments rested on Community Trust Company. 13. Pennsylvania's Prudent Investor Rule (20 Pa. C.S. §7206(a)) provides that a fiduciary may delegate investment functions that a prudent investor of comparable skills might delegate under the circumstances. 14. In November 2002, Community Trust Company contacted Jane W. Long and explained to her that the use of a third-party investment advisor might be outside the scope of authority of the trust agreement. In its November 6, 2002 letter to Jane W. Long, Community Trust Company suggested that a petition to reform the trust be filed with the Cumberland County Orphans' Court to alter the trust language to authorize the appointment of an outside investment advisor. 15. Additional contacts were made in December 2002 with the Donor to resolve this issue by one of several methods including the Donor's suggestion that Community Trust Company be removed as Trustee. Donor's goal is to continue to have Douglas T. Chamey as the Investment Advisor on this account. To date, Donor has not taken action to resolve this matter, nor has Donor authorized anyone to take the necessary steps to resolve this matter. 16. Petitioner requests the Court to reform the Trust Agreement, inter alia, to provide 3 that the trust investment will be governed by the Prudent Investor Act, and to authorize the appointment of the trust investment functions to the Investment Advisor, Douglas T. Chamey, Senior Vice President - Investment Officer, Charney Investment Group. 17. A true and correct copy of the proposed trust reformation is contained in the "Amendment To The Jane W. Long Charitable Remainder Unitrust Dated November 1, 1996," and is attached hereto as Exhibit "C" and is incorporated herein by reference, and will be hereinafter referred to as the "Amendment". 18. Donor has exercised reasonable care, skill and caution in selecting Douglas T. Chamey as the proposed Investment Advisor and desires to appoint the trust investment functions to him due to his long-term professional relationship with Jane W. Long, the Donor and lifetime Recipient, and the greater benefits of client confidence resulting from such relationship, particularly in these turbulent economic times. 19. Donor has established the scope and specific terms of the appointment as evidenced by the proposed trust reformation as contained in the "Amendment To The Jane W. Long Charitable Remainder Unitrust Dated November 1, 1996," attached as Exhibit "C", and the "Appointment of Investment Advisor" (hereinafter referred to as the "Appointment"), which has been or will be executed by Jane W. Long (the Donor and lifetime Recipient), Douglas T. Chamey (the proposed Investment Advisor) and Petitioner (the Trustee). A tree and correct copy of the "Appointment of Investment Advisor" is attached hereto as Exhibit "D" and is incorporated herein by reference. 20. Petitioner, Donor and the proposed Investment Advisor, Douglas T. Chamey, desire to separate responsibility for investment decisions and investment performance to correspond with their respective management of the Trust principal and the proposed date of appointment contained in the Appointment, such that Trustee will not be responsible for the investment decisions or actions of the Investment Advisor, the terms of which separation of responsibility are contained in the Amendment and the Appointment, which have been or will be executed by Jane W. Long (the Donor and Recipient), Douglas T. Chamey (the Investment Advisor), and Community Trust Company (the Trustee). 21. 22. All parties to the Amendment and the Appointment are suijuris. Petitioner requests that the Amendment and the Appointment be approved to take effect upon this Court's approval of a First and Partial Account which has been recently filed by Petitioner for its administration of the Trust through the period ending January 31, 2003. 23. This Court may approve the trust reformation, the Amendment, the Appointment, and authorize the appointment of Douglas T. Chamey as Investment Advisor pursuant to 20 Pa. C.S.A. §711(3) and §3323(a). 24. A trust reformation may be approved with the consent of all beneficiaries or a trust reformation may be first submitted to the Orphans' Court for approval. (Turner Trust, 71 D & C2d 582 (1971)). 25. Petitioner, as the Trustee, desires to obtain this Orphans' Court's approval of the trust reformation, the Amendment, the Appointment, and authorize the appointment of investment authority to Douglas T. Chamey. 26. Petitioner is not aware of any other parties whose interests would be prejudiced by the relief requested herein. 27. The fair market value of the Trust principal was $152,131.42 as of January 31, 2003. 28. The Trust has its situs in Cumberland County, Pennsylvania, wherein the Donor and the current Trustee are located. 20 Pa. C.S. §724Co)(1)(i). WHEREFORE, Petitioner respectfully requests that the Court issue a role on all interested parties, to show cause, within twenty (20) days, why this Petition should not be granted, and to show cause why the "Delegation Agreement" and the "Release Agreement" attached hereto should not be approved. Respectfu~ubmitt. ed, GATES,iI-IA~BRLrfiqE/R & HATCH, P.C. Lowell R. Gates, Esquire Suprex ~e Court I.D. g46779 1013 tumma Road, Suite 100 Lemo' me, PA 17043 (717) 731-9600 (Attomeys for Petitioner) DATED: March ~/-~, 2003 6 VERIFICATION The undersigned hereby verifies that the facts averred in the foregoing petition are tree and correct to the best of her knowledge, information and belief. This verification is made subject to the penalties of 18 Pa.C.S. §4904 relating to unswom falsification to authorities. COMMUNITY TRUST COMPANY SUSAN A. RUSSELL, ACTING PRESIDENT Dated: March ,4/ , 2003 EXHIBIT "A" 'JANE W.LONG CHARITABLE REMAINDER UNITRUST · On this ~ day of November, 1996, I, lane W. Long, ("THE DONOR") desiring to estabhsh a charitable remainder unitrust, within the meaning of Revenue Procedure 89-70 and section 664 (d) (2) of the Internal Revenue Code ("THE CODE") hereby create the Jane W. Long Charitable' Remainder Unitrust and designate MENTOR TRUST COMPANY, a trust company authorized to do business in the Commonwealth of Pennsylvania, as the initial Trustee ("THE TRUSTE~").. COPY L ,Funding of Trust. The Donor transfers to the Trustee the property described in Schedule A, and the Trustee accepts such property and agrees to hold, manage and distribute such property of the Trust under the terms set forth in this Trust instrument. ' ,,Payment of Unitrust Amount, A. The Trustee shall pay to Jane W. Long ("THE REC~IENT") in each taxable year of the Trust during the Recipient's life a unitrust amount equal to nine percent (9%) &the net fair market value of the assets of the Trust valued as of the first day of each taxable year of the Trust ("THE VALUATION DATE"). B. The unitrust amount shall be paid in lump sum annual amounts, in advance, from income and, to the ex-tent that income is not sufficient, from principal. C. Any income of the Trust for a taxable year in excess of the unitrust amount shall be added to principal. D. If the net fair market value of the Trust assets is incorrectly determined, 'then within a reasonable period after the value is finally determined for. Federal tax purposes, the Trustee shall pay to the Recipient (in the case of an undervaluation) or receive from the Recipient (in the case of an overvaluation) an amount equal to the difference between the unitrust amoum properly payable and the unitrust amount actually paid. .Proration of the Unitrust Amount. I.f the number of days included in the payment period in any taxable year of the Trust is less than three hundred six-w_five (365) days, (three hundred sLx-t-y-six (366) days if the taxable years includes February 29), the unitrust amount payable in such taxable year or years shall be prorated on a dally basis. 7 IV. Distribution to Charity. Upon the death of the Recipient, the Trustee shall distn'oute nil of the then'principal and income of the Trust (other than the amoun~ due Recipient or Recipient's estate, under sections 2 and 3, above) to Nature's Conservancy CCHARITAB!.I~. ORGANIZA~ON"). If the Charitable Orlbanizafion is not an organization described in sections 170 (o), 2055 (a) and 2522 (a) of The Code at the time when any principal or income of the Trust is to be distributed to it, then the Trustee shall distribute such prindpal or income to such one or more organizaions descn'bed in section 170 (c), 2055 (a) and 2522 (a) as the Trustee shall select in its sole discretion. V. Additionn! Contributions. If any adcl/tional contributions are made to the Trust after the/nitial contn'bution, the un/trust amount for the year which the additional contn'bulion is made shall be nine percent (9%) of the sum of (a) the net fair market value of the Trust assets as of the first day of the taxable year (excluding the assets so added and any income from, or appreciation on, tach assets) and Co) that proportion of' the value of the assets so added that was excluded under (a) that the number of days in the period that besins w/th the date of contnq~ufion and ends with the earlier of the last day of the taxable year or the Recipient's death bears to the number of days in the period that begins on the first day of such taxable year and ends with the earl/er of the las~ day in such taxable year or the Rec/pient~s death. In the case where there is no valuation date after the time of conhlbut/on, the assets so added shall be valued at the time of contn'bufion. VI. Prohibited Transactions, A. The income of the Trust for each taxable year, and the principal of the Trust that the income is not sufficient, shall be d/str/buted as tach time and in such manner as not to subject the Trust to tax under section 4942 of The Code. Except for the payment of the un/trust amount to the Recipient, the Trustee shall not engage in any act o£ self-dealing, as defined in section 4941 (d) of The Code, and shall not make any taxable expenditures, as de.~ued in section 4945 (d) of The Code. The Trustee shall not make any investments that jeopardize the char/table propose of the Trust, w/thin the mean/nE of section 4943 and section 4944 of The Code, or retain any excess bus/ness holdings, w/thin the meaning of section 4943 of The Code. B. Nothing in this instrument shall be construed to restrict the Trustee from investing the Trust assets in a manner which would result in the annual realization of a reasonable amount of the net income or gain from the sole or disposition of Trust assets. C. If at any time any amounts of net income or principal become distributable to me while I am under legal disability, or in the reasonable opinion of my Trustee am incapable of 2 properly managing my financial affairs~' the Trustee may make those distribution directly to a duly appointed guardian of my estate or person, or may otherwise expend the amounts to be distributed for my benefit in such manner as the Trustee considers reasonably advisable. D. Except as otherwise provided by law, no interest of mine hereunder shall be subject to anticipation, to claims for alimony or support, to voluntary transfer without the written consent of the Trustee, or to involuntary transfer in any event. Taxable Year. The taxable year of the Trust shall be the calendar year. Governing Law. The operation of the Trust shall be governed by the laws of the Commonwealth of Pennsylvania. However, the Trustee is prohibited from exercising any power of discretion granted under said laws that would be inconsistent with the qualification of the Trust under section 664 (d) (2) or The Code and the corresponding regulations. . L-X. Limited Po~ver of Amendment. The Trust is irrevocable. However, the Trustee shall have the power, acting alone, to amend the Trust in any manner required for the sole purpose of ensuring that the Trust qualifies and continues to qualify as a charitable remainder un/trust within the meaning of section 664 (d) (2) of The Code. X. Investment of Trust Assets. A. Except as otherwise provided in Section ITl of this instrument, the Trustee shall have the foregoing powers with respect to the Trust held under this instrument, exercisable in the discretion of the Trustee: 1. To retain for any period of time without limitation, and without liability for loss or depreciation in value, any property transferred to the Trustee, including parmership interests (whether general, special, or limited), even thou~ the Trustee could not properly purchase the property as a trust investment and though its retention might violate principles of investment diversification; 2. To sell at public sale, wholly or partly for cash or on credit, contract to sell, grant or exercise options to buy, convey, transfer, exchange or lease (for a term within or extending beyond the term of the Trust) any real or personal property of the Trust, and to partition, dedicate, grant easements ~fi' or over, subdivide, improve, and remodel, repair or raze improvements on any real properly of the Trust, and in general to deal otherwise with the Trust property in such manner, for such prices, and on mcr terms and conditions as any individual might do ~ oUtright owner of the property; 3. To invest in bonds, common or preferred stocks, notes, real estate mortgages;, common Trust funds, shares of regulated investment companies, currencies, partnership interests (whether general, special or limited), annuities or other securities or property, real or personal, domestic or foreign, wi*.hout being limited by any statute or rule of law governing investments by Trustees; 4. To make allocations, divisions and distributions of Trust property in cash in kind, or partly in each; to allocate different kinds or disproportionate shares of property or undivided interests in property among the beneficiaries or separate Trusts; and to determine the value of any property so allocated, divided or distributed; 5. To exercise in person or by general or limited proxy all voting and other rights, powers and privileges and to take all steps to realize all benefits with respect to stocks or other securities; and to enter into or oppose, alone or with others, voting Trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in the financial' structure of any corporation; 6. To cause any security or other property to be held, without disclosure of any fiduciary relationship, in the name of the Trustee, in the name of a nominee or in unregistered form; 7. To pay all expenses incurred in the administration of the Trust, including reasonable compensation to any Trustee, and to employ or appoint and pay reasonable compensation to accountants, depositories, investment counsel, attorneys, attorneys-in-fact, and agents (with or without discretionary powers); 8. To deal with the fiduciary or fiduciaries of any other Trust or estate,' even though the Trustee is also the fiduciary or one of the fiduciaries of the other Trust or estate; 9. To compromise or abandon any claim in favor of or against the Trust; 10. To execute instruments of any kind, including instruments containin~ covenants and warranties binding upon and creating a charge a~ainst the Trust property an~ containing provisions excluding personal liability.; and ~ 11. To perform all other acts necessary for the proper management, investment and distribution of the Trust property. 4 B. The powers granted in'/his Article shall be in addition to those granted by law and may be exercised even after termination of this Trust hereunder until actual distribution of all Trust principal. C. To the extent that such requirements can legally be waived, no Trustee hereunder shall ever be required to give bond or security as Trustee, or to qualify before, be appointed by or account to any court, or to obtain the order or approval of any court with respect to the exercise of any power or discretion granted in this instrument. D. ' 'The Trustee's exercise or nonexercise of powers and discretions in good faith shall be conclusive on all persons. No person paying money or delivering property to the Trustee hereunder shall be required or privileged to see to its application. The certificate of the Trustee that the Trustee is acting according to this instrument shall fully protect all persons dealing with a Trustee. ' E. I direct that, irrespective of any tax apportionment statute or similar rule of law of any jurisdiction otherwise applicable, under no circumstances shall any estate, inheritance or other death taxes imposed under the laws of any jurisdiction be paid or provided for out of or be recoverable from the Trust principal. F. Nothing in this Trust instrument shall be construed to restrict the Trustee from' investing the Trust assets in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of Trust assets. XI. S_uccessor Trustee. A. Any Trustee may resign at any time durin~ my lifetime by ~ving prior written notice to me. - B. Except as otherwise provided in Paragraphs D and E of this Article, if Mentor Trust Company ceases to act as Trustee hereunder for any reason, or if any successor TrUstee appointed as hereinat~er provided ceases to act as Trustee hereunder for any reason, the person or persons indicated in Para~aph F of this Article shall, by written instrument, appoint any person, or any bank or Trust company, within or outside the Commonwealth of Pennsylvania, as successor Trustee. C. The person or persons indicated in Paragraph F of this Article may at any time, by written instrument, approve the accounts of the Trustee with the same effect as if the accoums had be approved by a court having jurisdiction of the subject matter and of all necessary parries. D. If any corporate Trustee designated to act or at any time acting hereunder is merged with or transfers substantially all of its assets to another corporation, or is in any other manner reorganized or reincorporated, the resulting or transferee corporation shall become Trustee in place of its corporate predecessor. E. As often as the Trustee shall deem such action to be advantageous to the Trusts or to any beneficiary, the Trustee may, by written instrument, resign and appoint as substitute Trustee with respect to all or any part of the Trust Principal, including property as tO which the Trustee cannot act, any person, or any bank or Trust company, within or outside the Commonwealth of Pennsylvania. The substitute Trustee shall have all of the rifle, powers and discretion °of the original Trustee, but shall exercise the same under the supervision of the resio°ning Trustee, who shall act as adviser to the substitute Trustee. The adviser may at any time remove the substitute Trustee by written instrument delivered to the substitute Trustee. Upon the removal or r~ignation of the substitute Trustee, the adviser may resume the office of Trustee or may continue to act as adviser and appoint another substitute Trustee. Any adviser may receive reasonable compensation for services as adviser. F. The Donor reserves the right to dismiss the Trustee and to appoint a successor Trustee. A successor Trustee may be appointed pursuant to Paragraph B of this Article and the accounts of the Trustee may be approved pursuant to Paragraph C of this article by me. If I am then under legal disability, the instrument of appointment or approval may be signed (either/jointly) by the duly appointed guardian of my estate. G. The incumbent Trustee shall have all of the title, powers and discretion granted tc~ the original Trustee, without court order or act of transfer. No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee. With the approval of the person or persons indicated in Paragraph F of this Article who may approve the accounts of the Trustee, a successor Trustee may accept the account furnished, if any, and the property delivered by or for a predecessor Trustee without liability for so doing, and such acceptance shall be a full and complete discharge to the predecessor Trustee. hands and seals the day and year fa-st above written. WITNESS WF~.~OF, intending to be legally bound hereby, the Parties set their fe ~'. Long : SS. COt'VhMONNVEALTH OF PENNSYLVANq_4 COUNTY OF DAUPI-IhN On this the ] day of November, 1996, before me the undersigned officer, personally appeared .lane W. Long, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledge that she executed the same for the purpose therein contained. IN Wi..q2gESS WEEEREOF, I hereunto set,my hand and official seal. My commission expimq_ , · [ : / .,emmission ~:xp~res May 2 1 .~*8 Notary Public ~;~:r,~r,, P .en?wtyma_ ' ,~q.md~on of No ~mes written.This Trust createct oy the forgoing instrument is accepted as of the day and year last above Attest: TRUSTEE: MENTOR TRUST CO1V~AlXTY By: By: On this, the appeared the purposes therein day of November, 1996, before me, the undersigned officer, personally _, who acknowledged himself to be th~ of Mentor Trust Company, a corporation, and that 'he as such , being authorized to do so, executed the foregoing instrument for contained by si=re'ting the name of the corporation by himself as IN WITNESS WttEREOF, I hereunto set my hand and official seal. My commission expires: Notary Public ~CHEDULE OF PROPERTY This schedule is attached to arid forms part of that certain Trust Agreement executed by Jane W. Long on November 1, 1996, and known as the Jane W. Long Charitable Remainder Unitrust Agreement Dated November 1, 1996, and identifies the initial trust property held subject to the'trust thereunder. Name of Stock No. of Shares 1. ~ 127 2. Computer Associates 1525 3. -Trinity Industries Value of Stock EXHIBIT "B" IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 APPOINTMENT OF SUCCESSOR TRUSTEE THIS APPOINTMENT OF SUCCESSOR TRUSTEE is executed in triplicate on this I~t~' day of August, 2000, by and between JANE W. LONG, now of Cumberland County, Pennsylvania, and COMMUNITY TRUST COMPANY, a Pennsylvania Trust Company with its principal offices at 3907 Market Street, Camp Hill, Pennsylvania 17011. WHEREAS, the JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 (herein called the "Trust") was executed by and between JANE W. LONG, as the Donor, and MENTOR TRUST COMPANY, as Trustee; WHEREAS, MENTOR TRUST COMPANY was succeeded in interest by FIRST UNION BANK following the execution of the Trust; WHEREAS, JANE W. LONG reserved the fight under the Trust to dismiss the Trustee and to appoint a successor Trustee under paragraph XI.(F); WHEREAS, JANE W. LONG desires to dismiss FIRST UNION BANK, successor in interest to MENTOR TRUST COMPANY, as Trustee of the Trust; WHEREAS, JANE W. LONG desires to appoint COMMUNITY TRUST COMPANY as successor trustee with all the duties and powers, including discretionary powers, granted under the Trust or by law; and, WHEREAS, COMMUNITY TRUST COMPANY, desires to accept such appointment as Successor Trustee; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that JANE W. LONG, hereby appoints COMMUNITY TRUST COMPANY as successor trustee of the Trust to serve with all the duties and powers, including discretionary powers, granted under the Trust or by law. COMMUNITY TRUST COMPANY hereby accepts the irrevocable transfer, assignment and delivery to it and its successors and assigns of the Trust assets listed on Schedule A, attached hereto and made a part hereof, and undertakes to hold, manage, invest and reinvest such assets, and to distribute the income and principal of the Trust, in accordance with the provisions of the Trust. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first written above. WITNESS: COMMONWEALTH OF PENNSYLVANIA COUNTY OF (SEAL) SS: On this, the /5d- day of August, 2000, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. Nohry My Commission Expires: The fore. going instrument was delivered and is hereby accepted at Camp Hill, Pennsylvania, on August /,~-, -000. ATTEST: COMMUNITY TRUST COMPANY SENIOR VICE-PRESIDENT AND TRUST MANAGER SCHEDULE "A" SCHEDULE REFERRED TO IN THE ANNEXED ASSETS RECEIVED BY COMMUNITY TRUST COMPANY, AS SUCCESSOR TRUSTEE property Description: EXHIBIT "C" AMENDMENT TO THE JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 THIS AMENDMENT TO TRUST is executed in triplicate on this __ day of ., 2003, by and between JANE W. LONG, now of 160 West Park Street, Carlisle, Cumberland County, Pennsylvania 17013 (herein called "Donor") and COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (herein called "Trustee"). Background: On November 1, 1996, the Trust was established by an inter vivos trust agreement by and between Jane W. Long, as Donor, and Mentor Trust Company, as Trustee; Mentor Trust Company was succeeded in interest by First Union Bank subsequent to the establishment of the Trust; o On August 15, 2000, Jane W. Long, as Donor, dismissed First Union Bank as Trustee and appointed Community Trust Company as the successor Trustee; Jane W. Long is the sole beneficiary ("the Recipient") of the Trust during her lifetime; o The Nature Conservancy (erroneously identified as "Nature's Conservancy" in Article IV of the Trust) is the sole charitable remainder beneficiary of the principal of the Trust following the death of Jane W. Long; 6. The Trust is irrevocable; 7. Community Trust Company currently serves as sole Trustee of the Trust; and, o The Donor desires to amend and reform the trust agreement to permit Donor to self-direct the investments and to permit Donor to employ independent investment advisors. NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants herein stated, agree as follows: 1. Article X of the Trust is hereby deleted in its entirety and a new Article X is hereby inserted to read as follows: ARTICLE X. POWERS OF TRUSTEE (1) Management of the Trust. (1) Donor's power to direct investments. Donor shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets. In the case of a variable life insurance or annuity policy, Donor shall have the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fund options provided in the policy. During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor. Notwithstanding the Donor's authority or the Trustee's limitations, contained in this section, if the Trustee, in the exercise of its fiduciary duties, is required (1) to make a discretionary or non-discretionary distribution to a trust beneficiary, including the Recipient; (2) to pay tmstee's fees; (3) to pay any taxes relating to the trust; or, (4) to pay any other costs or disbursements relating to the trust; the Trustee shall provide the Donor written notice of such anticipated payment and an estimate of the liquidity requirements to make such anticipated payment, and the Donor shall have fifteen (15) calendar days (from the mailing of the notice) to advise the Trustee which trust assets to liquidate in order to make the payment and meet the liquidity requirements. If the Donor does not provide the advice to the Trustee within the fifteen (15) day period, then the Trustee is authorized to liquidate those trust assets which the Trustee deems appropriate to meet the liquidity requirements based on the Prudent Investor Rule contained in Article X, Section (A)(2), below. During the Donor's lifetime and unless the foregoing powers have been relinquished, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary (including the Recipient) of this trust, or any heir of the Donor, or any Charitable Organization of this Trust, for losses resulting from such investments or from failure to make investments while the Donor retains these powers. Donor, unless having relinquished this duty in writing, retains the obligation to review investments or make investment suggestions. Donor may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time by written instrument delivered to the Trustee. If the Trustee receives certificates of two state licensed physicians that Donor cannot exercise any of these powers, Donor shall be deemed to have released the powers and the Trustee 2 shall have full power to take any such action, subject to the terms and conditions of the Prudent Investor Rule. Donor shall be deemed to have reassumed the powers if the Trustee receives certificates from two state licensed physicians that Donor has recovered the ability to exercise the powers. Donor acting under this clause shall be deemed to have waived the doctor-patient privilege to the extent necessary to implement this clause. Failure of physician to comply with the Trustee in requests for information shall be deemed to be a release of the Donor's retained authority to review accounts and make investment suggestion until such time as the physician complies. Any person may transact business with the Trustee without inquiring whether the Donor has directed the action and without inquiring whether the Donor has relinquished or become unable to exercise the power. (2) Incorporation of Prudent Investor Rule. If Donor has released her power to control trust investments in accordance Article X, Section (A)(1), above, and unless otherwise directed herein, the Trustee shall be subject to thc Prudent Investor Rule (the "PIR") as adopted by thc Commonwealth of Pennsylvania at 20 Pa. C.S.A. §7201 et. seq., as hereby enacted or subsequently amended and as set forth in this Article X, Section (A)(2), to manage and invest the assets of thc trust. The Donor desires that the Trustee, consistent with the standards of the PIR, continuously assess the appropriate investment risk tolerance of the trust beneficiaries, and then invest the trust assets consistent with the purposes, terms, and other circumstances of the Trust and shall pursue an overall investment strategy reasonably suited to the Trust and the expressed intent of the Donor. The Donor believes, consistent with modem portfolio theory, that the trust total investment return will be determined primarily by the trust's asset allocation; not market timing or active management in security selection. The Donor believes that the trust should diversify its investments with regard to asset classes and individual securities to avoid uncompensated risk. The Donor does not intend to prohibit the Trustee from engaging in active management of trust assets where the Trustee reasonably believes active management can aid in achieving the desired balance between risk and return and the intent of the Trust. (3) Employment of and Delegation to Investment Agent. The Trustee may retain any professional investment counsel of the Trustee's choice or delegate investment responsibilities to any professional investment agent for any reason and regardless of the Trustee's own skills concerning investments; provided, however, a counsel so selected shall be either registered as an investment adviser with the U.S. Securities and Exchange Commission or a state chartered or national bank or trust company with fiduciary powers. If investment counsel is retained, the Trustee shall abide by the counsel's decision but shall not be held liable or otherwise surcharged for losses directly attributable to investments made on the investment 3 counsel's advise. While the Trustee retains investment counsel, the Trustee shall not be required to review trust investments or take action on trust investments unless the Trustee receives written instructions from investment counsel. The Trustee may, but shall not be required to demand a bond from any professional investment counsel or agent. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such investment counsel and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the PIR, the Trustee shall have the responsibility to prudently select any investment counsel, to periodically review the performance of any investment counsel and to take appropriate action if apprized of facts clearly indicating that counsel is not performing competently. Furthermore, the Trustee shall not be held liable for any actions of the professional investment counsel or agent provided that the Trustee has exercised reasonable care in selecting such agent or counsel and has established a specific scope and term of delegation or responsibility for such professional counsel or agent. (4) Nonliability of Donor for Directed Investments. The Donor shall not be liable to any beneficiary or to any heir for the Donor's acts or failure to act, except for willful misconduct or gross negligence, in directing the investments of the trust. (5) Termination of Directed Investments. Upon the death of the Donor, the Trustee shall assume responsibility of investment management. (B) General Powers. In addition to such other powers and duties as may have been granted elsewhere in this Trust, but subject to any limitations contained elsewhere in this Trust, the Trustee shall have the following powers and duties: (1) In the management, care and disposition of this Trust, the Trustee shall have the power to do all things and to execute such deeds, mortgages, instruments, and documents as may be deemed necessary and proper, including the following powers, all of which may be exercised without order of or report to any court: (a) To sell, exchange, or otherwise dispose of any property, real, personal or mixed, at any time held or acquired hereunder, at public or private sale, for cash or on terms, without advertisement, including the right to lease for any term notwithstanding the period of the Trust, and to grant options, including an option for a period beyond the duration of the Trust; and to execute such deeds or other instruments as are necessary. (b) To invest and reinvest all or any part of the Trust Estate in any common or preferred stocks, shares of investment trusts and investment companies, bonds, debentures, mortgages, deeds of trust, mortgage participations, notes, real estate, or other property the Trustee, in the Trustee's discretion, selects; 4 provided that the Trustee may not invest in any stock or securities issued by the corporate Trustee or issued by a parent or affiliate company of such Trustee; in the manner that, under the circumstances then prevailing (specifically including, but not limited to, the general economic conditions and the anticipated needs of the Trust and its beneficiaries), persons of skill, prudence, and diligence, acting in a similar capacity and familiar with those matters would use in the conduct of an enterprise of similar character and similar aims, to attain the Settlor's goals under this trust agreement. hereunder. To retain for investment any property deposited with the Trustee (d) To vote in person or by proxy any corporate stock or other security and to agree to or take any other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceedings affecting any stock, bond, note or other security held by this Trust. (e) To use lawyers, real estate brokers, accountants and other agents, if such employment is deemed necessary or desirable, and to pay reasonable compensation for their services. (f) To compromise, settle or adjust any claim or demand by or against the Trust and to agree to any rescission or modification of any contract or agreement affecting the Trust. (g) To renew any indebtedness, as well as to borrow money, and to secure the same by mortgaging, pledging or conveying any property of the Trust, including the power to borrow from the Trustee (in the Trustee's individual capacity) at a reasonable rate of interest. (h) To retain any business interest transferred to the trustee, as shareholder, security holder, creditor, partner or otherwise, for any period of time whatsoever, even though the interest may constitute all or a large portion of the trust principal; to comply with the provisions of any agreement restricting transfer of the interest; to participate in the conduct of the related business or rely upon others to do so, and to take or delegate to others discretionary power to take any action with respect to its management and affairs which an individual could take as outright owner of the business or the business interest, including the voting of stock (by separate trust or otherwise regardless of whether that separate trust will extend for a term within or beyond the term of the trust) and the determination of all questions of policy; to execute and amend partnership agreements; to participate in any incorporation, reorganization, merger, consolidation, sale of assets, recapitalization, liquidation or dissolution of the business, or any change in its nature, or in any buy-sell, stock restriction, or stock redemption agreements; to invest in additional stock or securities of, or make secured, unsecured, or subordinated loans to, the business with trust funds; to take all appropriate actions to prevent identify, or respond to actual or threatened violations of any environmental law or regulation thereunder; to elect or employ with compensation, as directors, officers, employees, or agents of the business, any persons, including a trustee of any trust held under this instrument, or any director, officer, employee, or agent of a corporate trustee of any trust held under this instrument, without adversely affecting the compensation to which that trustee would otherwise be entitled; to rely upon reports of certified public accountants as to the operations and financial condition of the business, without independent investigation; to deal with and act for the business in any capacity (including in the case of a corporate trustee any banking or trust capacity and the loaning of money out of the trustee's own funds) and to be compensated therefor; and to sell or liquidate the business or any interest in the business. (i) To register any stock, bond or other security in the name of a nominee, without the addition of words indicating that such security is held in a fiduciary capacity, but accurate records shall be maintained showing that the stock, bond or other security is a trust asset and the Trustee shall be responsible for the acts of the nominee. 0) To set aside as a separate trust, to be held and administered upon the same terms as those governing the remaining trust property, any interests in property, for any reason, including but not limited to a concern that such property could cause potential liability under any federal, state, or local environmental law. (2) If at any time the total fair market value of the assets of any trust established or to be established hereunder is so small that the Trustee's annual fee for administering the trust would be equal to or less than the minimum annual fee set forth in the Trustee's regularly published fee schedule then, in effect, the Trustee in its discretion shall be authorized to terminate such trust or to decide not to establish such trust, and in such event the property then held in or to be distributed to such trust shall be distributed to the persons who are then or would be entitled to the principal and/or income of such trust. If the amount of principal and/or income to be received by such persons is to be determined in the discretion of the Trustee, then the Trustee shall distribute the property among such of the persons to whom the Trustee is authorized to distribute principal and/or income, and in such proportions, as the Trustee in its discretion shall determine. (3) The Trustee shall have discretion to determine whether items should be charged or credited to income or principal or allocated between income and principal as Trustee may deem equitable and fair under all the circumstances, including the power to amortize or fail to amortize any part or all of any premium or discount, to treat any part or all of the profit 6 resulting from the maturity or sale of any asset, whether purchased at a premium or at a discount, as income or principal or apportion the same between income and principal, to apportion the sales price of any asset between income and principal, to treat any dividend or other distribution on any investment as income or principal or to apportion the same between income and principal, to charge any expense against income or principal or apportion the same, and to provide or fail to provide a reasonable reserve against depreciation or obsolescence on any asset subject to depreciation or obsolescence, all as the Trustee may reasonably deem equitable and just under all of the circumstances. (C) Voting by Trustees. When the authority and power under this Trust is vested in two (2) or more Trustees or Co-Trustees, the authority and powers are to be held jointly by the Trustees or Co-Trustees. (D) Trustee Power to Deal with Environmental Hazards. The Trustee shall have the power to use and expend the trust income and principal to (i) conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; (ii) take all appropriate remedial action to contain, clean up or remove any environmental hazard including a spill, release, discharge or contamination, either on its own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; (iii) institute legal proceedings concerning environmental hazards or contest or settle legal proceedings brought by any local, state, or federal agency concerned with environmental compliance, or by a private litigant; (iv) comply with any local, state or federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; and (v) employ agents, consultants and legal counsel to assist or perform the above undertakings or actions. Any expenses incurred by the trustee under this paragraph may be charged against income or principal as the trustee shall determine. 2. In all other regards, the Trust referenced above shall remain in full force and effect and is not amended unless specifically provided herein. IN WITNESS WHEREOF, the Donor and Trustee have hereunto set their hands and seals as of the day and year first above written. WITNESS: JANE W. LONG, DONOR (SEAL) COMMONWEALTH OF PENNSYLVANIA : : SS: COUNTY OF CUMBERLAND : On this, the __ day of ., 2003, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Amendment to Trust, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. Notary Public My Commission Expires: The foregoing Amendment to Trust was delivered, and is hereby accepted, at Camp Hill, Pennsylvania, on ., 2003. ATTEST: COMMUNITY TRUST COMPANY, TRUSTEE .(SEAL) Susan A. Russell, Vice President and Trust Officer 8 EXHIBIT "D" THE JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 (as amended) APPOINTMENT OF INVESTMENT ADVISOR This Agreement is signed and executed this __ day of ,2003, by and among COMMUNITY TRUST COMPANY, a Pennsylvania regulated trust company, of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (hereinafter called "Trustee"), JANE W. LONG, of 160 West Park Street, Carlisle, Cumberland County, Pennsylvania 17013 (hereinafter called "Donor"), and DOUGLAS T. CHARNEY, Senior Vice President - Investment Officer, Chamey Investment Group, now of 700 South 28th Street, Harrisburg, Dauphin County, Pennsylvania 17103 (hereinafter called "Investment Advisor"), and is created under the authority contained in THE JANE W. LONG CHARITABLE REMAINDER UNITRUST, dated November 1, 1996 (hereinafter called the "Trust" or the "Trust Agreement"). (1) Under Article X of the Trust Agreement, entitled "Powers of Trustee," paragraph (A)(1) "Donor's power to direct investments," Donor has the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets. In the case of a variable life insurance or annuity policy, Donor has the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fund options provided in the policy. (2) Pursuant to the above-described authority, Donor designates, appoints and retains DOUGLAS T. CHARNEY, in his individual capacity, now of 700 South 28th Street, Harrisburg, Dauphin County, Pennsylvania 17103, as the "Investment Advisor" for the Trust. (3) Donor understands that she is making this investment direction in a fiduciary capacity, and understands the fiduciary responsibility and liability related thereto. (4) Donor understands that Investment Advisor may derive a fee for the investment advisory services provided to the Trust. Donor understands that Investment Advisor may derive a commission from the sale of securities and/or investment products to, and on behalf of, the Trust. The fees and commissions will be paid, either directly or indirectly, from the Trust by the Trustee to Investment Advisor. (5) This Investment Direction may be changed, amended or terminated by Donor at any time by thirty (30) days advance written notice given to the Investment Advisor. As to the Trustee, the investment direction change, amendment or termination will become effective with advance written notice given to, and signed by, the Trustee. Appointment of Investment Advisor - (continued) Page -2- (6) If, prior to the time Donor changes, amends or provides additional Investment Direction, the Trustee receives income or principal from any source, the Trustee is authorized to invest the funds in a money market-type account at the Trustee's discretion, including an account from which the Trustee may derive a SEC Section 12(b)-I and/or sweep fee. (7) All trust assets, including real and personal property, and tangible and intangible property, will be held in the custody of the Trustee. Trustee agrees to use its best efforts to execute any and all investment directions given to it in writing by the Investment Advisor, provided that Trustee will not be liable to Donor and/or the trust beneficiaries if the investments can not be executed for any reason. (8) Unless otherwise directed in this Agreement and the Trust Agreement, the Investment Advisor shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 Pa.C.S.A. §7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the trust. (9) The Donor directs that the Investment Advisor, in managing and investing the assets of the trust estate, establish, in writing, an appropriate investment policy statement. The investment policy statement shall be reviewed and updated at least annually. (10) Except as otherwise provided in this Agreement, the duties and responsibilities of the Donor, the Investment Advisor and the Trustee will be controlled by the terms of the Trust as more fully described in the Trust Agreement. DONOR (Fiduciary) INVESTMENT ADVISOR JANE W. LONG (date) DOUGLAS T. CHARNEY (date) COMMUNITY TRUST COMPANY, TRUSTEE SUSAN A. RUSSELL, Vice President and Trust Officer (date) CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law firm of Gates, Halbmner & Hatch, P.C., hereby certify that I served a tree and correct copy of the foregoing Petition, including all Exhibits, by Certified United States mail, return receipt requested, postage prepaid, to the following individuals or institutions: Jane W. Long 160 West Part Street Carlisle, PA 17013 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Chamey Charney Investment Group 700 South 28th Street Harrisburg, PA 17103 Office of the Attomey General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 GAT! Lowel Suprc~ 1013 ~BRIgNER & HATCH, P.C. R. Gates, Esquire le Court I.D.//46779 umma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) Date: March _~ , 2003 ORPHANS' COURT DIVISION pETITION FOR REFORMATION OF TRUST AGREEMENT JANE W. LONG CHARITABLE REMAINDER UNITRUST LAW OFFICES OF G~HALBRUNER '&-HATCH, P.C. 1013 MUMMA ROAD, SUITE 100, LEMOYNE, PENNSYLVANIA 17043 IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS ORPHANS' COURT DIVISION CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-2003-0251 CITATION WE COMMAND, you that laying aside all business and excuses whatsoever, you be and appear in your proper person before the Honorable Judges of the Court of Common Pleas, Orphans' Court Division at a session of the said Court there to be held, for the County of Cumberland to show cause why the Petition should not be granted, and the "Amendment to the Jane W. Long Charitable Remainder Unitrust, dated November 1, 1996" and the "Appointment of Investment Advisor" referenced in the Petition should not be approved. This citation shall be returnable within twenty (20) days after service. Witness my hand an official seal of office at Carlisle, Pennsylvania, this 2nd day of April, 2003. Clerk, Orphans' Court Division Cumberland County, Carlisle, PA My Commission Expires on the 1st Monday January, 2006 IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION PRELIMINARY DECREE ]/'t~'- day of~ ,2003, upon consideration of the Lowell R. Gates, Esquire Gates, Halbruner & Hatch, P.C. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Community Trust Company) AND NOW, this foregoing Petition For Reformation of Trust Agreement, a citation is hereby issued upon the following: (1) Jane W. Long, as Donor and Recipient; (2) The Nature Conservancy, as sole charitable remainder beneficiary; (3) the Office of Attorney General for the Commonwealth of Pennsylvania, under itsparenspatriae powers; and (4) Douglas T. Chamey, as proposed Investment Advisor, to show cause why the Petition should not be granted, and the "Amendment to the Jane W. Long Charitable Remainder Unitrust, dated November 1, 1996" and the "Appointment of Investment Advisor" referenced in the Petition should not be approved. This citation shall be returnable within twenty (20) days after service. F( IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - ORPHANS' COURT DIVISION IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST 21-2003-0251 COMMONWEALTH'S OBJECTIONS TO THE PETITION FOR REFORMATION OF TRUST AGREEMENT AND NOW comes the Commonwealth of Pennsylvania, by its Attorney General, D. Michael Fisher, acting in his capacity as parens patriae, and makes the following objections to Petitioner's request to reform the Trust Agreement as proposed: e o I.Lifetime Beneficiary as Trustee The "Donor," who is also the lifetime beneficiary of this Trust, proposes to have powers inserted that would effectively make her a trustee or fiduciary of some sort. In that regard, the Proposed Amendment states in the second paragraph of Article X (1)(1), "During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor .... "After such language the agreement provides four administrative examples of when the Trustee can act without the Donor's written directions. Such control over the Trust elevates the Donor to the level of a fiduciary. The authority that inures to the Donor obviously would include investment authority. Section 7206 of the Probates Estates & Fiduciaries Code provides for delegation of investment .authority and states: A fiduciary shall not be responsible for the investment decisions or actions of the investment agent to which the investment functions are delegated if the fiduciary exercises reasonable care, skill and caution in selecting the investment agent, in establishing the scope and specific terms of the delegation and in reviewing periodically the investment agent's actions in order to monitor the investment agent's performance and compliance with the scope and specific terms of the delegation. 20 Pa. C.S. §7206(b). 6. The Trustee's amendment proposal clearly contradicts the delegation contemplated by our General Assembly in that there is no duty of periodic review; nor is their any apparent duty to exercise reasonable skill in selection of the investment agent. 7. To the extent that the Donor would become a cofiduciary under this proposed amendment to the Trust, paragraph (e) of §7206 becomes applicable and states: A cofiduciary may delegate investment and management functions to another cofiduciary if the delegating cofiduciary reasonably believes that the other cofiduciary has greater investment skills than the delegating cofiduciary with respect to those functions. The delegating cofiduciary shall not be responsible for the investment decisions or actions of the other cofiduciary to which the investment functions are delegated if the delegating cofiduciary exercises reasonable care, skill and caution in establishing the scope and specific terms of the delegation and in reviewing periodically the other cofiduciary's actions in order to monitor the cofiduciary's performance and compliance with the scope and specific terms of the delegation. 20 Pa. C.S. §7206(e). 8. The same concerns as a simple delegation, stated supra, arise but the delegation to a cofiduciary must be made to a cofiduciary of "greater investment skills." Such has not been and, presumably will not be, pled. 9. To the extent that the Amendment does not provide for the Donor's elevation to the status of fiduciary, specifically Trustee, and to the extent that this amendment violates §7206, 10. the Attorney General, as parens patriae and thus as a remainder interest, objects to the Amendment and does not agree to it. The Attorney General is cognizant that the Petitioner mentions the planned consultation of the Chamey Investment Group; however, such pleading does not remedy the underlying problems with the planned amendment. 11. 12. 13. 14. II.Nonliability of Donor Paragraphs 1 through 10 are incorporated as if specifically pled herein. Despite the aforementioned interest in directing investments and administration of this Trust, the Donor proposes to limit her liability to the remainder interests. Specifically, Article X Paragraph (1)(4), on page 4 of the proposed amendment states, Nonliability of Donor for Directed Investments. The Donor shall not be liable to any beneficiary or to any heir for the Donor's acts or failure to act, except for willful misconduct or gross negligence, in directing the investments of the Trust. The Attorney General objects to any limitation of liability for any fiduciary or any individual exercising control over this Trust and does not agree to amending the Trust in this manner. 15. 16. 17. III.Trustee Immunity Paragraphs 1 through 14 are incorporated as if specifically pled herein. The proposed amendment to the Trust Agreement contains several provisions limiting liability of the Trustee, Community Trust Company. For example, the third paragraph of Article X (1)(1) states, "During the Donor's lifetime and unless the foregoing powers have been relinquished, [See Count I of these objections] 18. 19. 20. 21. 22. 23. 24. the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary (including the Recipient) of this Trust, or any heir of the Donor, or any Charitable Organization of this Trust, for losses resulting from such investments or from failure to make investments while the Donor retains these powers. Donor, unless having relinquished this duty in writing, retains the obligation to review investments or make investment suggestions." Donor's "responsibility" referenced in the final sentence of that paragraph is illusory as mentioned in Count II of these objections. More importantly, Trustee is a fiduciary and cannot abrogate its responsibilities to other individuals or entities, including the beneficiaries of this Trust. Basic fiduciary concepts and the Prudent Investor Act, 20 Pa. C.S. {}7201 et seq., specifically {}7206, require periodic review of the Trust but this proposed amendment would delete that responsibility. Community Trust Company is a Trustee not a depository for this Trust, despite the written direction requirement in the proposed amendment and quoted in Paragraph 2 of these objections. The Attorney General does not agree to any limitation on the Trustee's liability for administration of this Trust and objects to any attempt to impose such limitations. Further, the Attorney General does not agree with the underlying premise that the Trustee can necessarily delegate investment and management responsibility to the Donor as proposed. For the aforementioned reasons, the Attorney General will not agree to the proposed amendment and objects to it. 25. 26. 27. 28. IV.Discretion To Place Items In Principal Or Income Paragraphs 1 through 24 are incorporated as if specifically pled herein. On page 6 of the proposed amendment, in the paragraph designated (3), the amendment states, "The Trustee shall have discretion to determine whether items should be charged or credited to income or principal or allocated between income and principal as Trustee may deem equitable and fair under all the circumstances, ...." Principal and income distinctions are appropriately determined pursuant to the Pennsylvania Uniform Principal and Income Act, 20 Pa. C.S. § 8101 et seq., and, although principal and income can be determined differently than the Act if the governing instrument so provides (20 Pa. C.S. §8103(a)(1)), it is not necessary to do so here. The Attorney General does not agree to amending this Trust in this manner and objects to such proposed amendment. 29. 30. 31. 32. 33. V.Environmental Hazard Paragraph Paragraphs 1 through 28 are incorporated as if specifically pled herein. Page 7 of the proposed amendment contains a paragraph designated "(D) Trustee Power to Deal with Environmental Hazards." This proposed paragraph would grant the Trustee specific powers to respond to various environmental issues. The paragraph is not specifically limited to Trust assets and should be so limited. Moreover, the paragraph should include a provision specifically recognizing the Trust's and the beneficiaries rights to seek liability upon the Trustee, and any other person or 34. 35. entity responsible for investment decisions or actions leading to the need for such expenditures and that this paragraph will not limit any such rights. Finally, the paragraph includes language allowing the Trustee to charge such expenses to principal or income "as the Trustee shall determine." Such expenses should be charged in a manner consistent with the Principal and Income Act discussed in Count IV, supra. For the aforementioned reasons, the Attorney General will not agree to such a provision and objects to its inclusion. WHEREFORE, the Attorney General requests that this Court disallow the Proposed Amendments to the Trust. Respectfully submitted, D. MICHAEL FISHER Attorney General By: ALEXIS L. BARBIERI Executive Deputy Attorney General MICHAEL T. FOERSTER Deputy Attorney General Attorney I.D. No. 78766 MARK A. PACELLA Chief Deputy Attorney General Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 (717) 783-2853 Dated: April 21, 2003 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - ORPHANS' COURT DIVISION IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST 21-2003-0251 CERTIFICATE OF SERVICE I, Michael T. Foerster, Deputy Attorney General, Charitable Trusts and Organizations Section, attorney for the Commonwealth herein, depose and say that I caused to be served a true and correct copy of the foregoing Commonwealth's Objections To The Petition For Reformation Of Trust Agreement~by mailing the same first class mail, to those listed below on the ~ ~ r- day of /]~. ,2003. Jane W. Long 160 West Park Lane Carlisle, PA 17013 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Chamey Charney Investment Group 700 South 28th Street Harrisburg, PA 17103 Lowell R. Gates, Esquire Gates, Halbruner & Hatch 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 Office of Attorney General Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 (717) 783-2853 ~IICHAEL T. FOERSTER Deputy Attorney General Attorney I.D. No.: 78766 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - ORPHANS' COURT DIVISION IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST 21-2003-0251 ORDER AND NOW this ~~ day of~bl ,2003, it is hereby noted that the Attorney General has filed Objections to the Petition for Reformation of Trust Agreement and it is ORDERED that the interested parties will attempt to resolve any differences regarding the Petition before the Petition will be considered by this Court. The parties will report to the Court one (1) month after the date of this Order. MIKE FISHER ATTORNEY GENERAL COMMONWEALTH OF PENNSYLVA OFFICE OF ATTORNEY GENEF June 26, 2003 George E. Hoffer, President Judge Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 Re~ Jane W. Long Charitable Remainder Unitrust 21-2003-0251 Dear Judge Hoffer: This letter is to comply with your April 28, 2003 Order in the above captioned matter. In that Order, which followed our entry of objections to a Petition to Amend this trust, you allowed for a month to work out those objections. Please excuse our delay. Because of things that happened since the filing of those objections, it is my belief that the Petition is now mooted. I have expressed this belief to counsel and have heard nothing to contradict it. I hope that this letter will be enough to close this matter; if not, please advise. By copy to counsel, I ask that they advise ifI have misstated anything. Thank you for your time and consideration of this matter. Cc /eh Very truly yoljn's, f,~- ,Z~lcnael '1~ ~oerster Deputy Attorney General Cory J. Snook, Esquire Elizabeth B. Stone, Esquire Ch:.tri~.abl~ & Orga~izations Section, 14~i~ Floor Strawberry Square, t'-[arrisbt~r~ PA I 712!) (717) 783-2853 (717)78%1 t()0 iitx mti~ersier¢/;~allornevgeneral.~zov - OFFICE OF A'I-I'ORNEY GENERAL COMMONWEALTH OF PENNSYLVANIA STRAWBERRY SQUARE HARRISBURG, PA 17120 I,,,lll,,,lll,,,,,,lli,ll,l,,I,I George E. Hoffer, President Judge Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-2003-0251 PRAECIPE TO WITHDRAW PETITION TO THE CLERK OF THE ORPHAN'S COURT: Kindly withdraw the Petition for Reformation of Trust Agreement which was filed for the above-referenced trust. Respect fullyystjbmitted, ;ATES,/~/ffRU~,? ER & HATCH, P.C. Supreme Court I.D. ~/46779 1012[ Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) DATED: July [ 0 , 2003 CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law finn of Gates, Halbruner & Hatch, P.C., hereby certify that I served a tree and correct copy of the foregoing Praecipe, including all Exhibits, by Certified United States mail, remm receipt requested, postage prepaid, to the following individuals or institutions: Elizabeth B. Stone, Esquire Stone, LaFaver, & Shekletski 414 Bridge Street P.O. Box E New Cumberland, PA 17070 (Attorney for Jane W. Long) The Nature Conservancy 4245 North Fairvfax Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Charney Charney Investment Group 700 South 28th Street Harrisburg, PA 17103 Date: July _ ,2003 Office of the Attorney General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14t~ Floor, Strawberry Square Harrisburg, PA 17120 HATCH, P.C. Low~l R. Gates, Esquire Suprprne Court I.D. g46779 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - ORPHANS' COURT DIVISION IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST 21-2003-0251 COMMONWEALTH'S OBJECTION TO THE PETITION TO COMPEL DISTRIBUTION AND NOW comes the Commonwealth of Pennsylvania, by its Attorney General, D. Michael Fisher, acting in his capacity as patens patriae, and makes the following objection to Petitioner's request to compel distribution: 1. Petitioner, Community Trust Company, makes various allegations of fact involved in a dispute between itself and Jane W. Long, Settlor and life beneficiary of this trust. The Commonwealth takes no position as to the facts and circumstances summarized. 2. The Commonwealth objects to the fees and costs, proposed in the petition, which are to be charged to the trust for that period after the time covered by the First and Partial Accounting. Those fees are excessive and the Attorney General demands strict proof, of the va~ue of services rendered. WHEREFORE, the Attorney General requests that this Court disallow those fees to be charged for services after the period covered by the First and Partial Accounting. Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 (717) 783-2853 Dated: November 17, 2003 Respectfully submitted, D. MICHAEL FISHER Attorney General ALEXIS L. BARBIERI Executiv. e Deputy Attorney Gene~/~ By: ~~~ ~VIICHAE/T. FOERSTER Deputy Attorney General Attorney I.D. No. 78766 MARK A. PACELLA Chief Deputy Attorney General IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - ORPHANS' COURT DIVISION 1N RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST 21-2003-0251 CERTIFICATE OF SERVICE I, Michael T. Foerster, Deputy Attorney General, Charitable Trusts and Organizations Section, attorney for Plaintiff herein, depose and say that I caused to be served a true and correct copy of the foregoing Commonwealth's Response to the Petition to Compel Distribution by mailing the same first class mail, to counsel or parties at the addresses below on the 17th day of November, 2003. Elizabeth B. Stone, Esquire 414 Bridge Street Post Office Box E New Cumberland, PA 17070 Douglas T. Chamey Charney Investment Group 700 South 28th Street Harrisburg, PA 17103 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Lowell R. Gates, Esquire Gates, Halbmner & Hatch 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 Office of Attorney General Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 (717) 783-2853 ~TER Deputy Attorney General Attorney I.D. No.: 78766 INRE: JANE W. LONG CHARITABLE REMAINDER TRUST : IN THE COURT OF COMMON PLEAS : ORPHANS' COURT DIVISION : CUMBERLAND COUNTY, PENNSYLVANIA :NO. PRELIMINARY DECREE AND NOW, this __ day of October, 2003, upon consideration of the annexed Petition to Compel, a Citation is to be issued to Jane W. Long, The Natnre Conservancy, Donglas T. Charne¥ and the Charitable Trusts and Organizations Section of the Office of the Attorney General of the Commonwealth of Pennsylvania, to show cause, if any there may be, why an Order should not be issued directing Douglas T. Charney, Senior Vice President-Investment Officer, Charney Investment Group to reimburse the Jane W. Long Charitable Remainder Unitrust in the amount of $5,832.53, plus filing fees, cost and legal fees incurred subsequent to the aforementioned legal fees, for failing to comply with the Court Ordered Statement of Proposed Distribution from the First and Partial Account, and further directing that, upon the payment of all obligations due and owing under this Petition, that Petitioner, Community Trust Company, shall execute the Appointment of Successor Trustee and officially relinquish its status as Trustee of the Jane W. Long Charitable Remainder Unitrust. Citation shall be returnable in twenty (20) days from the date of service hereof. Lowell R. Gates, Esquire Gates, Halbruner & Hatch, P.C. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Community Trust Company) BY THE COURT INRE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-03-0251 PETITION TO COMPEL DISTRIBUTION AND NOW, comes Community Trust Company (hereinafter "Petitioner"), by and through its attorneys, Gates, Halbruner & Hatch, P.C., and respectfully makes the following petition: 1. Petitioner is a Pennsylvania regulated trust company having its principal offices at 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Jane W. Long is an adult single woman, with a principal address of 160 West Park Street, Carlisle, Cumberland County, Pennsylvania 17013. 3. On November 1, 1996, an inter vivos trust agreement entitled the "Jane W. Long Charitable Remainder Unitrust" (hereinafter the "Trust") was established by and between Jane W. Long, as the Donor, and Mentor Trust Company, as the Trustee. A copy of the trust agreement is attached hereto as Exhibit "A" and is incorporated herein by reference. 4. After the Trust was established, Mentor Trust Company was acquired by, and became the successor-in-interest to, First Union Bank. 5. On August 15, 2000, Jane W. Long, as the Donor, removed First Union Bank as the Trustee and simultaneously appointed Community Trust Company as the successor Trustee. A copy of the Appointment of Successor Trustee dated August 15, 2000, which appointed Community Trust Company as successor Trustee, is attached hereto as Exhibit "B" and is incorporated herein by reference. 6. Article II of the Trust provides, in pertinent part, that Jane W. Long, as the "Recipient," is entitled to a unitrust amount (distribution) during her lifetime, equal to nine percent (9%) of the net fair market value of the assets of the Trust valued as of the first day of each taxable year of the Trust. 7. Article IV of the Trust provides, in pertinent part, that The Nature Conservancy (erroneously identified as "Nature's Conservancy") is the sole charitable remainder beneficiary of the principal of the Trust following the death of Jane W. Long, as the Recipient. 8. The remainder beneficiary of the Trust is The Nature Conservancy, which is a charitable organization. The Office of Attomey General for the Commonwealth of Pennsylvania supervises legal issues for charities under its parens patriae powers. Pa. O.C.R. 5.5; In re Milton Hershey School Trust, 807 A.2d 324, 326 (Pa. Cmwlth. 2002). Therefore, the Office of Attorney General is a party to this Petition. 9. Article IX of the Trust provides, in pertinent part, that the Trust is irrevocable, but the Trustee may, acting alone, amend the trust agreement to continue the Trust's qualification as a charitable remainder unitrust with the meaning of Internal Revenue Code Section 664(d)(2) and the corresponding regulations. 10. From the date that Community Trust Company became successor Trustee, on August 15, 2000, the Donor, Jane W. Long, requested that Community Trust Company delegate the investment responsibility to Douglas T. Chamey, Senior Vice President - Investment Officer, 2 Charney Investment Group, now of 700 South 28th Street, Harrisburg, Dauphin County, Pennsylvania 17103 (hereinafter called "Investment Advisor"), and in fact, the appointment of Community Trust Company as successor Trustee was conditioned on Community Trust Company's agreement to delegate investment responsibility to Douglas T. Charney. 11. In fact, from August 15, 2000 through the present time, Community Trust Company delegated, and continues to delegate, the investment responsibility to Douglas T. Charney at the request of the Donor, Jane W. Long. 12. This delegation of investment responsibility created a unique situation in that the Trustee had essentially no control over the assets held in the Trust. 13. Community Trust Company was advised by the Pennsylvania Department of Banking, which has regulatory authority over Community Trust Company, that the investment delegation is not permitted under the trust agreement and is questionable because Community Trust Company remains liable for the investment decisions and actions of Mr. Charney. 14. After failed attempts at resolving the situation informally, Community Trust Company filed a First and Partial Accounting for the period August 15, 2000 through January 31, 2003 for its actions as Trustee of the Jane W. Long Charitable Remainder Unitrust dated November 1, 1996, with this Honorable Court on or about March 21, 2003. 15. Community Trust Company then filed a Petition for Reformation of Trust Agreement on or about March 28, 2003. 16. The purpose of the Petition for Reformation was to reform the trust agreement so that it would grant authority to the Trustee to delegate investment authority to an investment 3 advisor (which in this case would be Mr. Chamey), as permitted under Pennsylvania's recently adopted Prudent Investor Rule (20 Pa. C.S. §7206(a)) which provides that a fiduciary may delegate investment functions that a prudent investor of comparable skills might delegate under the circumstances. 17. The Petition was also filed so that Community Trust Company would no longer be liable for the investment decisions and actions of Mr. Chamey, over which Community Trust Company had no control, which limitation on the Trustee's liability is permitted under Pennsylvania's recently adopted Prudent Investor Rule (20 Pa. C.S. §7206). 18. On or about April 1, 2003, Judge Hoffer of this Honorable Court signed a Preliminary Decree directing the following individuals and organizations: Jane W. Long, as Donor and Recipient; The Nature Conservancy, as sole remainder charitable beneficiary; the Office of the Attorney General for the Commonwealth of Pennsylvania, under its patens patriae powers; and Douglas T. Chamey, as proposed Investment Advisor, to show cause why the Petition should not be granted. 19. On or about April 21, 2003, the Office of Attorney General for the Commonwealth of Pennsylvania filed objections to the Petition for Reformation of Trust Agreement. 20. None of the other individuals or organizations responded to the Preliminary Decree on the Petition for Reformation of Trust Agreement. 21. None of the individuals or organizations responded to, or filed objections to, the First and Partial Accounting. 4 22. On or about April 22, 2003, Judge Hoffer of this honorable Court confirmed absolutely the First and Partial Accounting and it was decreed that distribution should be made in accordance with the Statement of Proposed Distribution that was part of the accounting. 23. The distribution to be made pursuant to the Statement of Proposed Distribution consisted entirely of the payment of $5,484.50 to the law firm of Gates, Halbruner & Hatch, P.C. for legal fees incurred from January 10, 2002 through and including the preparation and filing of the First and Partial Account and the Petition for Reformation. 24. Gates, Halbruner & Hatch, P.C. had been hired by the Community Trust Company, as Trustee of the Jane W. Long Charitable Remainder Unitrust. 25. Because the Trustee, Community Trust Company, did not control or have custody over the assets held in the trust, the Trustee requested Mr. Chamey to make the distribution in accordance with the court order and Statement of Proposed Distribution. 26. To date, upon the advice of Elizabeth B. Stone, Esquire, counsel for Jane W. Long, Mr. Chamey has refused to make any distribution. 27. On or about May 5, 2003, Jane W. Long signed a document entitled "Appointment of Successor Trustee" which purports to removed Community Trust Company as Trustee of the Trust, although the documents does not actually provide that Community Trust Company is removed as Trustee, and which appoints Jane Long's daughter, Mary Elizabeth Long as Successor Trustee. A true and correct copy of this Appointment of Successor Trustee is attached hereto as Exhibit "C" and is incorporated herein by reference. 28. On or about May 6, 2003, Elizabeth B. Stone, Esquire, counsel for Jane W. Long, 5 sent a letter to Community Trust Company stating, among other things, that Jane W. Long would waive a final accounting of the trust and desired to have Community Trust Company removed as Trustee. A true and correct copy of this letter is attached hereto as Exhibit "D" and is incorporated herein by reference. 29. On or about May 6, 2003, Elizabeth B. Stone, Esquire, counsel for Jane W. Long, sent the Appointment of Successor Trustee to Community Trust Company. 30. In response thereto, counsel for the Trustee, in a letter dated May 7, 2003, indicated that they would prepare Receipt and Release Agreements for execution by Jane Long, as Donor and lifetime Recipient, and for The Nature Conservancy, as remainder beneficiary in lieu of a Second and Final Accounting. In addition, the letter stated that a Praecipe to Withdraw the Petition for Reformation of Trust would be filed, since the issue had become moot. A true and correct copy of this letter is attached hereto as Exhibit "E" and is incorporated herein by reference. A tree and correct copy of the Receipt and Release Agreement, along with the proposed distribution, is attached hereto as Exhibit "F" and is incorporated herein by reference. 31. In light of the fact that Community Trust Company will be removed as Trustee and as agreed to in the May 6 & 7, 2003 correspondence, the Praecipe to Withdraw the Petition for Reformation of Trust was filed on or about July 10, 2003. 32. In addition, Community Trust Company, through its counsel, stated that it would not relinquish control of the Trust and would not sign the Appointment of Successor Trustee document until the distributions under the Statement of Proposed Distribution from both the confirmed First and Partial Account, and the Receipt and Release Agreements were paid. 33. Despite communication by the Trustee and its counsel to Elizabeth Stone, Jane Long and Douglas Chamey, to date, they have not complied with the Order of distribution and have not agreed to take any steps to transfer the Trust to the new successor Trustee. 34. Normally, a Trustee can retain control of trust funds until all obligations have been satisfied before turning over those trust funds to a Successor Trustee. 35. Because of the unique nature of the present relationships, the very problem that led to the current situation in which the Trustee does not control the trust assets, Community Trust Company has no leverage to have its obligations met. 36. Because Mr. Chamey has been in control of all trust assets, and has not had the burden of responsibility or liability, Community Trust Company must obtain Receipt and Release Agreements before it officially relinquishes its title as Trustee. 37. Jane Long, her counsel Elizabeth Stone and Mr. Chamey have changed the address on all brokerage accounts held by Mr. Chamey (which represent all of the trust assets) away from Community Trust Company's address even though Community Trust Company is still listed on those accounts as the Trustee. A true and correct copy of the change of address confirmation is attached hereto as Exhibit "G" and is incorporated herein by reference. 38. The ownership on the brokerage accounts held by Mr. Chamey (which represents all of the trust assets) cannot be changed from Community Trust Company to the successor Trustee without the consent and signature of Community Trust Company. 39. Jane Long, her counsel Elizabeth Stone, and Mr. Chamey have tried to circumvent the court ordered distribution from the First and Partial Account and have attempted relieve themselves of any and all obligations to Community Trust Company without following proper 7 procedures. 40. Because of the actions of Jane Long, her counsel Elizabeth Stone, and Mr. Chamey, Community Trust Company has no way of knowing what is going on with the trust assets while it is still officially listed as the owner of, and is still legally responsible as, the Trustee of the Jane W. Long Charitable Remainder Unitrust. 41. As a result of the actions of Jane Long, her counsel Elizabeth Stone, and Mr. Chamey, Community Trust Company has been forced to expend substantial legal fees in attempting to get this matter resolved. 42. This matter could have easily been resolved in April or May, 2003, if only the court ordered distribution had been made, and the Receipt and Release Agreements, in lieu of a Second and Final Account, had been executed by Jane Long. 43. Petitioner, as the Trustee, desires to obtain this Orphans' Court's approval of the Schedule of Distribution and Expenses from the Receipt and Release Agreement, as referenced herein as Exhibit "F." 44. Petitioner, as the Trustee, desires this Orphan's Court to compel distribution from trust assets in accordance with the court ordered distribution from the First and Partial Account and the proposed Schedule of Distribution and Expenses from the Receipt and Release Agreements. 45. Petitioner, as the Trustee, requests that Mr. Charney be ordered to reimburse the trust for those expenses and attorneys' fees caused by his refusal to abide by the court's ordered distribution, which has led to the within action, and to forward the payments to Community Trust Company. 46. In the alternative, Petitioner, as the Trustee, desires this Orphan's Court to order the payment of all expenses and legal fees from trust assets and to order Mr. Chamey to release the funds from the brokerage accounts and forward payments to Community Trust Company. 47. The fair market value of the Trust principal was $152,131.42 as of January 31, 2003, and therefore, sufficient funds should exist with which to accomplish the above-described payments. 48. The Trust has its situs in Cumberland County, Pennsylvania, wherein the Donor and the current Trustee are located. 20 Pa. C.S. §724(b)(1)(i). WHEREFORE, Petitioner respectfully requests that the Court issue a rule on all interested parties, to show cause, within twenty (20) days, why this Petition should not be granted, along with all other relief which this Court deems appropriate. Respect~ submitted, GATE~, 7AL~R~ER & HATCH, P.C. Lowe 1 R. Gates, Esquire Supre ne Court I.D. #46779 10134dumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) DATED: /~~ ~3, 2003 VERIFICATION The undersigned hereby verifies that the facts averred in the foregoing petition are tree and correct to the best of her knowledge, information and belief. This verification is made subject to the penalties of 18 Pa. C.S. §4904 relating to unswom falsification to authorities. COMMUNITY TRUST COMPANY BY: SUSAN A. RUSSELL, ACTING PRESIDENT AND CEO Dated: ,]~/.~.32..~ ,2003 10 EXHIBIT "A" CHARITABLE REMAINDER UNITRUST On this / day of November, 1996, I, lane W. Long, ("THE DONOR") desiring to establish a charitable remainder unitrust, within the meaning of Revenue Procedure 89-20 and section 664 (d) (2) of the Internal Revenue Code ("THE CODE") hereby create the Jane W. Long Charitable' Remainder Unitrust and designate lVlENTOR TRUST CO~ANY, a trust company authorized to do business in the Commonwealth of Pennsylvania, as the initial Trustee ("THE TRUSTEE").. Funding of Trust The Donor transfers to the Trustee the property described in Schedule A, and the Trustee accepts such property and agrees to hold, manage and distribute such property of the Trust under the terms set forth in this Trust instrument. .Payment of lJnitrust Amount. A. The Trustee shall pay to lane W. Long ("THE REC~IENT") in each taxable year of the Trust during the Recipient's life a unitrust amount equal to nine percent (9%) of the net fair market value of the assets of the Trust valued as of the first day of each taxable year of the Trust ("THE VALUATION DATE"). B. The unitrust amount shall be paid in lump sum annual amounts, in advance, from income and, to the ex'tent that income is not sufficient, from principal. C. Any income of the Trust for a taxable year in excess of the unitrust amount shall be added to principal. D. If the net fair market value of the Trust assets is incorrectly determined, then within a reasonable period after the value is finally determined for. Federal tax purposes, the Trustee shall pay to the Recipient (in the case of an undetwaluation) or receive from the Recipient (in the case of an overvaluation) an amount equal to the difference be~veen the unitrust amount properly payable and the unitrust amount actually paid. l~I. Proration of the Unitrust Amount If the number of days included in the payment period in any taxable year of the Trust is less than three hundred sixty-five (365) days, (three hundred six-ty-six (366) days if the taxable years includes February 29), the unitrust amount payable in such taxable year or years shall be prorated on a daily basis. IV. .Distribution to Charity. Upon the death of the Recipient, the Trustee shall distribute al/of the then i~rincipal and income of the Trust (other than the amount due Recipieaxt or Recipient's estate, under sections 2 and 3, above) to Nature's Conservancy ("CHARITABLE ORGANIZATIOlq,,). Ifthe Charitable Organization is not an organization described in sections 170 (c), 2055 (a) and 2522 (a) of The Code at the time when any principal or income of the Trust is to be distributed to it, then the Trustee shall distribute such principal or income to such one or more organ/zat/ons described in sect/on 170 (c), 2055 (a) and 2522 (a) as the Trustee shall select in its sole discretion. V'. ~Additional Contr/butions If any addMonal contributions are made to the Trust a~er the initial contribut/on, the unitrust amount for the year which the additional contribution is made shall be nine percent (9%) of the sum of(a) the net fair market value of'the Trust assets as of the first day of the taxable year (excluding thc assets so added and any income fi'om, or appreciation on, such assets) and Co) that proportion of the value of the assets so added that was excluded under (a) that the number of days in the period that begins with the date of contribution and ends with the earlier of the last day of the taxable year or the Recipient's death bears to the number of days in the per/od that begins on the ~ day of such taxable year and ends with the earlier of the last day in such taxable' year or the Redpient's death. In the case where there is no valuation date atter the time of contr/bution, the assets so added shall be valued at the time of'conn'/but/on. VI. P_rohibited Transactions. A. The income of the Trust for each taxable year, and the princ/pal of the Trust that the income is not sufficient, shall be distributed as such time and in such manner as not to subject the Trust to tax under sect/on 4942 of'The Code. Except for the payment of the un/trust amount to the Recipient, the Trustee shall not engage in any act of'self-dealing, as deCaned in section 4941 (d) of The Code, and shall not make any taxable expenditures, as defined in sect/on 4945 (d) of The Code. The Trustee shall not make any investments that jeopardize the char/table purpose of the Trust, within the meaning of section 4943 and sect/on 4944 of The Code, or retain any excess business holdings, within the meaning of section 4943 of The Code. B. Nothing in this instrument shall be construed to restrict the Trustee fi.om investing the Trust assets in a manner which would result in the annual realizer/on of' a reasonable amount of the net income or gain fi.om the sole or disposition of'Trust assets. C. If at any time any amounts of'net income or principal become distributable to me while I am under legal disability, or/n the reasonable opinion of my Trustee am incapable of 2 properly managing my financial affairs~' the Trustee may make those distribution directly to a duly appointed guardian of my estate or person, or may otherwise expend the amounts to be distributed for my benefit in such manner as the Trustee considers reasonably advisable. D. Except as otherwise provided by law, no interest of mine hereunder shall be subject to anticipation, to claims for alimony or support, to voluntary transfer without the written consent of the Trustee, or to involuntary transfer in any event. Taxable Year. The taxable year of the Trust shall be the calendar year. VIII. _Governing l.aw. The operation of the Trust shall be governed by the laws of the Commonwealth of Pennsylvania. However, the Trustee' is prohibited fi.om exercising any power of discretion granted under said laws that would be inconsistent with the qualification of the Trust under section 664 (d) (2) or The Code and the corresponding regulations. , E~. _Limited Poxver of Amendmentl The Trust is irrevocable. However, the Trustee shall have the power, acting alone, to amend the Trust in any manner required for the sole purpose of ensuring that the Trust qualifies and continues to qualify as a charitable remainder unitrust within the meaning of section 664 (d) (2) of The Code. X. .Investment of Trust Assets A. Except as otherwise provided in Section I17 of this instrument, the Trustee shall have the foregoing powers with respect to the Trust held under this instrument, exercisable in the discretion of the Trustee: 1. To retain for any period of time without limitation, and without liability for loss or depreciation in value, any property transferred to the Trustee, including partnership interests (whether general, special, or limited), even thou~ the Trustee could not properly purchase the property as a trust investment and though its retention might violate principles of investment diversification; 2. To sell at public sale, wholly or partly for cash or on credit, contract to sell, grant or exercise options to buy, convey, transfer, exchange or lease (for a term within or extending beyond the term of the Trust) any real or personal property of the Trust, and to partition, dedicate, grant easements iff' or over, subdivide, improve, and remodel, repair or raze improvements on any real property of the Trust, and in general to deal otherwise with the Trust property in such manner, for such prices, and on guch terms and conditions as any individual might do as. outright owner of the property; · 3. To invest in bonds, common or preferred stocks, notes, real estate mortgages;, common Trust funds, shares of regulated investment companies, currencies, partnership interests (whether general, special or limited), annuities or other securities or property, real or personal, domestic or foreign, without being limited by an statute o governing investments by Trustees; Y r rule of law 4. To make allocations, divisions and distributions of Trust property in cash in kind, or partly in each; to allocate different kinds or disproportionate shares of property or undivided interests in property among 'the beneficiaries or separate Trusts; and to determine the value of any property so allocated, divided or distributed; 5. To exercise in person or by general or limited proxy all voting and other rights, powers and privileges and to take all steps to realize all benefits with respect to stocks or other securities; and to enter into or oppose, alone or with others, voting Trusts, mergers, consolidations, foreclosures, liquidations, reorganizations, or other changes in the financial' structure of any corporation; 6. To cause any security or other property to be held, without disclosure of any fiduciary relationship, in the name of the Trustee, in the name of a nominee or in unre~stered form; 7. To pay all expenses incurred in the administration of the Trust, including reasonable compensation to any Trustee, and to employ or appoint and pay reasonable compensation to accountants, depositories, investment counsel, attorneys, attorneys-in-fact, and agents (with or without discretionary powers); 8. To deal with the fiduciary or fiduciaries of any other Trust or estate, even though the Trustee is also the fiduciary or one of the fiduciaries of the other Trust or estate; 9. To compromise or abandon any claim in favor of or against the Trust; 10. To execute instruments of any kind, including instruments containin~ covenants and warranties binding upon and creating a charge against the Trust property, an~ containing provisions excluding personal liability.; and - 11. To perform all other acts necessary for the proper management, investment and distribution of the Trust property. - B. The powers granted in'/his Article shall be in addition to those granted by law and may be exercised even afmr termination of this Trust hereunder until actual distribution of all Trust principal. C. To the extent that such requirements can legally be waived, no Trustee hereunder shall ever be required to give bond or security as Trustee, or to qualify before, be appointed by or account to any court, or to obtain the order or approval of any court with respect to the exercise of any power or discretion granted in this instrument. D. 'The Trustee's exercise or nonexercise of powers and discretions in good faith shall be conclusive on all persons. No person paying money or delivering property to the Trustee hereunder shall be required or privileged to see to its application. The certificate of the Trustee that the Trustee is acting according to this instrument shall fully protect all persons dealing with a Trustee. E. I dkect that, irrespective of any tax apportionment statute or similar rule of law of any jurisdiction otherw/se applicable, under no circumstances shall any estate, inheritance or other death taxes imposed under the laws of any jurisdiction be paid or provided for out of or be recoverable from the Trust principal. F. Nothing in this Trust instrument shall be construed to restrict the Trustee from' investing the Trust assets in a manner that could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of Trust assets. XI. _Successor Trustee. A. Any Trustee may resign at any time during my lifetime by ~ving prior written notice to me. B. Except as otherwise provided in Paragraphs D and E of this Article, if Mentor Trust Company ceases to act as Trustee hereunder for any reason, or if any successor Trustee appointed as hereinatSer provided ceases to act as Trustee hereunder for any reason, the person or persons indicated in Paragraph F of this Article shall, by written instrument, appoint any person, or any bank or Trust company, within or outside the Commonwealth of Pennsylvania. as successor Trustee. C. The person or persons indicated in Paragraph F of this Article may at any time, by written instrument, approve the accounts of the Trustee with the same effect as if the accoums had be approved by a court having jurisdiction of the subject matter and of all necessary parries. D. If any corporate Trustee designated to act or at any time acting merged with or transfers substantially all of its assets to another corporation, or is hereunder is in any other manner reorganized or reinc0rporated, the resulting or transferee corporation shall become Trustee in place of its corporate predecessor. E. As often as the Trustee shall deem such action to be advantageous to the Trusts or to any beneficiary, the Trustee may, by written instrument, resign and appoint as substitute Trustee with respect to all or any part of the Trust Principal, including property as to which the Trustee cannot act, any person, or any bank or Trust company, within or outside the Commonwealth of Pennsylvania. The substitute Trustee shall have all of the title, powers and discretion 'of the original Trustee, but shall exercise the same under the supervision of the resigning Trustee, who shall act as adviser to the substitute Trustee. The adviser may at any time remove the su. bstitute Trustee by written instrument delivered to the substitute Trustee. Upon the removal or resignation of the substitute Trustee, the adviser may resume the office of Trustee or may continue to act as adviser and appoint another substitute Trustee. Any adviser may receive reasonable compensation for services as adviser. F. The Donor reserves the right to dismiss the Trustee and to appoint a successor Trustee. A successor Trustee may be appointed pursuant to Paragraph B of this Article and the accounts of the Trustee may be approved pursuant to Paragraph C of this article by me. If I am then under legal disability, the instrument of appointment or approval may be signed (either/jointly) by the duly appointed guardian of my estate. G. The incumbent Trustee shall have all of the title, powers and discretion granted t~ the original Trustee, without court order or act of transfer. No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee. With the approval of the person or persons indicated in Paragraph F of this Article who may approve the accounts of the Trustee, a successor Trustee may accept the account furnished, if any, and the property delivered by or for a predecessor Trustee without liability for so doing, and such acceptance shall be a full and complete discharge to the predecessor Trustee. hq' WITNESS WIa-~.tLEOF, intending to be legally bound hereby, the Parties set their hands and seals the day and year first above written. CONhMON-WEALTH OF PENNSYLVA~NIA COUNTY OF DAUPHIN e~. Long : SS. On this the ] day of November, 1996, before me the undersigned officer, personally appeared Jane W. Long, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledge that she executed the same for the purpose therein contained. Ih' WITNESS WIt-EREOF, I hereunto set.my hand and official seal. My commission expimq_ · L~! Commission Expires blay 2, 1998 Notary Public ' -- Nu;r,~,, P .en~'Wma_ ' As.mm~ of Homes written.This Trust crearea oy the forgoing instrument is accepted as of the day and year last above Attest: TRUSTEE: M2ENTOR TRUST COMPANY By: By: On this, the day of November, 1996, before me, the. undersioned officer, personally appeared ----'-- _, who acknowledged himself to be th& ~ of Mentor Trust Company, a corporation, and that he as such , being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as h-'q' WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: Notary Public SCqtEDULE OF PROPERTY This schedule is attached to and forms part of that certain Trust Agreement executed by Jane W. Long on November 1, 1996, and known as the Jane W. Long Charitable Remainder Unitrust Agreement Dated November 1, 1996, and identifies the initial trust property held subject to the'trust thereunder. Name of Stock No. of Shares 1. ~ 127 2. Computer Associates 1525 3. Trinity Industries Value of Stock EXHIBIT "B" COPY _IN RE: JANE W. LONG CHA~ABL~, REMAINDER UNi'IRUST DATED NOVEMBER 1 1996 APPOINTMENT OF SUCCESSOR TRUSTEE i~/'t THIS APPOINTMENT OF SUCCESSOR TRUSTEE is executed in triplicate on this day of August, 2000, by and between JANE W. LONG, now of Cumberland County, Pennsylvania, and COMMUNITY TRUST COMPANY, a Pennsylvania Trust Company with its principal offices at 3907 Market Street, Camp Hill, .Pennsylvania 17011. WHEREAS, the JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 (herein called the "Trust") was executed by and between JANE W. LONG, as the Donor, and MENTOR TRUST COMPANY, as Trustee; WHEREAS, MENTOR TRUST COMPANY was succeeded in interest by FIRST UNION BANK following the execution of the Trust; WHEREAS, JANE W. LONG reserved the right under the Trust to dismiss the Trustee and to appoint a successor Trustee under paragraph XI.(F); WHEREAS, JANE W. LONG desires to dismiss FIRST UNION BANK, successor in interest to MENTOR TRUST COMPANY, as Trustee of the Trust; WHEREAS, JANE W. LONG desires to appoint COMMUNITY TRUST COMPANY as successor trustee with all the duties and powers, including discretionary powers, granted under the Trust or by law; and, WHEREAS, COMMUNITY TRUST COMPANY, desires to accept such appointment as Successor Trustee; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that JANE W. LONG, hereby appoints COMMUNITY TRUST COMPANY as successor trustee of the Trust to serve with all the duties and powers, including discretionary powers, granted under the Trust or by law. COMMUNITY TRUST COMPANY hereby accepts the irrevocable transfer, assignment and delivery to it and its successors and assigns of the Trust assets listed on Schedule A, attached hereto and made a part hereof, and undertakes to hold, manage, invest and reinvest such assets, and to distribute the income and principal of the Trust, in accordance with the provisions of the Trust. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first written above. WITNESS: COMMONWEALTH OF PENNSYLVANIA COUNTY OF (SEAL) SS: On this, the /5~'~- day of August, 2000, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. Notary l~b~c My Commission Expires: The f,o.~,re, fioing instrument was delivered and is hereby accepted at Camp Hill, Pennsylvania, on August O ,r'~000. ATTEST: COMMUNITY TRUST COMPANY ICm E y 0 tmR-mr :SCER, SENIOR VICE-PRESIDENT AND TRUST MANAGER SCHEDULE "A" SC~qEDULE REFERRED TO IN THE ANNEXED A~'~o~~ o~ sm~sso~ ~s~ DATED: AUGUST ~, ~'~00 ASSETS RECEIVED BY COMMUNITY TRUST COMPANY, AS SUCCESSOR TRUSTEE property Description: EXHIBIT "C" ONG : . CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1992 APPOINTMENT OF SUCCESSOR TRUSTEE THIS APPOINTMENT OF SUCCESSOR TRUSTEE is executed in triplicate on this 5=h day of May, 2003, by and between JANE W. LONG, now of CumberJ. and County, Pennsylvania, and MARY ELIZABETH LONG, of Hartford, Co~necticu'~. WHEREAS, the JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996, (herein called the "Trust") was executed by and between JANE W. LONG, as the Donor, and COI4MUNITY TRUST COMPANY, as Trustee; and WHEREAS, JANE W. LONG reserved the right under the Trust to dismiss the Trustee and to appoint a successor Trustee under paragraph XI. (F); and WHEREAS, JANE W. LONG desires to dismiss COMMUNITY TRUST COMPANY as Trustee of the Trust; and WHEREAS, JANE W. LONG desires to appoint MARY ELIZABETH LONG as successor Trustee with all the duties and powers, including discretionary powers, granted under the Trust or by law; and WHEREAS, MARY ELIZABETH LONG, desires to accept such appointment as Successor Trustee. NOW, THEREFORE, KNOWN ALL MEN BY THESE PRESENTS, that JANE W. LONG, hereby appoints 14ARY ELIZABETH LONG as successor Trustee of the Trust to serve with all the duties and powers, including discretionary powers, granted under the Trust or by law. MARY ELIZABETH LONG hereby accepts the irrevocable transfer, assign- ment and delivery to it and its successors and assigns of the Trust assets listed on Schedule A, attached hereto and made a part hereof, and undertakes to hold, manage, invest and reinvest such assets, and to distribute the income and principal of the Trust, in accordance with the provisions of the Trust. ~d Nug~:tt £00~ 0t 'ln£ ~£SLL£LLIL : 'ON XU~ : NO~3 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and/~.eals the day and year first written above. WITNESS: : ss. ~OUNTY/O~/~MBERLAND : (~ this the 5 JANE (SEAL) day of May, 2003, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. KAYE FL LUG3(EY, NolaJ'y Pubtlc [ Hew CurAberland eero. Cund~ Co. I The foregoing instrument was delivered and is hereby accepted this ~./~//] day of 4~, 2003. ATTEST: £d NULE:II £OOE OI -[n£ ~£SLLfLLIL : 'ON ×U~ EXHIBIT "D" DAVID H. STONE GERALD J. SHEKLETSKI ELIZABETH B. STONE STONE L_~FAVER & SHEKLETSKI ATTORNEYS AT LAW 414 BRIDGE STREET POST OFFICE BOX E NEw CUMBERLAND. PA 17070 www. stonelaw, net May 5, 2003 OF COUNSEL CHARLES H. STONE JON E LAFAVER TELEPHONE (7 ! 7) 774-7435 FACSIMILE (7!7) 774-3869 Cory Snook, Esquire Gates, Halbruner & Hatch, P.C. 1013 Mumma Road SuiTe I00 Camp Hill, PA 17011 Re: Jane W. Long Charitable Remainder Unitrust Dear Attorney Snook: As you know, our law firm represents the interests of Mrs. Jane W. Long. It is my understanding that you are the attorney for the Community Trust Company and; as such, ask that you receive this request on behalf of your client. We were initially going to file this resignation request months ago, but were concerned once the Court was involved that we should wait until the dust settled. That no longer being a viable option, my client now requests the following. After much discord over the past several years between Mrs. Long and Community Trust, my client has decided to act upon her powers vested in her as Donor/Settlor to her Unitrust, created by her on November 1, 1996. Mrs. Long kindly demands that your client immediately be removed as Trustee to the Unitrust. This ability is reserved by her in Paragraph XI.(F) and in pertinent part reads "The Donor reserves the right to dismiss the Trustee and to appoint a successor Trustee. A successor Trustee may be appointed pursuant to Paragraph B of this Article and the account of the Trustee may be approved pursuant to Paragraph C of this article by me..." Given the actions by your client over the last several months, it became clear to Mrs. Long that your client no longer considered her interests primary in the managing of her unitrust. The correspondence and pending petitions filed on behalf of Community Trust indicate to me that your client was willing to go against both the lifetime interest and the charitable remainder interest when they filed these documents. Contemporaneous with this letter, Mrs. Long is hereby designating her daughter, Mary Elizabeth Long, as Trustee for the trust. With this change, she has indicated that Mary Elizabeth Long, as Trustee, desires that the corpus of the Trust to remain with Chamey Investment Group. Since a First and Final Accounting was filed by Community Trust for the period November 17, 2002 to January 31, 2003, our client is willing to waive a final accounting of the trust at this time. Importantly, my client wishes that any transfer of securities or equities that would be necessary to finalize Mrs. Long's request of transfer of Trustee be done IN KIND. In other words, NO LIQUIDATION of FUNDS. I am confident that Community Trust will abide by the wishes of the Donor and resign immediately. We believe that this is in everyone's best interests and will avoid any further necessity of Court involvement. I would imagine that your firm would prefer not to have the Court involved at this time. Please do not hesitate to contact me immediately should you have any questions on the wishes of my client. I want to be clear with no misunderstanding that Mrs. Long wants Community Trust out, her daughter appointed immediately as Trustee, and that there will be no liquidation of funds. Given the urgency of this problem, Mrs. Long has reviewed this letter, and has authorized me to act upon this request. Unfortunately, she was not able to come into the office today to sign. We will forward Mrs. Long's Appointment of Successor Trustee tomorrow morning. We appreciate your anticipated cooperation, and thank you in advance for your quick performance. Very truly yours, STONE LaFAVER/~& SHEKLETSKI Elizabeth B. S cc: Susan A. Russell, Community Trust CompaB9 (via fax) Michael Foerster, Esquire, Office of Atton/l/ey General_(via Douglas T. Chamey, Chamey Investment/Group (via fax)// Susan Gutchess, The Nature Conservancy (via fax) EXHIBIT "E" LAW OFFICES OF ~ 1013 MUMMA ROAD ° SUITE 100 · LEMOYNE, PENNSYLVANIA 17043 (717) 731-9600 · FAX: (717) 731-9627 May 7, 2003 LOWELL R. GATES Also Admitted to Massachusetts Bar MARK E. HALBRUNER Also Admitled to New Jersey Bar CRAIG A. HATCH CORY J. SNOOK ALBERT N. PETERUN Also Admitted to Maryland Bar STACEY L. NACE Paralega~/Office Manager TRACI L. SEPKOVIC Paralegal VALERIE LONG ParaJegal Elizabeth B. Stone, Esquire Stone, LaFaver, & Sheldetski 414 Bridge Street P.O. Box E New Cumberland, PA 17070 BRANCH OFFICE: 3 WEST MONUMENT SQUARE, SUITE 304 LEWlSTOWN, PA 17044 {717) 248-6909 WEB SITE: www. GatesLawFirm.com CORRESPONDENCE ADDRESS: Lemoyne Office RE: Jane W. Long Charitable Remainder Unitrust Dear Ms. Stone: I am in receipt of your correspondence over the past couple of days and as the attorney for the Jane W. Long Charitable Remainder Unitrust, as retained by the current Trustee, Community Trust Company, I must advise you that several things need to occur before Community Trust Company will sign the Appointment of SucCessor Trustee. Initially, the document you prepared does not positively declare that Community Trust Company is removed as trustee. It appoints a successor trustee, but that trustee cannot assume control of the trust unless and until the current trustee is removed. A simple letter from your client to Community Trust Company affirmatively removing the trustee would suffice. Secondly, you indicated that your clients would be willing to waive a final accounting. Therefore, I will prepare Receipt and Release Agreements for execution by Jane Long as Settlor, Ja,a/}.e..Long as li.f..eti[n, e ?en~e.fi. ciary, and The Nature Conservancy as remainder beneficiary. ' In ' umnon, we wm atso oe tiling a Pmecipe to Withdraw the Petition f,o_r Refo~rr,n,,ation ofT_rUst. Also, my client is researching the need to have the Attorney General s Office sign-off on the transfer in some manner. Lastly, since Mr. Chamey is in control of all trust assets, the schedule of distribution from the recently confirmed accounting, as well as the schedule of distribution from the Receipt and Release Agreements must be paid as set forth therein. Community Trust Company simply cannot turn over the trust until these things have been accomplished. Please call if you have any questions. CJS:kbs Cory J. ~aook~~~- EXHIBIT "F" RECEIPT AND RELEASE AGREEMENT FOR FINAL DISTRIBUTION TO SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 THIS RECEIPT AND RELEASE AGREEMENT FOR FINAL DISTRIBUTION TO SUCCESSOR TRUSTEE (herein "this Agreement") is signed by the undersigned, JANE W. LONG, (hereinafter referred to as the "Donor"), in her capacity as both Donor and Lifetime Beneficiary, on this __ day of July, in the year Two Thousand Three (2003). BACKGROUND: 1. The JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED NOVEMBER 1, 1996 (herein "the Trust") was executed on November 1, 1996, by and between JANE W. LONG, as Donor, and MENTOR TRUST COMPANY, as Trustee. 2. Donor subsequently removed MENTOR TRUST COMPANY as Trustee, and Donor appointed FIRST UNION BANK as Successor Trustee. 3. Donor subsequently removed FIRST UNION BANK as Trustee, and Donor appointed COMMUNITY TRUST COMPANY as Successor Trustee. 4. Article XI(F) of the Trust states, in pertinent part, as follows: "The Donor reserves the right to dismiss the Trustee and to appoint a successor Trustee." 5. The Donor of the Trust, JANE W. LONG, acting under authority of Article XI(F) of the Trust, seeks to remove COMMUNITY TRUST COMPANY as Trustee. 6. The Donor, pursuant to Article XI(F) of the Trust, has notified COMMUNITY TRUST COMPANY, in writing, of her intention to remove COMMUNITY TRUST COMPANY as Trustee. 7. The Donor, acting pursuant to Article XI(B) of the Trust, seeks to appoint a Successor Trustee and, accordingly, so appoints MARY ELIZABETH LONG, as Successor Trustee, with all the duties and powers, including discretionary powers, granted under the Trust or by law. 8. MARY ELIZABETH LONG desires to accept such appointment as Successor Trustee. 9. COMMUNITY TRUST COMPANY, by the signature of an approved officer, acknowledges and accepts the above-described removal and appointment of Trustees, as more fully set forth in a document entitled Appointment of Successor Trustee, dated May 5, 2003. 10. COMMUNITY TRUST COMPANY filed a First and Partial Account for the period November 17, 2000 to January 31, 2003. This First and Partial Account was prepared and filed in conjunction with the Petition for Reformation of Trust Agreement dated March 28, 2003. The First and Partial Account and Statement of Proposed Distribution was confirmed on April 22, 2003. 11. After Cormnunity Trust Company filed the Petition for Reformation of Trust Agreement, Donor decided to remove Community Trust Company as the Trustee, which rendered the Petition moot. Simultaneously with the final distribution under this Agreement, Community Trust Company will file a Praecipe To Withdraw Petition. Since Donor has now decided to remove Community Trust Company, and since five (5) months have now passed since the First and Partial Account was filed and confirmed, it would be necessary to file another Partial Account. However, it is the desire of the Donor that a final distribution be made to MARY ELIZABETH LONG, as the Successor Trustee under the Trust, without the formality of the filing of another Partial Account. In lieu of another formal Account, Community Trust Company has prepared an informal account for the period February 1, 2003 to April 30, 2003, which is attached to this Agreement as Exhibit "A". 12. COMMUNITY TRUST COMPANY, Trustee of the Trust, is willing to make final distribution under the Trust upon receipt of the release and indemnification provided for in this Agreement. 13. The investment account held at Wachovia Securities, account number 53002692, is registered in the name of The Jane W. Long Charitable Remainder Unitrust, Community Trust Company, Trustee U/A dtd 11-1-96. Donor, through her attorney, Elizabeth Stone, and her investment advisor, Douglas Chamey, has changed the address on this investment account, effective 05-28-03, to 160 West Park Street, Carlisle, PA 17013, which is the Donor's home address. Community Trust Company is not receiving monthly account and investment information. The last available information is for the month ending April 30, 2003. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby request COMMUNITY TRUST COMPANY, Trustee oft he Trust, to make distribution from the income and principal of the JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED NOVEMBER 1, 1996, without the filing of an another Account, as more fully set forth in the following Schedule of Final Distribution listed below and the confirmed First and Partial Account Schedule of Proposed Distribution, the receipt of which by the Successor Trustee and approval of amounts as herein set-forth by the Donor, is hereby $ acknowledged, for the undersigned, her heirs, personal representatives, executors, and administrators of the undersigned, and the Donor does remise, release, quitclaim and forever discharge COMMUNITY TRUST COMPANY as Trustee aforesaid, its successors and assigns, of and from all actions, suits, payments, accounts, claims and demands whatsoever or by reason thereof, and from any suit, payment, claim or liability arising from the administration of the Trust, or of any investment fund by the Trustee or arising from any losses on investments administered by the Trustee, and hereby agrees that any Court having jurisdiction may by its decree discharge COMMUNITY TRUST COMPANY, as Trustee aforesaid. SCHEDULE OF DISTRIBUTION AND EXPENSES FOR THE JANE W. LONG CHARITABLE REMAINDER UNITRUST~ DATED NOVEMBER 1~ 1996 Total assets as of 04/30/2003 Payee Community Trust Company Community Trust Company Gates, Halbruner & Hatch, PC Gates, Halbruner & Hatch, PC Gates, Halbruner & Hatch, PC Total Disbursements Description Trustee fees for April, 2003 Trust termination fee Legal Fees (First Account) Filing fees, etc. Legal Fees (aRer First & Partial Account) Final Distribution Amount $ 164.10 $2,046.56 $5,484.50 $ 318.52 $5,832.53 $132,245.00 $13,846.21 $118.398.79 THE UNDERSIGNED further agree to indemnify and hold harmless COMMUNITY TRUST COMPANY, as Trustee aforesaid, its successors and assigns, from and against any and all claims, loss, liability or damage which they may suffer or to which they may be subject by reason of the final distribution under the Trust without the approval of the Court having jurisdiction. In consideration of the final distribution described above, the undersigned agree to pay the fiduciary any amount up to the value of the above-described final distribution that may be necessary in the future to discharge any liabilities of the above-described Trust. This Agreement may be executed in any number of counterparts with each having the same effect as if all parties hereto had signed the same document. All counterparts should be construed together and shall constitute one (1) agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned have hereunto set their hands and seals this __ day of July, 2003. WITNESS: JANE W. LONG, Donor COMMONWEALTH OF PENNSYLVANIA COUNTY OF SS: On this, the ~ day of July, 2003, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Receipt and Release Agreement, and who acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. NOTARY PUBLIC MY COMMISSION EXPIRES: 5 WITNESS: JANE W. LONG, Lifetime Beneficiary COMMONWEALTH OF PENNSYLVANIA COUNTY OF SS: On this, the __ day of July, 2003, before me, a Notary Public, the undersigned officer, personally appeared JANE W. LONG, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Receipt and Release Agreement, and who acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. NOTARY PUBLIC MY COMMISSION EXPIRES: EXHIBIT "A" TRUST PERIODIC REPORT COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 02/01/03 TO 04/30/03 REPORT OF ASSETS FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 AS OF 04/30/03 PAGE 1 Market Value Units Price 04/30/03 Book Value BONDS OTHER OBLIGATIONS 1. VANGUARD TOTAL BOND MARKET FUND #84 3471 10.4300 TOTAL BONDS 36,207.38 36,207.38 34,720.29 34,720.29 STOCKS MUTUAL FUNDS 2. MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 3. PIMCO MULTI MANAGER SER GROWTH INSTL FD 4. PIMCO FDS PAC INVT MGMT SER TOTAL RET 5. SCUDDER INTL FUND 6. VANGUARD US GROWTH PORTFOLIO FUND #23 7. VANGUARD WINDSOR II GROWTH FUND #73 1177 11.9700 14,085.92 17,815.73 1209 16.0900 19,453.65 26,949.93 3251 10.8800 35,369.50 33,189.49 44 29.9600 1,329.48 2,376.91 713 12.8500 9,162.00 16,155.47 708 21.6200 15,300.97 19,139.42 TOTAL STOCKS 94,701.52 115,626.95 BANK AC COITNTS DEMAND DEPOSITS - OTHER BANKS 8. COMMERCE BANK 134 MONEY MARKET FUNDS 9. EVERGREEN US GOVT 1202 MONEY MARKET FD CL A 1.0000 1.0000 TOTAL BANK ACCOUNTS 134.47 1,201.63 1,336.10 134.47 1,201.63 1,336.10 REPORT OF ASSETS FOR ACCOUNT 2130114 COM~I~NITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG C~ARITABLE REMAINDER UNITRUST, DATED 11/01/96 AS OF 04/30/03 Market Value Units Price 04/30/03 PAGE Book Value TOTAL INVESTMENTS INCOME CASH ON HAND PRINCIPAL CASH ON F~WD TOTAL ASSETS TOTAL CASH 0.00 132,245.00 0.00 0.00 132,245.00 151,683.34 0.00 0.00 151,683.34 REPORT OF INCOME CASH FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 02/01/03 TO 04/30/03 BEGINNING BALANCE INCOME CASH RECEIPTS 1. ASSET SALES AND TRANSFERS Sale of an Income Asset EVERGREEN US GOVT MONEY MARKET FD CL A 04/14/03 Sold 473.4900 units Purchased 12/24/02 No gain or loss 473.49 PAGE 0.00 Total Sale of an Income Asset TOTAL ASSET SALES AND TRANSFERS 2. DIVIDENDS RECEIVED Dividend Receipt MORGAN STANLEY FUNDS INSTITUTIONAL VALUE 04/03/03 DIVIDEND OF PIMCO FDS PAC INVT MGMT SER TOTAL RET 02/04/03 DIVIDEND OF 03/04/03 DIVIDEND OF 04/02/03 DIVIDEND OF VANGUARD TOTAL BOND MARKET FUND #84 02/04/03 DIVIDEND OF 03/04/03 DIVIDEND OF 04/02/03 DIVIDEND OF EVERGREEN US GOVT MONEY MARKET FD CL A 02/28/03 DIVIDEND OF 03/31/03 DIVIDEND OF 04/30/03 DIVIDEND OF Total Dividend Receipt TOTAL DIVIDENDS RECEIVED TOTAL INCOME CASH RECEIPTS 473.49 58.84 121.50 102.07 105.78 157.42 146.71 162.39 0.23 0.26 0.22 855.42 473.49 855.42 1,328.91 REPORT OF INCOME CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 02/01/03 TO 04/30/03 INCOME CASH DISBURSEMENTS 3. ASSET PURCHASES FROM INCOME Purchase Asset from Income EVERGREEN US GOVT MONEY MARKET FD CL A 02/11/03 278.92 UNITS AT 1.00 03/11/03 248.78 UNITS AT 1.00 04/08/03 327.01 UNITS AT 1.00 Total Purchase Asset from Income Dividend Reinvestment EVERGREEN US GOVT MONEY MARKET FD CL A 02/28/03 .23 UNITS AT 1.00 03/31/03 .26 UNITS AT 1.00 04/30/03 .22 UNITS AT 1.00 Total Dividend Reinvestment TOTAL ASSET PURCHASES FROM INCOME 4. FEES PAID - GENERAL Miscellaneous Fees 04/11/03 WACHOVIA SECURITIES FUNDSOURCE FEE Total Miscellaneous Fees TOTAL FEES PAID - GENERAL -278.92 -248.78 -327.01 -854.71 -0.23 -0.26 -0.22 -0.71 -473.49 -473.49 TOTAL INCOME CASH DISBURSEMENTS 4 -855.42 -473.49 -1,328.91 INCOME CASH BALANCE 0.00 REPORT OF PRINCIPAL CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 02/01/03 TO 04/30/03 BEGINNING BALANCE 0.00 PRINCIPAL CASH RECEIPTS ASSET SALES AND TRANSFERS Proceeds from Sale of Asset COMMERCE BANK 02/14/03 Sold 160.4400 units Purchased 12/16/02 No gain or loss 160.44 03/13/03 Sold 159.7900 units Purchased 12/16/02 No gain or loss 159.79 04/11/03 Sold 159.7800 units Purchased 12/16/02 No gain or loss 159.78 04/30/03 Sold 350.0000 units Purchased 12/16/02 No gain or loss 350.00 Total Proceeds from Sale of Asset TOTAL ASSET SALES AND TRANSFERS 830.01 TOTAL PRINCIPAL CASH RECEIPTS 830.01 830.01 PRINCIPAL CASH DISBURSEMENTS 2. FEES Fiduciary Tax Prep Fee 04/30/03 Total Fiduciary Tax Prep Fee -350.00 -350.00 Trustee Fees REPORT OF PRINCIPAL CASH PAGE FOR ACCOUNT 2130114 COMMUNITY TRUST COMPANY SUCCESSOR TRUSTEE JANE W. LONG CHARITABLE REMAINDER UNITRUST, DATED 11/01/96 FOR DATES 02/01/03 TO 04/30/03 02/14/03 03/13/03 04/11/03 FOR I MONTH(S) ENDING 01/31/03 FOR 1 MONTH(S) ENDING 02/28/03 FOR I MONTH(S) ENDING 03/31/03 Total Trustee Fees -160.44 -159.79 -159.78 -480.01 TOTAL FEES -830.01 TOTAL PRINCIPAL CASH DISBURSEMENTS -830.01 PRINCIPAL CASH BALANCE 0.00 EXHIBIT "G" P.O. Box 6569 Glen Allen, VA 23058-6569 We have changed your address on our records as shown below. In order to confirm the accuracy of this address change, we are mailing this notification to your former address. The Post Office should automatically forward this card to your new address. Only make changes and return this card if new address is INCORRECT. OLD ADDRESS Q JUN 0 2 2003. ew address ~s no[ ect changes are indicated beloW. as shown and the Signature NEW ADDRESS JA~E LONG CHAR EE~AIN COMMUNITY TRUST CO U/A DTO 11-1-g5 3g07 MARKET STREET CAMP HILL PA 170ii UN[TRUST JANE LDNG CHAR REMAIN COMMUNITY TRUST CB U/A DTD 11-1-96, I60 WEST PARK STREET CARLISLE PA 17013 ~NITRUST 5300-Z692 001 5300-2692 H5I~ 00! 05/18/O3 O5/28/Oa Accoun~ ~ed~ RmtQead~ ~rporation,~mberNewYorkStock~c~ngeandSIPC. CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law firm of Gates, Halbmner & Hatch, P.C., hereby certify that I served a tree and correct copy of the foregoing Petition, including all Exhibits, by Certified United States mail, remm receipt requested, postage prepaid, to the following individuals or institutions: Jane W. Long 160 West Part Street Carlisle, PA 17013 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Chamey Chamey Investment Group 700 South 28th Street Harrisburg, PA 17103 Date: t~C/'t/~ ,~.~, 2003 Office of the Attorney General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 GATES, HA~R~JNER & HATCH, P.C. "~ Lowell I~. Gates, E~lu~re Supremp Court I.D. #46779 1013 1V]umma Road, Suite 100 Lemo3/ne, PA 17043 (717)731-9600 (Attorneys for Petitioner) 11 IN RE: JANE W. LONG CHARITABLE REMAINDER TRUST IN THE COURT OF COMMON PLEAS ORPHANS' COURT DIVISION CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-2003-0251 CITATION WE COMMAND, you that laying aside all business and excuses whatsoever, you be and appear in your proper person before the Honorable Judges of the Court of Common Pleas, Orphans' Court Division at a session of the said Court there to be held, for the County of Cumberland to show cause why if any there may be, why an Order should not be issued directing Douglas T. Chamey, Senior Vice President Investment Officer, Charney Investment Group to reimburse the Jane W. Long Charitable Remainder Unitrust in the amount of $5,832.53, plus filing fees, cost and legal fees incurred subsequent to the aforementioned legal fees, for failing to comply with the Court Ordered Statement of Proposed Distribution fi.om the First and Partial Account, and furthr directing that, upon the payment of all obligations due and owing under this Petition, that Petitioner, Community Trust Company, shall execute the Appointment of Successor Trustee and officially relinquish its status as Trustee of the Jane W. Lon~ Charitable Remainder Unitrust. Citation shall be returnable in twenty (20) days fi.om the date of service hereof. Witness my hand an official seal of office at Carlisle, Pennsylvania, this 29th day of October, 2003. Clerk, Orphans' Co~ Division Cumberland Coun,, PA My Commission Expires on the 1 Janua~, 2006 CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law firm of Gates, Halbmner & Hatch, P.C., hereby certify that I served a tree and correct copy of the foregoing Petition, including all Exhibits, by Certified United States mail, retum receipt requested, postage prepaid, to the following individuals or institutions: Date: Jane W. Long 160 West Part Street Carlisle, PA 17013 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Chamey Chamey Investment Group 700 South 28th Street Harrisburg, PA 17103 Office of the Attorney General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 GATES, ~IA~BRUNER/& HATCH, P.C. Suprel~ ~e Court I.D. g46779 1013 qlumma Road, Suite 100 LemoS, ne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) IN RE: JANE W. LONG CHARITABLE :IN THE COURT OF COMMON PLEAS REMAINDER UNITRUST :ORPF~NS' COURT DIVISION DATED NOVEMBER 1, 1996 :CUMBERLAND COUNTY, PENNSYLVANIA :NO. 21-03-251 ANSWER TO CITATION WITH NEW MATTER ON BEHALF OF THE SETTLOR, JANE W. LONC TO SET ASIDE AND QUASH THE CONFIRMATION OF THE ACCOUNT FILED BY COMMUNITY TRUST COMPANY AND NOW, COMES THE SETTLOR, JANE W. LONG, this i~day of November, 2003, by and through her attorneys, Stone LaFaver & Shekletski, and files this Answer with New Matter averring as follows: 1. Admitted. 2. Admitted. By way of further answer, Mrs. Long is a 77 year old woman who has suffered a massive heart attack in the last year, possibly as a result of this protracted litigation. 3. Admitted. 4. Admitted. 5. Admitted. By way of further answer, the very identical document that was used by the Settlor, accepted by Mentor Trust and Community Trust Company as an adequate and proper legal instrument to implement this transaction is the very same instrument that the Settlor has used in this transaction. 6. Admitted. 7. Admitted. 8. Admitted. 9. Denied. It is admitted that the Trust is irrevocable. However, the Trustee has the power, acting alone, to amend the Trust in any manner required for the sole purpose of ensuring that the Trust qualifies and continue to qualify as a charitable remainder unitrust within the meaning of section 664(d) (2) of The Internal Revenue Code. 10. Admitted. By way of further answer, the Settlor, specifically instructed the Community Trust Company on more than three separate occasions that she did not wish Community Trust to have any function other than to see that the Trust complied with The IRC. This meant that the Community Trust Company did not have control of her money at any time, nor could it move the corpus of the Trust to benefit Community Trust at any time. 11. Admitted. By way of further answer, the Settlor advised Community Trust on or before January, 2003, that Community Trust was to turn over all assets to Douglas Charney Investment Group. This instruction was given verbally, via letters directly from the Settlor, and from undersigned counsel. Still, Community Trust refused to relinquish its supposed authority over the Unitrust alleging some "investigation from the Department of BankingH. Community Trust has repeatedly refused requests from the Attorney General Office to release the name of the alleged investigating party who supposedly triggered this initial action by Community Trust. 12. Admitted. 13. Denied. Community Trust has repeatedly insisted on this allegation, yet has repeatedly refused to comply with the demands made by the Attorney General's Office and undersigned counsel to reveal the name of the person who allegedly made this statement. Proof thereof is demanded at time of trial. 14. Denied. Undersigned counsel and the Settlor have requested via letters and phone calls that Community Trust remove itself as Trustee. Community Trust has refused. See Letter dated May 5, 2003, marked as Petitioner's Exhibit "DH, attached thereto. It is further denied that Community Trust filed its First and Final Account properly. Pa. St. Sup. Orp. Ct. Rule 6.3 requires that all interested parties be served with proper written notice of the filing of the account and the call thereof for audit or confirmation to every unpaid claimant and to every other person known to the accountant to have or claim an interest in the estate as creditor, beneficiary, heir of next of kin. Cumberland County Orphans' Court Rule 6.3-1 specifically cites this rule exactly. Moreover, the P.E.F. Code §3503 Notice to Parties of Interest is consistent with this and recites the same language as both the Supreme Court and the Cumberland County Rules. Community Trust failed to serve proper notice on undersigned counsel, as attorney for Jane Long, the Settlor -2- herein. Failure to do so permitted the First and Final Account to be unchallenged by the Settlor, and thus resulted in the subsequent confirmation of the account. Therefore, as for reasons states herein, the First and Final Account and subsequent confirmation should be set aside for failure to comply with the Orphans' Court Rules. 15. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any Petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. 16. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. 17. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 18. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. -3- 19. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 20. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 21. Neither Admitted or Denied. It is denied that Community Trust complied with the Notice of Pleadings requirements as set forth in Paragraph #14. Undersigned Counsel was never served with any petition; therefore, it is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 22. Denied. The answer to this paragraph is completely within the knowledge of Community Trust. Undersigned Counsel was never served with any petition. It is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Moreover, in a conference call that took place on May 1, 2003, the Attorney General specifically requested a detailed and itemized bill of the alleged attorney fees. To date undersigned counsel as attorney for Jane Long, the Settlor, has yet to receive said itemization. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 24. Denied. The answer to this paragraph is completely within the knowledge of Community Trust. Undersigned Counsel was never served with any petition. It is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Moreover, in a conference call that took place on May 1, 2003, the Attorney General specifically requested a detailed and itemized bill of the alleged attorney fees. To date undersigned counsel as attorney for Jane Long, the Settlor, has yet to receive said itemization. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 25. Denied. The answer to this paragraph is completely within the knowledge of Community Trust. Undersigned Counsel was never served with any petition. It is specifically averred that any pleading filed in the Orphans' Court in Cumberland County should fail for proper notice requirements. Proof thereof is demanded at time of trial. By way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Moreover, in a conference call that took place on May 1, 2003, the Attorney General specifically requested a detailed and itemized bill of the alleged attorney fees. To date undersigned counsel as attorney for Jane Long, the Settlor, has yet to receive said itemization. Undersigned Counsel prepared a Petition to Remove Trustee and Appoint a Successor Trustee which Community Trust has refused to sign for some unknown and unreasonable reason. 26. Admitted. By way of further answer, Undersigned counsel, which Community Trust acknowledges as attorney for the Settlor, has indicated on more than one occasion that the Settlor intended to challenge the billing of the Trustee. Given the total uncooperativeness of the Trustee, even after the Settlor told Attorney Gates that she did not want its law firm to represent her in any way, the Settlor has been hesitant to turn over the money, not knowing why she should pay a law firm that she did not hire, want, or trust. 27. Admitted. Paragraph "F" of the aforementioned Trust document signed by the Settlor, on November 1, 1996, specifically states as follows, ~[t]he Donor reserves the right to dismiss the Trustee and to appoint a successor Trustee. A successor Trustee may be appointed pursuant to Paragraph B of this Article and the accounts of the Trustee may be approved pursuant to Paragraph C of this article by me". 28. Admitted. By way of further answer, by way of further Answer, Community Trust refused and has continue to refuse to remove itself as Trustee to the Jane Long Trust, even after repeated requests by the Settlor. Moreover, in a conference call that took place on May 1, 2003, the Attorney General specifically requested a detailed and itemized bill of the alleged attorney fees. To date, undersigned counsel as attorney for Jane Long, the Settlor, has yet to receive said itemization. 29. Admitted. Prior to undersigned counsel's sending the Appointment of Successor Trustee to Community Trust, there was both a telephone call and a letter indicating that the Settlor was extremely distressed by the behavior of Community Trust employees, its counsel, its misrepresentation to involved parties, and their outright refusal to comply with simple requests. Further, in undersigned counsel's letter dated May 6, 2003, attached at Exhibit "D" to Community Trust's Petition, a specific and detailed request was made to Community Trust to immediately remove itself as Trustee to the Trust. In response to this request, Community Trust sent a letter dated May 7, 2003, (see Community Trust Exhibit "E") indicating that they did not understand the request. Community Trust and the law firm of Gates, Halbruner and Hatch, P.C. has continued to bill the Settlor for what can only be deemed adversarial proceedings in 6 conflict to the Settlor's interest. 30. Admitted and Denied. It is admitted that Community Trust's letter dated May 7, 2003, indicated that they would proceed with the outlined items. It is specifically denied that Community Trust has moved forward and served undersigned counsel as attorney for Jane Long with any paperwork for her to sign to facilitate the ending of her relationship with this law firm. The Settlor has never been sure who has been handling her affairs for the last several years since the Trust company and the law firm seem to her to be one and the same. 31. Neither admitted or denied. Once again, Community Trust has failed to serve an interested party, undersigned counsel, as attorney for Jane Long. Hence, the answer to Paragraph is strictly within the knowledge of Community Trust. 32. Denied. It is specifically denied that such conditions were presented that would indicate to the Settlor that this was the case. Further, the signature of the current Trustee is not necessary to facilitate the removal of said Trustee. Paragraph IX in the Unitrust document specifically reserves the power to the Settlor to remove the Trustee in writing at any time. Thus, as far as the Settlor is concerned, Community Trust has ceased to be the Trustee of Mrs. Long's trust, and therefore any fees, or costs associated with this Trust should be paid by the law firm that the Trust company hired. There seems no reasonable explanation for an $11,000+ law firm bill for three months of work, when Community Trust merely had to send a bill to the Settlor's attorney, withdraw, and wait to be paid. 33. Denied. Undersigned counsel specifically stated in a conference call to which Attorneys Gates, Snook, Russell (unclear whether she is an employee of the Trust company or the law firm), and Michael Foerster, from the Attorney General's Office, were a party to, that once Community Trust sent an itemized bill, and it was deemed reasonable by the Attorney General's Office, Douglas Charney and undersigned counsel, for only those charged related to the preparation of the First and Final Account, the Trust Company would be paid. Moreover, as has been stated in prior paragraphs, Community Trust has refused to send an itemized bill. 34. Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. Proof thereof is demanded at time of trial. 35. Admitted and Denied. It is admitted that this is a unique situation: that a trust company would hire its own law firm against the wishes of the Settlor, against the request of the Settlor's counsel, in supposed conflict with the Department of Banking, yet refuse to remove itself as Trustee even after repeated requests from the Settlor herself. 36. Denied. It is denied that Community Trust must obtain Receipt and Release Agreements before it officially relinquishes its title as Trustee. Proof thereof is demanded at time of trial. 37. Admitted and Denied. It is admitted that this is a change of address form. It is denied that this is the address of the new brokerage firm. The new address listed is that of the Settlor. 38. Denied. Paragraph IX specifically reserves the right of the Settlor to remove the Trustee for any reason from her Trust. No signature on a release is required. Proof thereof is demanded at time of trial. 39. Denied. It is specifically denied that undersigned counsel has been trying to circumvent the court ordered distribution. Community Trust failed to properly served undersigned counsel pursuant to Orphans' Court Rule 6.3-1, and thus had no direct knowledge of any First and Final Account. Counsel for the Settlor does acknowledge that since January, 2003, she has attempted through conversations and letters with both Community Trust and the Attorney General's office to facilitate the wishes of her client, the Settlor. It does seem as if the interests of the law firm supposedly hired by Community Trust are in direct conflict with the wishes of both the lifetime beneficiary and the charitable remainder interest. 40. Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. Proof thereof is demanded at time of trial. 41. Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. Proof thereof is demanded at time of trial. 42. Denied. The answer to this Paragraph is specifically -8- within the knowledge of Community Trust; therefore, no answer is required. Proof thereof is demanded at time of trial. 43. No answer required as this is more properly a prayer for relief. If an answer is required it is deemed Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. Proof thereof is demanded at time of trial. 44. No answer required as this is more properly a prayer for relief. If an answer is required, it is deemed Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. By way of further answer, the Settlor desires that the First and Final Account be specifically set aside and quashed for failure to Notice an Interested Party pursuant to Orphans Court Rule 6.3. Moreover, any fees, costs, or attorney fees generated post May 1, 2003, serve no legitimate purpose or Mrs. Long. The Settlor dismissed Community Trust on May 1, 2003, by written notification. Community Trust has refused to acknowledge said dismissal. If the attorney's fees were to be allowed, one-tenth of the corpus of the trust would have been unnecessarily spent when a phone call would have sufficed. Proof thereof is demanded at time of trial. 45. No answer required as this is a more properly a prayer for relief. If an answer is required, it is deemed Denied. The answer to this Paragraph is specifically within the knowledge of Community Trust; therefore, no answer is required. By way of further answer, the Settlor desires that the First and Final Account be specifically set aside and quashed for failure to Notice an Interested Party pursuant to Orphans Court Rule 6.3. Moreover, any fees, costs, or attorney fees generated post May 1, 2003, serve no legitimate purpose or Mrs. Long. The Settlor dismissed Community Trust on May 1, 2003, by written notification. Community Trust has refused to acknowledge said dismissal. If the attorney's fees were to be allowed, one-tenth of the corpus of the trust would have been unnecessarily spent when a phone call would have sufficed. Proof thereof is demanded at time of trial. 46. No answer required as this is more properly a prayer for relief. 47. Admitted and Denied. It is admitted that according to the account prepared by Community Trust on or about January 31, 2003, that this was the principal amount. It is not currently known what the current market value is since it is denied that Community Trust is entitled to any more money that has already been paid. Proof thereof is demanded at time of trial. 48. Admitted. NEW MATTER PETITION TO SET ASIDE FIRST AND FINAL ACCOUNT AND REQUEST FOR ATTORNEY FEES 49. The answers to Paragraphs one (1) through forty-eight (48)of Community Trust's Petition to Compel Distribution are incorporated herein as if more fully set forth below. 50. It is averred that the Petitioner, hereinafter referred to as Community Trust, failed to serve proper notice upon all interested parties pursuant to Pa. Sup. Ct. Orphans' Court Rule 6.3, Cumberland County Local Rule 6.3-1, and Pennsylvania Estate and Fiduciary Code 6.3. Wherein the rule specifically states that "No account shall be confirmed unless the accountant has given written notice of the filing of the accountant and the call thereof for audit or confirmation to every unpaid claimant and to every other person known to the accountant to have or claim an interest in the estate as creditor, beneficiary, heir or next of kin." 51. It is averred, and therefore alleged that the law firm of Gates, Halbruner and Hatch, P.C., specifically knew that undersigned counsel was counsel for Jane Long, the Settlor, herein. 52. It is averred, and therefore alleged, that the law firm of Gates, Halbruner and Hatch, P.C., failed to properly serve undersigned counsel with the First and Final Account, and any subsequent filings and pleadings, as is evidenced by their Affidavits of Service filed with the Orphans' Court in Cumberland County. 53. It is averred, and therefore alleged, that as a direct result of this failure to serve undersigned counsel with the appropriate pleading, the Settlor missed filing deadlines, and opportunities to respond to the filings of the Trustee and its law firm. -10- 54. It is averred, and therefore alleged, that the rules specifically state that no account shall be confirmed unless all parties receive written notice, and since the Settlor cannot be served directly, but through counsel, Community Trust has failed to comply with the rules. 55. As a direct result of failing to comply with Orphans' Court Rule 6.3, Community Trust Company's First and Final Account and the Confirmation thereto should be Set Aside and Distribution deferred until a hearing can be held on the matter therein. 56. It is alleged and therefore averred, that as a direct result of Community Trust and their law firm of Gates, Halbruner, & Hatch, refusal to remove itself as Trustee of the Irrevocable Trust Agreement dated November 1, 1996, the Settlor, Jane Long has incurred legal fees. The letters, phone calls, and preparation of documents to attempt to convince Community Trust to step down where the Trustee has the power to do so have created quite an ordeal for the elderly settlor in failing health and she has incurred legal fees that to date are in excess of $3000.00 with the law firm of Stone Lafaver & Shekletski. Wherefore, it is respectfully requested that this Honorable Court (1) Order that the First and Final Account filed on behalf of Community Trust and Confirmed on April 22, 2003 be set aside; (2) Order that a new First and Final Account be filed on behalf of Community Trust setting forth an itemization of fees for the year ending 2002; (3) Order that attorney fees generated by Stone Lafaver and Shekletski as attorney for Mrs. Jane Long, the Settlor herein, in defense of protracted litigation herein be paid by Community Trust and/or its law firm of Gates, Halbruner & Hatch, P.C.. (4) Order and Grant any and all such other relief as this Court deems just and proper. -11- (5) In the alternative, Order that a hearing be held on the matter. Respectfully submitted, STONE LAFAVER & SHEKLETSKI Dated: Elizat Sup 41, (717)77 Attorr .e Long PA 17070 5 for the Settlor, -12- pd\mis\LONGservice CERTIFICATE OF SERVICE I, Elizabeth B. Stone, Attorney at Law, of the law firm of Stone LaFaver & Shekletski, attorneys for Settlor Jane W. Long, hereby certify that on this date I served a true and correct copy of the within instrument on all parties of record by first class mail, postage prepaid, addressed as follows: Lowell R. Gates, Esquire Gates, Halbruner & Hatch PC 1013 Mumma Rd., Suite 100 Lemoyne, PA 17043 Attorneys for Community Trust Company The Nature Conservancy 4245 N. Fairview Drive Suite 100 Arlington, VA 22203-1606 Michael T. Foerster, Esq. Deputy Attorney General Office of Attorney General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 Douglas T. Charney Charney Investment Group 700 S. 28th Street Harrisburg, PA 17103 STONE LaFAVEi DATE: Eliz~ B. St, Esquire ourt #60251 4 PO Box E PA 17070 (717) 35 IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 ANSWER TO CITATION WITH NEW MATTER ON BEHALF OF SETTLOR JANE W. LONG SET ASIDE AND QUASH CONFIRMATION~OF ACCOUNT FILED BY COMMUNITY TRUST COMPANY STONE, LAFAVER ~ SHEKLETSKi A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 414 BRIDGE STREET N'EW GUMBERLAN'D, PA 17070 pd~ntc~l-plead.not · · IN RE: JANE W. LONG CHARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : NO. 21-03-251 PLEASE TAKE NOTICE THAT YOU ARE REQUIRED TO FILE A REPLY TO NEW MATTER WITHIN 20 DAYS FROM THE DATE OF SERVICE HEREOF OR JUDGMENT BY DEFAULT MAY BE TAKEN AGAINST YOU. STONE LaFAVER & SHEKLETSKI Jane Long IN RE: JANE W. LONG CF_ARITABLE REMAINDER UNITRUST DATED NOVEMBER 1, 1996 :IN THE COURT OF COMMON PLEAS :ORPHANS' COURT DIVISION :CUMBERLAND COUNTY, PENNSYLVANIA :NO. 21-03-251 ORDER '_~(_.~.a~/_z,~, 02 ~, day, at/' 30 AND NOW, this o~5'fL day of November, 2003, IT IS HEREBY ORDERED AND DECREED, that a heating is to be held on the above captioned matter, on a.rn/12~., in Courtroom No. ~ INRE: JANE W. LONG CHARITABLE REMAINDER UNITRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-03-0251 ANSWER TO NEW MATTER AND PETITION TO SET ASIDE FIRST AND PARTIAl, ACCOUNT AND REQUEST FOR ATTORNEY FEES AND NOW comes Community Trust Company (hereinafter "Petitioner"), by and through its attorneys, Gates, Halbruner & Hatch, P.C., and respectfully sets forth the following Answer to New Matter: 49. Paragraphs 1 through 48 of Petitioner's Petition to Compel Distribution are incorporated by reference as though more fully set forth herein. 50. Denied. The averments of Paragraph 50 are conclusions of law to which no response is required. To the extent a response is required and by way of further response, Petitioner contends that it met all requirements of all applicable rules and regulations. 51. Denied. The law firm of Gates, Halbruner & Hatch, P.C. had only minimal telephone contact with Attorney Stone wherein she indicated she would be drafting something on behalf of Jane Long to resolve the issues regarding the trust. Months passed and nothing was received, and so Gates, Halbruner & Hatch, P.C. filed the accounting in an effort to get the issues resolved. Neither Gates, Halbruner & Hatch, P.C. nor Petitioner had received an entry of appearance or anything else in writing indicating that Attorney Stone was, in fact, representing Jane Long. Jane Long does not dispute that she received the Accounting and 52. 53. Petition as indicated in the Certificates of Service. In fact, within days of filing the Accounting, Gates, Halbruner & Hatch, P.C. was finally contacted by Attorney Stone regarding the Accounting, on behalf of Jane Long. Denied. Nowhere do the applicable rules even hint that someone in Attorney Stone's position needs to be served with an accounting. Within days of filing the Accounting, Gates, Halbruner & Hatch, P.C. was finally contacted by Attorney Stone regarding same, and therefore Attorney Stone knew about the accounting within a day or two, if not within hours, after it was properly served upon Jane Long. Jane Long and Attorney Stone had the requisite time allowable under the appropriate court rules to respond to the accounting. To now allege that Jane Long and Attorney Stone's failure to respond is somehow the fault of Petitioner or Gates, Halbruner & Hatch, P.C. is unreasonable. The Petition to Compel Distribution was served in the same manner as the Accounting because Attorney Stone had still not entered her appearance in the matter at hand. Denied. The allegations of Paragraph 53 are preposterous in that they are merely an attempt to blame Petitioner and Gates, Halbmner & Hatch, P.C. for the failure of Jane Long and her counsel to act in a timely manner. There is nothing in the applicable rules to even remotely indicate that Attorney Stone should have been served with the accounting, particularly when neither Petitioner nor Gates, Halbruner & Hatch, P.C. had any indication that Attorney Stone was representing Jane Long other than minimal telephone contact some months prior to the filing of the Accounting. By way of further response, Attomey Stone had actual 54. 55. 56. knowledge of the accounting within days, if not within hours, of service upon Jane Long. Denied. The Rules of Procedure speak for themselves. It is specifically denied that Attorney Stone was either a party or counsel of record for a party. After several months had passed since the last telephone call from Attorney Stone indicating that she would be drafting something on behalf of Jane Long, neither Petitioner nor Gates, Halbruner & Hatch, P.C. had any way of knowing if Attorney Stone, in fact, represented Jane Long. By way of further response, Attorney Stone had actual knowledge of the Accounting within days, if not within hours, of service upon Jane Long. Denied. The averments of Paragraph 55 are conclusions of law to which no response is required. To the extent a response is required and by way of further response, Petitioner complied with Rule 6.3. Denied. Any delay in the resolution of the issues involved with Petitioner being removed as trustee lies squarely on the shoulders of Attorney Stone and Douglas T. Chamey, as more fully set forth in the Petition to Compel Distribution. Petitioner is ready willing and able to step down as trustee when all the requirements are met. To allege that Jane Long's legal fees are the fault of Petitioner and/or Gates, Halbruner & Hatch, P.C. is unjustified and unwarranted. The Court should also note that the allegations contained within the New Matter are unverified. WHEREFORE, Petitioner respectfully requests this Court to grant the relief requested in the Petition to Compel Distribution. Respectfu~q~ubmitted, GATES BRUN & HATCH, P.C. Low{ R. Gates, Esq~re Supn ~e Court I.D. #46779 Cory Snook, Esquire Supr¢ ~e Court I.D. #85734 1013 1~ iumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attomeys for Petitioner) DATED: ~¢('g;t,u ~.JI, x. ! ~,, 2003 CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law firm of Gates, Halbruner & Hatch, P.C., hereby certify that I served a tree and correct copy of the foregoing Petition, including all Exhibits, by Certified United States mail, return receipt requested, postage prepaid, to the following individuals or institutions: Elizabeth B. Stone, Esquire 414 Bridge Street New Cumberland, PA 17070 The Nature Conservancy 4245 North Fairview Drive, Suite 100 Arlington, VA 22203-1606 Douglas T. Chamey Chamey Investment Group 700 South 28th Street Harrisburg, PA 17103 Date: Office of the Attorney General Commonwealth of Pennsylvania Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 "[~')_ taCtfUl. /ff~, 2003 .C. Lowell ]~. Gates, Esquire Suprem~ Court I.D. #46779 Cory J. ~nook, Esquire Suprem{ Court I.D. #85734 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 (Attorneys for Petitioner) IN P~: JANE W. LONG CHAriTABLE RDil ilqDER UNITRUST NO. 21-03-0251 ANSWER TO NEW MATTER AND PETITION TO SET ASIDE FIRST AND PARTIAL ....... ACCOUNT AND REQUEST FOR ATTORNEY FEES LAW OFFICES OF G~ HALBRUNER ~S~- HATCH, P.C. 1013 MUMMA ROAD, SUITE 100. LEMOYNE, PENNSYLVANIA 17043 riLE I~..-~e 18/9! GATES, HALBRNR, HATCH 14:r:~ JD:UI-I-. Ul-, Ill ~t'.. La:ri. 717 ?~1 962? P.02 0 PAGE 05/0B IN THE COURT oF COMMO~ PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA - Olit, PItANS' cOURT DIVISION Ilq R~; JANI~ W. LONO CHARITABI~ : RI~MAIND~I~. UN1TRU,gT ~DAT~D · NoV~M~RR.I, 1996 : 21-2003-0251 CON$1m*r DECI~E AND NOW tl~ 3I'~ day of Dmc~-nb=r, 2003, com~m Tmst~ Co~ty T~ B. Sto~, Esqui~ ~ ~e C~onweal~ ofP~lv~by i~ Act~g A~ ~ .3. BACKGROUND: The JANE W. LONG CttARITA~LE R_RMAINDER UNITRUST, DATED NOVEMBER 1, 1996 (h~reia '~h~ Tn~") w~ ~u~ on Nov~ l, 1~6, by ~ b~ JA~ W. ~NG, ~ ~, ~d ~OR TRUST CO~Y, ~ 'i~ D~or su~um~y ~~ ~OR ~U$T COMPA~ ~ ~, ~d Do~ ~d ~T UN~N B~K ~ S~mr T~. CO~~ ~T CO~~ ~ ~~r ~. The Donor ofttm Mt, 3ANli W. LONG, actin8 Und~ aumm-ity' ofAniclo XI(F) otthe I 'rr~, see. ks to remove COMMUNITY TRUST COMI'~ as Tmsmc. ~TOh~ LAFAVER ~HEKLE r'! ~.- I A.( ?Of .L.I.~V 717 731 9627 P.03 P~E: 86/89 6. The Donor, pvrsuant to Article XI(F) ofth~ T~St, hu ne~fi~ CO~ ~UNT CO~~ u T~. 7_ ~e D~t, ~ng p~t ~ ~ole XI(B) of~ Tm~, s~ ~ ~poim a Trust or by 1~. s. ~Y EL~R~ LONG ~s~ to ~t s~h ~poin~t ~ Su~sor Tms~e. 9. CO~UN~ TRUST CO~A~ ~owl~g~ ~d ~c~s ~ ~ovc-d~db~ r~ov~ ~ ~poin~nt of ~sL I0, CO~ ~U~T CO~~ ~ a ~ ~ P~ A~o~ for ~e p~ Nov~ 19.1000 tn .l~ 31. 200~, ~s N~ ~ P~ ~t w~ ~~ ~d f~ l~ c~j~cgon ~ ~ P~gon for ~~on of~t A~t ~d ~h AS, A00t. ~ N~t ~ P~al Acc~t ~d ~t~ of~s~ DiSh.on w~ oonfl~et on A~l 22, 2003. Do~ ~i~d m ~o~ C~~ T~ C~y ~ ~o ~ w~ r~ ~ C~Ry T~I ~p~y will ~ a ~ip. To ~d~ P~d~n. S~ Donor~ ~w ~id~ ~ ~ C~~ T~ ~~y, ~ s~e. fl~ (f) ~ ~ now 12. ~ ~ ~ b~ ~e p~ns rc~5 costs ~ o~ ~ a~ ~e 13. ~ ~o~e ~ a ~ili~n/~ ~e~on ~ by ~ ~ Ocm~ 29e, 2~3, ~ C~ GATES, HALBRNR, HATCH ID:OFF. OF PIT1Y, ~q'ONE LOUd'AVER SHEKLE I~! I,%- 711 ?o,' 962? P. 04 , P~.I~. E ~7 / e~. 14. 15. iss'~d Citation upon tl~ b~f~iarios to ~ T~ m ~1~ why ~n oh~ ~ not b$ Ic~ a~t ~e ~. ~ cl~ ~r f~. ~ to h~ on ~ m~t~ ~c ~ have ~ to ~oi~ ~k ~~- NOW TI~EREFORE l ~, COMI~tlNIT~ TRUST COMPANY, Trustee of ~e ~t, ~ ~ ~ ~ves~e-i ~co~l held ~ W~ho~a S~fi~, ~t ~mb~ 53002692, ~~d in the ~me of~e I~ W- ~g ~~lo R~~ U~ Co~~ ~t C~y, T~e U/A d~ I 1-1-96. Do~r, ~ h~ ~m~, ~~ S~e, e~t, ~e oS-2S-03, m 160 W~ P~ S~, C~l~, PA 19013, w~ ~r'e home ~ss. C~t~ T~ Co~ h ~t r~~ m~y ~oo~t ~ ~~ ~~o~ ~ ~t arable ~afion is ~r ~ mon~ ~ April ~0, Z00~. l 8. ~ S~oo~ ~, ~ RLI~RTH ~NC, ~ file ~y ~c ~ ~d ~ip~ of~c l~ W~ LONG ~~~ ~ ~0 ~y ~ ~ ~ ~o ~w~ ~ ofF~ D~~ ~s~.below: DEC-31-2003 16: Og GATES, HALBRNR, HATCH .F1Lg' No,~6 1~1 '03 l~i~ ID;~F, ~ ~T~. ~. STONE Lt~r~q~R S~KLE ?17 731 DG2? P.05 assets aa of 04130/2003 Total Disbvrs~s $132,24S,00 20. 21, 23. Jwle W. Lor~ and Mary E. Ions ~gr~¢ to ~i~ ~ hold h~e~ CO~~Y ~UST CO~~, ~ ~ ~m~ its ~u~m ~ ~, ~ ~d a~ ~y ~ ~1 c~' ~Si, li~ or ~g= which ~=y m~y s~ or ~ w~ ~ may 'be mbj~t by ~on of ~c ~ ~s~bufi~ ~ ~o ~ ~ ~e ~~ Co~ ~~cfion. ~0 Co~onw~ ~ hold'~s C~ty ~t To ~t ~, l~e W. ~ p~d ~ ~ ~ ~~ of $7,0~.~ ~ D~b~ 29, ~ a ~el~ ~ ~ ~ ~ ~b~e I~ W. ~ ~ ~ S7,000.~ ~ on its DEC-~31-2803 16: Og GATES, HALBRNR, HATCH 717 731 9627 P.06 ~ in a tnnnp, e~ co~sigt~ with me l~temnl g~--v~ Cod~, ~n~ludi~g bat not I{m{~ed TI~$ Cm~,en~ Decree tr~y be exec~tod by ~e~e~'al signii~ pages. IN WITNgSg Wlalg~$', md intending to be their r~sp~tiv~ attorneys so ague this 3I" da) bom.~d h~eby, 1~ pm~ies by T. lroersu~' Deputy AflAruey Geueral By ~he Court, TOTRL P.06 DEC-~l-200~ 16:07 GATES~HALBRNR~HATCH ?17 ?~i D6~? P.O1 LOWELL R, GA'rEs MARK F_ HALBRUNER N~ A~mi~a~l to New Jer~W ~,r N. BER"I" N. PETERUN LAW OFFICES OF GATES, HALBRUNER &.-HATCH, P.C. 1013 MUMMA ROAD * SUITE 100 · LEMOYNE, PENNSYLVANIA 17043 (717) 73t-9600 · FAX'. (717) 731-9627 BRANCH OFFICES: $ W~ST MONUMENT 8QU~R~, SUITE (717) 24~F6~09 2917 NOR'I'H FRONT ~TREE?, SUITE HARR]~SURG, PA 171 ;0 1717) 7'31-9600 WEB si'rE: www. Gat e.~Lawf'irm.=om CORRESPONDENCE ADI3RF~8: Lemoyne Off~e To: Elizabeth B. Stone, Esq. Stone LaFaver & Shekletski (717) 774-3869 Michael T. Foerster, Esq. Deputy Attorney General (717) 787-1190 Cc: Honorable George E. Hoffer, PJ (717) 240-6462 Cumberland County Courthouse From: Date: LoweU R. Gates, Esquire~ December 31, 2003 Total Number of Pages (including cover sheet): Six (6) YOU DO NOT RECEIVE ALL OF THE PAGES, PLEASE CALL (717) 731-9600 MESSAGE: Attached is a copy of the signed Consent Decree, which has now been signed by all parties. It is being forwarded to Judge Hoffer for his signature. Please let me know the status of the Receipt & Release Agreement. The information contained in this facsimile communication is eonfid~mtial and intended only fbr the use of the person to whom it is addressed. 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