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Home My WebLink About12-08-11'ru~~~ ~~~~ b ~ ~~ t WIX, WENGER & WEIDNER, P.C. Robert C. Spitzer, Esq. Peter G. Howland, Esq. 508 North Second Street P.O. Box 845 ~ Harrisburg, PA 17108 ~n ° , -~- ~, ~ .,' r ...:.J r:, ~a ; - ,7 - i -r ~ , ,., c.._ IN THE COURT OF COMMON PLEAS ~-,:-~ CUMBERLAND COUNTY, PENNSYLVANIA ~_-= ~'~` Orphans' Court Division _~ ~~'~' ,--, .ice - - -~ c.:: IN RE: TRUST AGREEMENT dated October 16, 1996, Between Albert L. Allen, Jr., as Settlor and PNC : No.: ~ ~ -OC( ~- G~j (c{ Bank, N.A., as Trustee PETITION FOR ADJUDICATION/ STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO PA. O.C. RULE 6.9 This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached. INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: Robert C. Spitzer, Esq. ID#06264 Peter G. Howland, Esq. I D#91463 Name of Law Firm: Wix, Wenger & Weidner, P. C. Address: 508 North Second Street P.O. Box 845 Harrisburg, PA 17108-0845 Telephone: (717) 234-4182 Fax: (717) 234-4224 1 Name and address of Petitioner: Name: PNC Bank, N.A. Trustee of the Trust Estate of Albert L. Allen, Jr. Address: P.O. Box 308 4242 Carlisle Pike U 1-0600-03-6 Camp Hill, PA 17011 1 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee ........................... . B. Interpretation ................................... . C. Discharge of Trustee .............................. X D. Transfer of Situs ................................ . E. Appointment of Ad Litem .......................... . F. Minor, Unborn, Unascertained Beneficiaries .......... . G. Principal Distribution ............................. X H. Partial/Full Termination of Trust .................... X I. Missing Beneficiaries ........................... . J. Cy Pres ...................................... K. Williamson Issue ............................. . L. Other issues .................................. X List: -Annexed to the First and Final Account for the Trust Established Under Agreement of Albert L. Allen, Settlor, pursuant to 20 Pa. C.S. §7799.1, is the First and Final Account of PNC Bank, National Association, the Executor of the Estate of Albers` L. Allen, Jr, No. 2109-0719, of which Petitioner also seeks confirmation. 3. Inter Vivos Trust: Date of Trust: October 16, 1996 (SEE attached Trust Agreement -Exhibit A) Dates of Amendments: October 30, 1998; April 15, 2004; May 22, 2008; May 12, 2009. (SEE attached Trust Amendments -Exhibit B) 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: N/A B. Identify all prior accountings and provide dates of adjudication: None 5. A. State how each Trustee was appointed: PNC Bank, N.A. was appointed Trustee pursuant to the terms of the Trust Agreement, dated October 16, 1996 B. If Petitioner is not a Trustee, explain: N/A 6. State how and when the present fund was awarded to Trustee: The present fund came into Trustee's possession and control on October 16, 1996. The Trust accounting is stated from the date of death of Albert L. Allen, Jr. - July 20, 2009. 7. Period covered by accounting: July 20, 2009 to November 22, 2011 2 8. Current fair market value of the Trust principal is: $ 1,225,524.47 (See page 15 of Trust Account) 9. State concisely the dispositive provisions of the Trust: Upon the death of Settlor, and before the payment of inheritance, estate or succession taxes, the Trust divides into two equal parts - Part A and Part B. Part A: -Trustee may pay from Part A administration expenses and estate and inheritance taxes, and other expenses to facilitate the administration of Settlor's estate (heretofore paid as shown in the account, or reserved as described herein). -Trustee shall pay from Part A: $2,000 to each of Suzanne Keener, Paula Montgomery, Nancy Morris, and Jay Brown (heretofore distributed). -Trustee shall pay from Part A: $25, 000 to each of Albert L. Allen, lll, Bryan L. Allen and Sara S.B. Allen (heretofore distributed). -All tangible personal property from Part A to Albert L. Allen, lll, Bryan L. Allen and Sara S.B. Allen (heretofore distributed). -After the above referenced distributions from Part A, the remaining principal and accumulated income of Part A shall be distributed as follows: 2.5% to Mercersburg Academy; 2.5 % to Messiah College; 2.5% to Harrisburg Academy; and 2.5% to Keystone Area Council, by merger now known as New Birth of Freedom Council, Boy Scouts of America (to be distributed pursuant to the proposed Schedule of Distribution). -After the above referenced distributions, the balance of Part A shall be held in further trust, 1/3 for the benefit of Albert L. Allen, lll, 1/3 for the benefit of Bryan L. Allen and 1/3 for the benefit of Sara S.B. Allen (to be distributed pursuant to the proposed Schedule of Distribution). Pan` B: Trustee shall pay Part 8 to Albert L. Allen, lll, Bryan L. Allen and Sara S.B. Allen, per stirpes, absolutely and free of trust (to be distributed pursuant to the proposed Schedule of Distribution). 3 10. Explain the reason for the filing of this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): Albert L. Allen, Jr, the Settlor of the Trust, died on July 20, 2009, making the trust irrevocable, and triggering the dispositive provisions of the trust and the termination of the Trust. 11. State why a Petition for GuardianlTrustee Ad Litem has or has not been filed for this Audit: No such petition is necessary because notice will be given to the presumptive current and remainder beneficiaries of the continuing Pan` A Trusts that such beneficiaries are deemed to represent the more remote beneficiaries pursuant to the Pennsylvania Uniform Trust Act, 20 Pa. C. S. §7723 & §7725; otherwise, there are no minor, incompetent, absentee, unborn or unascertained persons with an interest in the Trust. 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date: Payment: Interest. 10-15-09 $67,129.02 Net value of Settlor's Taxable Estate 10-18-10 $2,911.32 Net value of Settlor's Taxable Estate B. If any such taxes remain unpaid or are in dispute, explain: N/A 13. Describe any questions requiring Adjudication and state the position of Petitioner and give details of any issues identified in Item 2: Should the Court confirm the Accounts and direct distribution in accordance with the proposed Schedule of Distribution? Suggested Answer. YesJ 14. Written notice of the Audit as required by Pa.O.C. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in Item 15 below. In addition, notice of any questions requiring Adjudication as discussed in Item 13 above has been or will be given to all persons affected thereby. ( ] A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving notice. [xx] B. If notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such 4 Notice shall be submitted at the Audit together with a statement executed by Petitioner or counsel certifying that such notice has been given. [ ] C. If any person entitled to Notice is not sui juris (e.g., minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa.O.C. Rule 5.2. [xx ] D. If any charitable interest is involved, Notice of the audit has been or will be given to the Attorney General as required under Pa.O.C. Rule 5.5. In addition, the Attorney General's clearance certificate (or proof of service of Notice and copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s): Suzanne Keener, friend of Settlor; vested, non-charitable interest; $2, 000 from Part A (heretofore distributed) Paula Montgomery, friend of Settlor, vested, non-charitable interest; $2,000 from Part A (heretofore distributed) Nancy Morris, friend of Settlor; vested, non-charitable interest; $2, 000 from Part A (heretofore distributed) Jay Brown, friend of Settlor; vested, non-charitable interest; $2, 000 from Part A (heretofore distributed) Albert L. Allen, lll, son of Settlor, vested, non-charitable interest; -$25, 000.00 from Part A (heretofore distributed), -1/3 of tangible personal property from Part A (heretofore distributed), and -1/3 of Part 8. -interest in Part A continuing trust F80 Albert L. Allen, 111 (and contingent interest in other Part A continuing trusts). Bryan L. Allen, son of Settlor, vested, non-charitable interest; -$25, 000.00 from Part A (heretofore distributed), -1/3 of tangible persona! property from Part A (heretofore distributed), and -1/3 of Part 8. 5 -interest in Pan` A continuing trust FBO Bryan L. Allen (and contingent interest in other Part A continuing trusts). Sara S.B. Allen, daughter of Settlor; vested, non-charitable interest; -$25, 000.00 from Part A (heretofore distributed), -1/3 of tangible personal property from Part A (heretofore distributed), and -1/3 of Part B. -interest in Pan` A continuing trust FBO Sara S.B. Allen (and contingent interest in other Part A continuing trusts). Mercersburg Academy, charity; vested, charitable interest; 2.5% of Pan` A (following payment of expenses and payment of specific bequests). Messiah College, charity; vested, charitable interest; 2.5% of Part A (following payment of expenses and payment of specific bequests). Harrisburg Academy, charity; vested, charitable interest; 2.5% of Part A (following payment of expenses and payment of specific bequests). Keystone Area Council, by merger now known as New Birth of Freedom Council, Boys Scouts of America, charity; vested, charitable interest; 2.5 % of Pan` A (following payment of expenses and payment of specific bequests). PNC Bank, N.A., as Trustee of Trust UA dated October 16, 1996 FBO Albert L. Allen, lll; vested, non-charitable interest; -1/3 of residue of Part A (after payment of all prior specific bequests and payment of expenses). -trust continues for five years for the benefit of Albert L. Allen, 111, and then terminates in favor of Albert L. Allen, lll; if he does not survive, trust terminates in favor of his issue; if he has no surviving issue, it terminates in favor of the other Pan` A trusts; and if there are no surviving individual beneficiaries of the Part A trusts, it terminates in favor of the four charitable entities named above, in equal shares. Notice will be given that Albert L. Allen, 111 represents the interests of others pursuant to the Pennsylvania Uniform Trust Act, 20 Pa. C. S. §7725. PNC Bank, N.A., as Trustee of Trust UA dated October 16, 1996 FBO Bryan L. Allen; vested, non-charitable interest; -1/3 of residue of Part A (after payment of all prior specific bequests and payment of expenses). -trust continues for five years for the benefit of Bryan L. Allen, and then terminates in favor of Bryan L. Allen; if he does not survive, trust terminates in favor of his issue; if he has no surviving issue, it terminates in favor of the other Part A trusts; and if there are no surviving individual beneficiaries of the Part A trusts, it terminates in favor of the four 6 charitable entities named above, in equal shares. Notice will be given that Bryan L. Allen represents the interests of others pursuant to the Pennsylvania Uniform Trust Act, 20 Pa. C. S. §7725. PNC Bank, N.A., as Trustee of Trust UA dated October 16, 1996 FBO Sara S.B. Allen; vested, non-charitable interest; -1/3 of residue of Part A (after payment of all prior specific bequests and payment of expenses) -trust continues for five years for the benefit of Sara S.B. Allen, and then terminates in favor of Sara S.B. Allen; if she does not survive, trust terminates in favor of her issue; if she has no surviving issue, it terminates in favor of the other Part A trusts; and if there are no surviving individual beneficiaries of the Part A trusts, it terminates in favor of the four charitable entities named above, in equal shares. Notice will be given that Sara S.B. Allen represents the interests of others pursuant to the Pennsylvania Uniform Trust Act, 20 Pa. C. S. §7725. B. Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each such party, give date of birth, the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each. N/A C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. N/A 16. If Petitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. Petitioner has no knowledge of the same. 17.If a Trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. See attached Trust Agreement, Part Il, Article X. B. If a principal commission is claimed, state amount. $20,496.51 See attached Trust Account, Pages 11 and 19. C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. No prior accountings. N/A ~ t 18. If a reserve is requested, state amount and purpose: Amount: $3,280 Purpose: $2,500 for payment to Wix, Wenger & Weidner for remaining balance of attorney fee $780 to cover remaining costs associated with filing first and final account (filing fee, service costs) The balance of the unused reserve shall be distributed to the Part A residuary trusts pro rata at the completion of all estate administration. If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? [ ]Yes [ X ] No. If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution? .......................................[ ]Yes [xx] No As to the real estate only? ..............................................[ ]Yes [xx] No WHEREFORE, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal are as follows: SEE ATTACHED PROPOSED SCHEDULE OF DISTRIBUTION, Exhibit C Submitted by: TRUST ESTATE OF ALBERT L. ALLEN, JR. PNC Bank, N.A., Trustee Linda J. Lundberg, Vice Preside 8 Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies that it is the Trustee of the Trust Estate of Albert L. Allen, Jr.; that the facts set forth in the foregoing Petition for Adjudication/Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made to subject to the penalties of 18 Pa.C.S. §4904 (relating to unsworn falsification to authorities). PNC Bank, N.A. By: y~~ ~~- ~ ;, Linda J. Lundb2~, Vice Presiden 9 Certificate of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication/Statement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. WIX, WENGER & WEIDNER, P. By~ `~/ z-~-~I Robert C. Spitzer, Esquire Supreme Court ID No. 06264 Peter G. Howland, Esquire Supreme Court ID No. 91463 508 North Second Street P.O. Box 845 Harrisburg, PA 17108-0845 (717) 234-4182 10 ~. THIS AGREEMENT is made this ..~_ ~Y of , 1996• by and between ALBERT L. ALLEN, JR., (hereinafter called "Settlor")and PNC BANK, N.A., (hereinafter called "Trustee"). I. BACKGROUND: Settlor has caused this Trust to be funded by the transfer and assignment of certain property to Trustee, and/or by naming Trustee as beneficiary of certain life insurance policies. The Settlor may also cause other property to be deposited for the uses and purposes of this Trust. The property and/or insurance policies may be listed for convenience in detail in Schedule "A" attached to this Trust, and made a part hereof. The Trust is composed of two parts, an Administrative Part and a Dispositive Part. The Trust may be amended. ADMINISTRATIVE PART I[. AGREEMENT: Settlor creates this Trust on the following terms and conditions: Article I Addition of Property to Trust Settlor reserves the right to add to this Trust any policies of insurance issued on Settlor's life and any other properly and/or securities whether such addition be made by the Settlor or any other person. The proceeds of any such policies of insurance or any additional property and/or securities so acquired shall be held on the same terms of trust as if originally a part of the Tntst. Article II Reservation of Rights (Insurance) Settlor reserves to Settlor, during Settlor's Life, all payments, dividends, surrender value privileges and benefits of any kind which tray accrue on account of any of the aforesaid policies of insurance, and the right at any time to assign, pledge or use said policies, or any of them, or to change the beneficiary thereof, or to borrow money thereon, without the consent, approval or joinder of the Trustee, or any beneficiary hereunder. The Trust shall be operative only as to the proceeds of such of the policies as in terms may be due and payable to the Trustee at the time of the death of the Settlor or thereafter, after deduction of all charges against the policies by way of advances, loans, premiums or otherwise. Such proceeds shall be principal. The receipt of the Trustee for such proceeds shall release the insurance companies from Iiability on the policies. (Other Property) As to assets added to the Trust during the lifetime of the Settlor, and by the Settlor, the Settlor reserves to Settlor, during Settlor's life, the right to withdraw or direct payment of principal or income, and to direct Trustee to make such investments as Settlor desires, as well as the right to approve, in advance, any investments Trustee selects. Subject to these powers of Settlor, Trustee may pay principal or income for the support or welfare of Settlor. As to assets added to the Trust by a person or entity other than Settlor, Trustee shall, during the lifetime of Settlor, in Trustee's sole discretion, pay so much of the income and/or principal as Trustee deems necessary, for the benefit of Settlor and/or the issue of Settlor and for the support. maintenance, health, and safety of Settlor, or the issue of Settlor. All accumulated or undistributed income shall be added to principal hereunder. Article III Principal and Income Disbursement Upon Settlor's death, the Trustee shall disburse the income and principal of the Trust Estate in the manner set forth in detail in Schedule "B" attached hereto. 'r Article IV Premiums on Policies Trustee is not obligated to pay any premiums or assessments on policies of insurance and shall be under no obligation in respect to the policies other than for the safe-keeping thereof, except to the extent otherwise expressly agreed to herein, if the policies are deposited herewith. Article V Amendment and Revocation Settlor may by a writing, delivered to the Trustee: (a) amend, modify or alter this Agreement, in whole or in part, provided that the duties, powers and liabilities of the Trustee shall not be changed without its written consent; (b) revoke this Agreement in whole or in part; provided, however. that the rights of Settlor under (a) and (b) shall not apply to any assets added to the Trust by a person other than Settlor. Article VI Litigation to Enforce Policies, Collect Claims The Trustee may institute any proceedings at law or in equity in order to enforce the payment of insurance policies or the collection of other property, and may do and perform any and all other acts and things which may be necessary to do so. Trustee shall not, except at its option, enter into or maintain any litigation to enforce the payment of said policies, or collect such properly until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part. The Trustee is authorized to compromise and adjust claims arising out of the insurance policies or any of them or other property, upon such terms and conditions as it may deem just, and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein, all without necessity for court approval. Article VII Powers of Trustee Except as otherwise specifically provided herein, and in addition to the powers granted Trustee by law, (all of which shall be exercised by Trustee without posting bond or furnishing sureties in this or any other jurisdiction), the Trustee shall hold and manage the fund, when so collected, together with such other property as may be acquired, during the existence of this Trust, all of which property will hereinafter be referred to as the "Trust Estate", or "Trust" being any trust or trusts created herein or in Schedule "B" hereof, upon the following terms and conditions and with the following powers and authorities: A. Retain Assets: To retain all or any part of the trust in the form in which it was ac-.Itrired as long as it deems advisable; B. Dispose of Property: To sell, exchange, partition, lease, option, or otherwise dispose of any property or part thereof, real or personal, which may at any time form part of this Trust Estate at public or private sale for such purposes and upon such terms, including sales on credit with or without security, in such manner and at such prices as it may determine, including the right to lease real estate for periods in excess of five years and for a term expiring after the termination of any trust, and including the right to deal in real estate ventures as a general or limited partner. In the event of a sale, exchange, partition, lease or option of any of the property of this Trust Estate, there shall be no liability on the part of the purchaser or purchasers to see to the application of the purchase money, but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any trust created hereby; C. Authorized Investments: To invest or reinvest the Trust Estate in any property, real or personal, of any kind or nature, including stocks, bonds, mortgages. other securities and common trust funds of the Corporate Trustee, if any, without being limited or restricted to investments as now or may hereafter be prescribed for wstees by law including the right to acquire, sell or retain stock in the Corporate Ttvstee. Trustee may invest, reinvest, buy. sell or trade options, puts, calls, or any other type of financial instrument, the nature of which need 2 nut lx: contemplated or in existence at the time this trust is created. D. Register Securities: To register securities in its name as Trustee or in the name of any nominee or to take and keep the same unregistered and retain them or any part thereof in such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; E. Loans: Advances: To make any loans, or advances either secured or unsecured in such amounts, upon such terms, at such rates of interest and to such persons, firms, corporations or the executor or administrator of Settlor's Estate or the Estate of Settlor's spouse or otherwise to facilitate such estate administration without interest and without reimbursement for the purpose of the payment of taxes, debts and administration expenses; provided, however, that any benefits from a qualified employee benefit plan received by the Trustee shall not be used for the payment of such taxes, debts or expenses, if not includible in Settlor's gross estate for federal estate tax purposes nor funds otherwise eligible for the Marital Deduction; F. Retention in Cash: To retain for reasonable periods the principal or corpus, or any part thereof of this Trust Estate in the form of cash: G. Borrow Money: To borrow money for any purpose on any terms in connection with the administration of or investment in assets of this Trust Estate; execute promissory notes or other obligations for the amounts so borrowed and secure the payment of any amounts so borrowed by mortgage or pledge of any real or personal property which may at any time form a part of this Trust Estate; H. Vote Securities: To vote any securities upon any proposition or election at any meeting and to grant proxies, discretionary or otherwise; to join in or become a part of any reorganization, readjustment, merger, voting crust, consolidation or exchange and to deposit any such securities with any committee, depository, trustee or otherwise and to pay out of this Trust Estate any fees, expenses and assessments, incurred in connection therewith and to charge the same to principal or income as Trustee may see fit; to exercise conversion, subscription or other rights, or. to sell or abandon such rights and to receive and hold any new securities issued as a result of such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of subscription, conversion or other rights; and generally take all action in respect to any such securities as Trustee might or could do as absolute owner thereof; to vote any stock in the corporate trustee; I. Allocate Receipts, Expenses: In Trustee's discretion, to allocate to either principal or income or between them any and all taxes (especially capital gains taxes) or receipts or expenses which Trustee may be required to pay on behalf of this Trust Estate, but in no event shall the income of any marital deduction trust created herein bt reduced by the exercise of this power. 1. Distribute Cash or Kind, Non-Prorata: To divide or distribute, whenever it is required or permitted, this Trust Estate and to make such division or distribution in kind or in money or partly in kind and partly in money, and the judgment of the Trustee as to the value of the different items shall be conclusive and final upon the beneficiaries; to make non-prorata distributions of assets in kind; K. Consolidated Fund: To hold and administer the trusts created hereby in one or more consolidated funds in whole or in part in which the separate trusts or funds shall have an undivided interest; L. Compromise Claims: To compromise claims, on such terms and conditions as Trustee, in Trustee's sole and exclusive discretion, deems appropriate without obtaining court approval thereof. M. Engage Experts: To engage attorneys, investment cotmsel, accountants. agents and such other persons as it may deem advisable in the administration of this Trust Estate and to make such payment therefor as it may deem reasonable and to charge the expenses thereof to income or principal as it may determine and to delegate to such persons any discretion which it may deem proper. The Trustee shall not be liable for any negligence, omission or wrongdoing of such counsel or agents, providing reasonable care was exercised in their 3 selection; N. Principal to Minor: If the principal of any trust is payable to a person or persons under the age of twenty-one (21) years, the Trustcc shall continue the term of said trust as to said person or persons under the agc of twenty-one !2!) years, until he, she or they attain twenty-one (21) years of age, meanwhile paying over to the person under the age of twenty-one (21) years, or for their use and benefit, the proportionate share of the net income of said trust; O. Prohibition Against Sale: No title in any Trust Estate, or in the income accruing therefrom, or in its accumulation shall vest in any beneficiary, and no beneficiary shall have the right or power to transfer, assign, anticipate, or encumber his or her interest in said Trust Estate, or in the income therefrom, prior to the actual distribution thereof by the Trustee to said beneficiary. Further neither the income nor the principal of any Trust Estate shall be liable in any manner, in the possession of the Trustee for the debts, contracts, or engagements of any beneficiary. P. Facility of Payment: Should the principal or income or both of this or any Trust be payable to any person as to whom the Trustee has actual knowledge of a court adjudication of incompetency, or incapacity, or who the Trustee determines, in the discretion of Trustee, is unable to act effectively on his or her own behalf in financial matters, then Trustee shall have the right to use such principal or income to pay to such beneficiary, or for the benefit of such beneficiary, but nothing herein shall be deemed to impair the duty of Trustee to pay income to Settlor's spouse under any trust herein qualifying for the marital deduction (if created herein), unless Settlor's spouse is declared Legally incompetent. Q. Vesting: No trust created herein, or by exercise of a power of appointment hereunder, shall continue for more than twenty-one (Z1) years after the death of the last to die of Settlor and the beneficiaries in being at the date of Settior's death. Any property still held in trust at the expiration of that period shall immediately vest in and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto, or if their interests are indefinite, then in equal shares, per stirpes. R. Termination: If at any time during the term of this Trust, Trustee determines, in its sole discretion, that the corpus of the Trust has become too small to be practical, or uneconomical to continue, then Trustee may distribute the corpus of the Trust estate to the then income beneficiary or beneficiaries in accordance with the portions of income to which each beneficiary is entitled, or if such portions are not specifically set forth herein, then in such amounts as it deems appropriate. S. Adopted Children Included: The words "child, children or issur, or descendants" as used in this Trust. shall include adopted children and adopted grandchildren, and children or grandchildren born or adopted after the date of this Trust, unless expressly stated to the contrary. T. Business Authority: If the Trust Estate includes any interest which the Settlor had in a business at the time of Settlor's death, whether the same is a sole proprietorship, apartnership or a corporation in which Settlor owned all or a substantial portion of the stock, the Trustee is authorized to continue the business. without order of court, until such time as it deems it advisable to sell, liquidate or distribute the same in kind. Trustee shall have all rights and powers in connection with the business as the Settlor had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Trust Estate and of the beneficiaries thereof, without any liability for loss resulting from the operation of said business except where such loss is the result of gross negligence or fraud on the part of the Trustee. The Trustee shall be entitled to receive for its services in trorrtrection with said business, such additional compensation as may be commensurate therewith. U. Discretionary Power: In exercising discretionary powers granted to Trustee under this Trust, Trustee may give due regard to the assets and income of the beneficiary, other than assets and benefits under any 4 trust crcated hereunder. V. Powers Through Final Distribution: All powers and authorities granted to Trustee hereunder shall be fully exercisable by Trustee through and including final distribution of assets hereunder, even though the Trust may have terminated earlier. W. Allocation of Assets: Trustee may allocate assets among the beneficiaries (including any trust hereunder) without regard to the income tax basis of any such assets. X. Protection of Marital Deduction: Notwithstanding anything to the contrary herein oc in Schedule "B" hereof, no power, authority or discretion given to Trustee hereunder or in Schedule "B" hereof shall be construed in any manner which shall result in a disallowance of the marital deduction for any trust created for the benefit of my spouse, otherwise eligible for the marital deduction, if created hereunder, and any such power or authority which is construed to have such effect is void, hereby rr~voked, and to no effect, as if not set forth herein, in Trustee's discretion. Y. Employee Benefit Election: Trustee, in addition to all powers granted by law, is hereby authorized to make such election in connection with settlements under employee benefit plans in which Settlor has an interest as Trustee deems most advantageous under all the circumstances. Z. Education Defined: The word "education" as use in this Trust shall mean and include, but not be limited to primary, secondary, collegiate and/or post-graduate education in private or parochial school, college, trade school or graduate school. It is Settlor's intention in granting Trustee the power to expend funds for "education" that the word "education" be interpreted broadly by Trustee. AA. Occupancy of Residence: To permit any beneficiary or beneficiaries to occupy rent free any residence constituting a part of the assets of a trust for such beneficiary or beneficiaries and to pay the real estate taxes thereon, expenses of maintaining said residence in suitable repair and condition and hazard insurance premiums on the residence; provided, however, the Trustee shall not exercise this power in any way which would deprive Senior's spouse of the beneficial enjoyment of part "B" and such spouse shall have the right to limit, restrict or terminate the Trustee's exercise of this power if it interferes with such beneficial enjoyment. BB. Limitation on Trustee Power: No person at any time acting as a Trustee hereunder shall have any power or obligation to participate in any discretionary authority Settlor has given to Trustee to pay the income or principal to such person or for his or her benefit or in relief of his or her legal obligations. Further, no Trustee who is a beneficiary of one of the trusts, or who is legally obligated to support a beneficiary, shall ever participate in (i) the exercise of, or decision not to exercise, any discretion to pay income or principal to, or to apply income or principal for the benefit of. any beneficiary (including discretion to allocate funds among a group of beneficiaries and discretion to accumulate income), (ii) the determination whether a beneficiary is disabled, (iii) the decision to end any trust, (iv) the exercise of discretion to allocate receipts or expenses between principal and income, (v) decisions to exercise tax options, (vi) a decision to make payments to aid in the settlement of my estate, (vii) the selection of a custodian for a minor's property, (viii) the selection of the property to be allocated to the marital deduction trust, (ix) the decision to combine or divide trusts, or (x) the amendment of the trust by a Trustee hereunder. CC. Consultation with Others: Trustee is directed to consult with Settlor's spouse in connection with any investment of the Trust. DD. Generation Skipping: In my Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against my Trustee for exercising or not S excrcisrng such allocation powers as granted herein Further, Trustcc is authorized to divide any trust created hereunder into two separate trusts so that the inclusion ratio for generation skipping transfer tax purposes shall be either zero or one for each such separate trust. Any such separate trust shall have the identical provisions as the original trust. If trusts are created, the Trustee may. at any time prior to a combination of such trusts: (1) make different tax elections (including the allocation of Settlor's available generation-skipping tax exemption from the federal generation-skipping transfer tax) with respect to each separate trust-, (2) expend principal and exercise any other discretionary powers with respect to such separate trusts differently; (3) invest such separate trusts differently; and (4) take all other actions consistent with such trusts being separate entities. Further, the donee of any power of appointment with respect to any trust so divided may exercise such power differently with respect to the separate trusts created by the division. Settlor exonerates Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions) of Trustee are taken in good faith. If Trustee exercises the special election provided by Section 2652(x)(3) of the Internal Revenue Code, as amended, as to this Trust. Settlor authorizes Trustee in its sole discretion at any time prior to the funding of the trust by an instrument filed with the trust records to divide the trust property into two fractional share trusts. one based upon Settior's generation skipping transfer exemption allocated to the trust and the second being the balance of the trust property. If a trust hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation-skipping tax exemption to it, before the allocation the Trustee, in its discretion, may divide the trust into two separate trusts of equal or unequal value, to permit allocation of the exemption solely to one trust which will be entirely exempt from generation-skipping tax. Ia addition, if a trust hereunder is entirely exempt or entirely non-exempt from generation-skipping tax and adding property to the trust would partially subject it to generation-skipping tax, the Trustee, in its discretion, may hold that property as a separate trust in lieu of making the addition. Except as otherwise provided in this instrument. the trusts created herein shall have the same terms and conditions, but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are non-skip persons sa long as any readily marketable assets remain in trust other than the exempt trust. Upon division or distribution of an exempt trust and anon-exempt or partially exempt trust held hereunder, the Trustee, in its discretion. may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. EE. Reserves: To maintain reasonable reserves for depreciation, depletion, amortization and obsolescence. FF. Trustee's Power to Amend: Trustee shall have the power in its sole discretion, by an instrument filed with the trust records to amend the diapositive or administrative provisions of this indenture (including the provisions relating to the trustee); provided that only descendants of the grantor (or their estates) or charitable organizations described in Sections 2055(x) and 2522(x) of the Internal Revenue Code, as amended, shall be beneficiaries and the grantor shall not be given any right or power with respect to the trust property. Further, Trustee shall not exercise this power in such a way that a trust otherwise eligible for the marital deduction, or otherwise eligible as a qualified domestic trust does not qualify as such. Article VIII Applicable Law This Trust has been accepted in the State of Pennsylvania and shall in all respects be governed by the laws of that State. 6 'P Article IX Receipt of Policies Settlor, by joining in the execution of this instrument acknowledges (unless otherwise specified in writing) that Settlor has retained custody and possession of the insurance policies, if any, described on Schedule "A" attached hereto and made a part hereof. Article X Trustee's Compensation The compensation payable to Trustee shall be the compensation due, in accordance with the fee schedule of Trustee, at the time Trustee renders services hereunder, but if Trustee has no such fee schedule, then such compensation shall be reasonable. Article XI Resignation of Trustee Trustee may resign by giving written notice thereof to the Settlor. if living, or if Settlor is not living then to Setclor's spouse, or if Settlor's spouse is not living, by notice to Settlor's children, even if those children be minors, specifying a date. not less than thirty (30) days from the date of the notice, on which Trustee shall be deemed to have resigned. Upon such date, Trustee shall be deemed to have resigned, and upon delivery of the assets of the Trust to the Successor Corporate Trustee appointed as described below, shall be free of any further duty to Settlor or the beneficiaries or the Successor Corporate Trustee hereunder, except for past acts or conduct of Trustee. A Successor Corporate Trustee, a corporation. bank or trust company, qualified under the laws of the Commonwealth of Pennsylvania or the United States of America to act as Trustee shall be appointed as follows: 1. By Settlor, if then alive. 2. If Settlor is not then alive, then Settlor's spouse shall select the Successor Corporate Trustee. 3. If neither Settlor nor Sealor's spouse are alive, then such selection shall be made by majority vote of the income beneficiary or beneficiaries of the trust, who are twenty-one (21) years of age or older. 4. If Settlor and Setdor's spouse are not living, and there are no income beneficiaries of the age of twenty-one (21) years or older, or if the appropriate person above fails so to select a Successor Corporate Trustee, within ten days after notice of resignation is given, then and in such events the Orphans' Court Division of the Court of Common Pleas of the County in which this Trust has its situs shall select a Successor Corporate Trustee having the qualifications listed above. Any Successor Corporate Trustee so selected shall serve on the same terms and conditions, and with the same powers and duties as if originally appointed. Article XII Removal of Tntstee Settlor's spouse shall have the right, by written notice to Trustee, to remove the Trustee. If Settlor's spouse so removes the Trustee, then Settlor's oldest issue shall have the authority to name a successor trustee to serve on the same terms and conditions as set forth herein. Any such successor trustee shall be a corporation or national bank authoriud to exercise trust powers in the Commonwealth of Pennsylvania. 7 IN WITNESS WHEREOF, the Seulor, ALBERT L. ALLEN, .TR., and Trustee, PNC BANK, N.A., have signed this Trust the day and year first above written. /LZ~:c.J' ~ ~ SEAL) ALBERT . ALLE . Signed, sealed and delivered in the presence of: ATTEST: .t..t~91 ~ V r--,z t~ ~ . ~ ~,r- (Corporate Seal) PNC BANK, N.A. BY 8 t COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF On the l ~ ~ ay of 1~1~~-~CL~ 1996. before me, the subscriber, a Notary Public in and for said Commonwealth and County, came the above-named ALBERT L. ALLEN, .~., satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged the above Agreement to be his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal. NOTARtAL SEAL JUDYA fMES, Notary Public Harrisburg, Dauphin County My Commission Eicprres Sept 8, ~ 95 i COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: On the ~ day of G~'TA~ , 1996, the subsc11~~'be~r~, a Notary Public in and for said Commonwealth and County, personally appeared •TA~ES ~ SST ,who acknowledged himself to be che~~a,~ h'~'E FXESiy~.vT of PNC BANK, N:A., and that he as such officer being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ~ ~G~.~l~ Notary Public My Commission Expires: i t .. ;'~ ~~ 9 - n 4 SCHEDULE "A" LIST OF THE LIFE INSURANCE POLICIES AND/OR PROPERTY DEPOSITED WITH PNC BANK, N.A. UNDER REVOCABLE TRUST AGREEMENT wITH ALBERT L. ALLEN, JR. 31.00 Io SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ALBERT L. ALLEN, JR. UNDER AGREEMENT DATED , 1996 Trustee shall divide the Trust Estate (including but not limited to any and ail property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof. before the payment of inheritance, estate or succession taxes. whether such taxes are paid from this crust or any other source), into two (2) parts, one "Family" or "Credit Shelter", Part "A" and the second "Martital", Part "B", in the following manner, and each to be held on the following terms and conditions: BART "A" A. Amount; Composition: Part "A," the "Family" or "Credit Shelter" part, shall be such amount, if any, as when added to other property passing outside of this Ttust Agreement (which is included in Settlor's gross estate for federal estate tax purposes and does not qualify for the marital or charitable deduction) will produce a federal estate taut in Settlor's estate, prior to the use of such credits, equal to the total of the available unified credit and the credit for state death taxes (other than those imposed solely to obtain the credit under Section 2011 of the Internal Revenue Code). This amount shall be computed before payment of death taxes and tray be satisfied with cash or with assets in kind at their market value at the date of distribution. Property ineligible for the marital deduction or excludable from Seulor's gross estate shall be allocated to this part, even if such allocation results in an overfunding. TERMS OF DISTRIBUTION Part "A" shall be held by Settior's Trustee. on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion. if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor administration expenses and estate and inheritance taxes (including the supplemental estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip), and other expense to facilitate the administration of Seulor's estate, with respect to property or interests subject to taxation by reason of Settlor's death. and whether passing under Settior's will, or otherwise, without apportionment, and without reimbursement frorr, the principal hereof. During Spouse's Lifetime 2. Trustee shall pay the income, and may pay such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlor's spouse and to maintain the standard of living to which Settlor's spouse has become accustomed. Upon and After Spouse's Death 3. Upon the death of Settior's spouse, or if she does not survive Settlor, this Trust shall terminate, and the remaining principal and accumulated income of the Trust Estate shall be paid as follows: (a) Two and one-half per cent (21/29) to MERCERSBURG ACADEMY, for general purposes. 11 (b1 Two and one-half per cent (2 !/296) to MESSIAH COLLEGE, for general purposes, (c) Two and one-half per cent (2 l/296) to HARRISBURG ACADEMY, for general purposes. (d) Two and one-half per cent (2 1/296) to KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA, for genera! purposes. (e) The balance of the Trust shall be paid in equal shares to Settlor's children, ALBERT L. ALLEN, I1I, BRYAN L. ALLEN and SARA S. B. ALLEN, per stirpes, absolutely and free of Trust. B. Part "B," the "Marital Part" shall consist of the remainder of the Trust Estate. Part "B" shall be paid, distributed and/or held in further trust by Trustee on the following terms and conditions: Distribution of Income and Principal; Withdrawals 1. Settlor's spouse shall be entitled to all of the income from Pan "B", payable in quarterly or more frequent installments as Settlor's spouse determines. 2. No person shall have power to appoint any part of the propeny making up Part "B" to any person, other than to Settlor's spouse, during the life of Settlor's spouse. 3. The income interest creazed for the benefit of Settlor's spouse hereunder is intended to qualify as a qualified income interest, and the property making up Part "B" is intended co constitute qualified terminable interest property under Internal Revenue Code Section 2056(b)(7) and (8). or such like section as is enacted from dme to time. 4. Settlor's spouse shall have the right to withdraw all of the principal for any reason, at any time, by written notice directed to Trustee. As to any amount so withdrawn, this trust shall terminate. 5. Trustee may use all or such part of the principal for the benefit of Settlor's spouse, to maintain the standard of living of Settlor's spouse or for the health, support and maintenance of Settlor's spouse, as Trustee determines, and, only in the discretion of any corporate Trustee, for the comfort of Settlor's spouse. Distribution Upon Spouse's Death 6. On the death of Settlor's spouse this trust shall terminate and Trustee shall pay the accumulated income to the estate of Settlor's spouse, and pay and distribute the principal remaining in further trust on the terms and conditions set forth as follows: (a) ro) One-third for Settlor's son, BRYAN L. ALLEN, or. if he is not living for his issue. One-third for Settlor's son, ALBERT L. ALLEN, III, or, if he is not living for his issue. 12 .,, (c) One-third for Settior's son. SARA S. B. ALLEN. or, if she is not living for her issue. Each Trust shall be held as follows: (!) Trustee shall pay net income from each trust for the beneficiary thereof. (2) [n every calendar year after the first calendar year in which the trust has been funded. the beneficiary shall have a right to withdraw, by written notice to Trustee, not more than fifteen per cent (154b) of the then principal balance of the trust, and the trust shall so terminate as to such portion so withdrawn. (3) Trustee can use all or such portion of the principal for the health, maintenance, support, education of the beneficiary of the trust, or the issue of such beneficiary, as Trustee determines, in the sole discretion of Trustee. (4) The trust shall terminate at the expiration of five (5) years from the date the trust shall have been funded. On termination. all the then principal and any accumulated income shall be paid to the beneficiary, but if the beneficiary is not then living to the issue of such beneficiary, per stirpes, and if the beneficiary has died without issue surviving, then that share shall be divided among the other trusts created in this paragraph as if originally a part thereof. If no beneficiary or issue of a beneficiary of a separate trust is surviving at the termination of such trust, then the principal thereof shall be paid and distributed absolutely in equal shares to the entities described in A 3 (a), (b), (c) and (d) hereof. C. Trustee shall pay any increase in federal estate or inheritance taxes or administration expenses in the estate of Settlor's spouse caused by the inclusion of this Marital Trust or Part "B" for tax purposes in the estate of Settlor's spouse, from principal of Part "B". Trustce may rely upon a written statement from the executor of Settlor's spouse as to the amount of such tax or expense. D. Settlor's spouse shall have the right to compel Trustee to invest in income-producing property, as to investments in Part "B" E. In the event Settlor's spouse and Settlor should die under circumstances which render the order of their deaths uncertain, for the purposes of this Trust it shall be conclusively presumed that Settlor's spouse survived Settlor. In such event, however, or in the event that Settlor's spouse shall die within six (6) months of tbe date of Settlor's death, (in lieu of the amount above specified), Part "B" shall consist of that amount (but no tuore) of the principal held hereunder (without deduction for estate or inheritance taxes) which must be added to the value of all other property for which the marital deduction is allowed, in order to give Settlor's estate a marital deduction which would result in the lowest total of federal estate tax on Settlor's estate and Settlor's spouse's estate. Such amount shall be determined on the assumption that Settlor's spouse died after Settlor on the date of Setdor's death and that Settlor's spouse's estate was valued as of the date upon (and in the [Wanner in) which Settlor's estate is valued for federal estate tax purposes. ALBERT L. LEN, d~1. 13 a.... •~ AMENDMENT TO TRUST created by ALBERT L. ALLEN, JR, with PNC BANK, N.A, Dated October 16,1996 Dated: ~ 1 4' 1998 PNC BANK, N.A. Re: Trust Agreement dated October 16,1996 between ALBERT L. ALLEN, JR. as Setttor and PNC BANS, N.A. as Trustee, dated October 16,1996 Gentlemen: Pursuant to the rights reserved to ALBERT L. ALLEN, JR. under Article V(a) of this Trust, ALBERT L. ALLEN, JR. wishes to and does hereby amend this Trust as set forth in this AMENDMENT TO TRUST. In all respects, other than those specifically set forth below, the terms and _ conditions of the above Trust are ratified and confirmed, in their entirety. Schedule "B", "Plan of Distribution of Trust Estate of ALBERT L. ALLEN, JR. Under Agreement dated October 16, 1996" is deleted in its entirety and the attached Schedule "B" is substituted in its place. ACCEPTED this $~ day of~~•,~~-„L~~/ .1998. PNC BANK, N.A. U .-. By gust Officer C:\MyFilaa\xP C11entV1LLEN\ESTPLAN\amd tr as 98.wpd Ve y yours, ~~~ ALBERT L. ALLEN, Page 1 of 5 ~1 TH OF PENNSYLVANIA: SS: CpUNTY OF DAUPHIN: h On the ~y'~day of ~C~~Q.~. , 1998, before me, the subscnber, a Notary Public in and for said Commonwealth and County, came the above-named ALBERT L. ALLEN, JR., satisfactorily proven to me to be the person whose name is subscribed to the within instrument and acknowledged the above instrument to be her/his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal ~'7 Notary Pub~i~ My Commission Expires: Pbbnei Seal Rhonda E. Ebert', Notary Public ~, ', EM. ~y ooz Member, p~nsylvania Ilssocfedbn of Notaries C:'\IiyFilea\NP Client\ALLEN\ESTPLAN\amd tr sa 98.wpd PS$C 2 Of S ,7, r., ~,. 4 ~~ $. S SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ALBERT L. ALLEN, JR. UNDER AGREEMENT DATED October 16, 1996 Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, Estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2) parts, one "Family" or "Credit Shelter", Part "A" and the second "Marital", Part "B", in the following manner, and each to beheld on the following terms and conditions: PART "A" A. Amount; Composition: Part "A," the "Family" or "Credit Shelter" part, shall be such amount, if any, as when added to other property passing outside of this Trust Agreement (which is included in Settlor's gross Estate for federal Estate tax purposes and does not qualify for the marital or charitable deduction) will produce a federal Estate tax in Settlor's Estate, prior to the use of such credits, equal to the total of the available unified credit and the credit for state death taxes (other than those imposed solely to obtain the credit under Section 2011 of the Internal Revenue Code). This amount shall be computed before payment of death taxes and maybe satisfied with cash or with assets in kind at their market value at the date of distnbution. Property ineligible for the marital deduction or excludable from Settlor's gross Estate shall be allocated to this part, even if such allocation results in an overfimding. TERMS OF DISTRIBUTION Part "A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustce may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor administration expenses and Estate and inheritance taxes (including the supplemental Estate tax on certain qualified plan benefits, but not including any gceeration skipping transfea tax imposed on a direct skip), and other expense to facilitate the administration of Settler's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, without apportionment, and without reimbursement from the principal hereof During Spouse's Lifetime 2. Trustee shall pay the sum of twenty-five thousand dollars, (x25,000.) to each of Settlor's beloved children who survive Settlor, Albert L. Allen, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust, and distribute all of Settlor's tangible personal property, including but not limited to automobiles, antiques, art objects, and the like to Settlor's beloved Wife, Betty, absolutely and free of trust. Trustee shall and hold the balance of this Part A in further trust, paying the income, and such portion of the principal of this Trust as Trustee decides from tune to tune for the support of Settlor's spouse and to maintain the standard of living to which Settlor's spouse, has become accustomed. C:\MyFilea\YP Client\ALLEN\ESTPLAN\amd tr as 98.vpd PagC 3 of S Upon and After Spouse's Death 3. Upon the death of Settlor's spouse, or if she does not survive Settlor, this Trust shall terminate, and the remaining principal and accumulated income of the Trust Estate shall be paid as follows: (a) Two and one-half per cent (2 1/2%) to MERCERSBURG ACADEMY, for general purposes. (b) Two and one-half per cent (2 1/2%) to MESSIAH COLLEGE, for general purposes, (c) Two and one-half per cent (2 1/2%) to HARRISBURG ACADEMY, for general purposes. (d) Two and one-half per cent (2 1/2%) to KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA, for general purposes. (e) The balance of the Trust shall be paid to Settlor's children, ALBERT L. ALLEN, III, BRYAN L. ALLEN and SARA S. B. ALLEN, per stirpes, absolutely and free of Trust. PART "B" B. Part "B," the "Marital Part" shall consist of the remainder of the Trust Estate. Part "B" shall be paid, distributed and/or held in further trust by Trustee on the following terms and conditions: Distn'bution of Income and Principal; Withdrawals 1. Settlor's spouse shall be entitled to all of the income from Part "B", payable in quarterly or more frequent installments as Settlor's spouse determines. 2. No person shall have power to appoint any part of the property making up Part "B" to any person, other than to Settlor's spouse, during the life of Settlor's spouse. 3. The income interest created for the benefit of Settlor's spouse hereunder is intended to qualify as a qualified income interest, and the property making up Part "B" is intended to constitute qualified terminable interest property under Internal Revenue Code Section 2056(bx~ and (8), or such ldce section as is enacted from time to time. 4. Settlor's spouse shall have the right to withdraw all of the principal for any reason, at anytime, by written noticx directed to Trustce. As to any amount so withdrawn, this trust shall terminate. 5. Trustee may use all or such part of the principal for the benefit of Settlor's spouse, to maintain the standard of living of Settlor's spouse or for the health, support and maintenance of Settlor's spouse, as Trustee determines, and, only in the discretion of any corporate Trustee, for the comfort of Settlor's spouse. Distribution Upon Spouse's Death 6. On the death of Settlot's spouse this trust shall terminate and Trustee shall pay the aa~umulated income to the estate of Settlor's spouse, and pay and distribute the principal remaining in further trust on the teams and conditions set forth as follows: C:\MyFilea\NP Client\ALLEN\ESTPLAN\amd tr as 98.wpd Page 4 of S (a) Ono-third for Settler's son, BRYAN L. ALLEN, or, if he is not living for his issue. (b} Ono-third for Settler's son, ALBERT L. ALLEN, III, or, if he is not living for his issue. (c) Ono-third for Settler's son, SARA S. B. ALLEN, or, if she is not living for her issue. Each Trust shall be held as follows: (1) Trustee shall pay net income from each trust for the beneficiary thereof. (2) In every calendar year after the first calendar year in which the trust has been funded, the beneficiary shall have a right to withdraw, by written notice to Trustee, not more than fifteen per cent (15%) of the then principal balance of the trust, and the trust shall so terminate as to such portion so withdrawn. (3) Trustee can use all or such portion of the principal for the health, maintenance, support, education of the beneficiary of the trust, or the issue of such beneficiary, as Trustee determines, in the sole discretion of Trustee. (4) The trust shall terminate at the expiration of five (5) years from the date the trust shall have been funded. On termination, all the then grincipal and any accumulated income shall be paid to the beneficiary, but if the beneficiary is not .then living to the issue of such beneficiary, per stirpes, and if the beneficiary has died without issue surviving, then that share shall be divided among the other trusts created in this paragraph as if originally a part thereof If no beneficiary or issue of a beneficiary of a separate trust is surviving at the tenmination of such trust, then the principal thereof shall be paid and - distrtbuted absolutely in equal shares to the entities described in A 3 (a), (b), (c) and (d) hereof. C. Trustee shall pay any incxease in federal estate or inheritance taxes or administration expenses in the estate of Settler's spouse caused by the inclusion of this Marital Trust or Part "B" for tax purposes in the estate of Settler's spouse, from principal of Part "B". Trustce may rely upon a written statement from the executor of Settler's spouse as to the amount of such tax or expeaee. D. Settler's spouse shall have the right to compel Trustee to invest in income-producing property, as to investmet-ts in Part "B". E. In the event Settler's spouse and Settler should die under circumstances which rends the order of their deaths uncertain, fa the p~u~poses of this Trust it shall be conclusively presumed that Settler's spouse survived Settler. th such event, however, or in the event that Settler's spouse shall die within six (~ months of the date of Settler's death, (in lieu of the amount above specified), Part "B" shall consist of that amount (but no mare) of the principal held hereunder (without deduction for estate or inheritance taxes) which must be added to the value of all other property for which the marital deduction is allowed, in order to give Settler's estate a marital deduction which would result in the lowest total of federal estate tax on Settler's estate and Settler's spouse's estate. Such amount shall be determined on the assumption that Settler's spouse died after Settler an the date of Settler's death and that Settler's spouse's estate was valued as of the date upon (and in the manner in) which Settler's estate is valued for federal estate tax purposes. // / ,~ :t~L~~~l - /, ALBERT L. ALLEN, JRv~ c: ViyFiles\NP Client\ALLEN\ESTPLAlt\amd tr as 98.r+pd Page S of 5 ~'~-, ~° f AMENDMENT TO TRUST created by ALBERT L. ALLEN, JR., with PNC BANK, N.A. Dated October 16, 1996 Dated: ~ G~ /`~/ , 2004 PNC BANK, N.A. Re: Trust Agreement dated October 16, 1996 between ALBERT L. ALLEN, JR. as Settlor and PNC BANK, N.A. as Trustee Gentlemen: Pursuant to the rights reserved to ALBERT L. ALLEN, JR. under Article V(a) of this Trust, ALBERT L. ALLEN, JR. wishes to and does hereby amend this Trust as set forth in this AMENDMENT TO TRUST. In all respects, other than those specifically set. forth below, the terms and conditions of the above Trust are ratified and confirmed, in their entirety. Schedule "B", "Plan of Distribution of Trust Estate of ALBERT L. ALLEN, JR. Under Agreement dated October 16, 1996" is deleted in its entirety and the attached Schedule "B" is substituted in its place. Ve truly yours ,(~,S/ / ~ ALBERT L. ALLEN, ACCEPTED this day of ~ ~ , 2004. PNC BAIy~, N.A. By.~1 ~~1" . Trust Officer COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPH On the ~ day of /~ ~ , 2004, before me, the subscriber, a Notary Public in and for said Commonwealth and County, c e the above-named ALBERT L. ALLEN, JR., satisfactorily proven to me to be the person whose name is subscribed to the within instrument and aclozowledged the above instrument to be her/his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal. otary Publi My ommission Expires: Notarial Seal ~~~Y A. Riedel, ~~Y~Inardstwr9, Da ~ssion Expires Mar. 7.20pg `: Member. Pennsyltrania ~ ~~~ C:\MY FILES\WP Client A-M\ALLEN\EST PLAN 04\amd tr as 98.wpd Page 1 Of 4 - SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ALBERT L. ALLEN, JR. UNDER AGREEMENT DATED October 16, 1996 Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, Estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2} equal parts, one Part "A" and the second Part "B", in the following manner, and each to be held on the following terms and conditions: PART "A" A. TERMS OF DISTRIBUTION Part "A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor administration expenses and Estate and inheritance taxes (including the supplemental Estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip), and other expense to facilitate the administration of Settlor's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, without apportionment, and without reimbursement from the principal hereof. 2. Trustee shall pay the sum of twenty-five thousand dollars, ($25,000.) to each of Settlor's beloved children who survive Settlor, Albert L. Allen, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust. 3. Trustee shall distribute all of Settlor's tangible personal property, including but not limited to automobiles, antiques, art objects, and the like to Settlor's beloved Wife, Betty, absolutely and free of trust. 4. Trustee shall and hold the balance of this Part A in further trust, paying the income, and such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlor's spouse and to maintain the standard of living to which Settlor's spouse, has become accustomed. 5. Settlor's spouse shall have the right to withdraw all of the principal for any reason, at any time, by written notice directed to Trustee. As to any amount so withdrawn, this trust shall terminate. 6. Upon the death of Settlor's spouse, or if she does not survive Settlor, this Trust shall terminate, and the remaining principal and accumulated income of the Trust Estate shall be C:\MY PILES\WP Client A-M\ALLEN\EST PLAN 04\amd tr as 98.wpd Page 2 of 4 paid as follows: (a) Two and one-half per cent (2 %%) to MERCERSBURG ACADEMY, for general purposes. (b) Two and one-half per cent (2 %2%) to MESSIAH COLLEGE, for general purposes, (c) Two and one-half per cent (2 %i%) to HARRISBURG ACADEMY, for general purposes. (d) Two and one-half per cent (2 %2%) to KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA, for general purposes. (e) The balance of the Trust shall beheld and distributed in further trust on the terms and conditions set forth as follows: One-third for Settlor's son, BRYAN L. ALLEN, or, if he is not living for his issue; One-third for Settlor's son, ALBERT L. ALLEN, III, or, if he is not living for his issue; One-third for Settlor's daughter, SARA S. B. ALLEN, or, if she is not living for her issue. Each Trust shall be held and distributed as follows: (1) Trustee shall pay net income from each trust to the beneficiary thereof. (2) In every calendar year after the first calendar year in which the trust has been funded, the beneficiary shall have a right to withdraw, by written notice to Trustee, not more than fifteen per cent (15%) of the then principal balance of the trust, and the trust shall so terminate as to such portion so withdrawn. (3) Trustee can use all or such portion of the principal for the health, maintenance, support, education of the beneficiary of the trust, or the issue of such beneficiary, as Trustee determines, in the sole discretion of Trustee. (4) The trust shall terminate at the expiration of five (5) years from the date the trust shall have been funded. On termination, all the then principal and any accumulated income shall be paid to the beneficiary, but if the beneficiary is not then living to the issue of such beneficiary, per stirpes, and if the beneficiary has died without issue surviving, then that share shall be divided among the other trusts created in this paragraph as if originally a part thereof, or, if no issue of Settlor so survive, then in equal shares to the entities mentioned above, receiving Two and one-half per cent (2 %2%) interests. C:\MY FILES\WP Client A-M\ALLEN\EST PLAN 04\amd tr as 98.wpd Page 3 of 4 PART "B" B. Part "B," shall consist of the remainder of the Trust Estate. Part "B" shall be paid, distributed and/or held in further trust by Trustee on the following terms and conditions: 1. Settlor's spouse shall be entitled to all of the income from Part "B", payable in quarterly or more frequent installments as Settlor's spouse determines. 2. Trustee may use all or such part of the principal for the benefit of Settlor's spouse, to maintain the standard of living of Settlor's spouse or for the health, support and maintenance of Settlor's spouse, as Trustee determines. 3. On the death of Settlor's Spouse, or if she does not survive Settlor, this trust shall terminate, and the residue hereof shall be paid to Settlor's children, ALBERT L. ALLEN, III, BRYAN L. ALLEN and SARA S. B. ALLEN, per stirpes, absolutely and free of Trust. y~'` ALBERT L. ALL , JR. C:\MY FILES\WP Client A-M\ALLEN\EST PLAN 04\amd tr as 98.wpd Page 4 of 4 II AMENDMENT TD TRUST II created by ALBERT L. ALLEN, JR., with PIVCBANK, N.A. Dated October l6, I996 Dated: -~ ~' ~"' , 2008 PNC BANK, N.A. Gentlemen: Re: Trust Agreenie~at dated October 16, 1996 between ALBERT L. ALLEN, JR. as Settlor and PNC BAN% N.A. as Trustee Pursuant to the rights reserved to ALBERT L. ALLEN, 7R. under Article V(a) of this Trust, ALBERT L. ALLEN, JR. wishes to and does hereby amend this Trust as set forth in this AMENDMENT TO TRUST. In all respects, othex than those specifically set forth below, the terms and conditions of the above Trust are ratified and confirmed, in their entirety. Schedule "B", "Plan of Distribution of Trust Estate of ALBERT L. ALLEN, JR. Under Agreement dated October 16, 1996" is deleted in its entirety and the attached Schedule "B" is substituted in its place. < Ue~yy truly yours, ALBER .ALLEN, JR. ACCEPTED this / 3~i~ day of ....a. will ~,,.~ , 2408. PNC BAND, N.A. By ~ 2~ ~~'etS~,~~ ~.-'Trust Offi~ COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHI~1: On the 'Zi2~c day of ~~~1 , 2008, before me, the subscriber, a Notary Public in and for said Commonwealth and County, came tI~bove-named ALBERT L. ALLEN, JR., satisfactorily proven to me to be the person whose name is subscribed to the within instrument and aclmowledged the above instrument to be her/his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seai. COMMONWEALTH OF PENNSYLVAMA Notary Public UC ~~U rnC•~ ~~{,u~~2lf/rl Notarial Seai D Hama Owings Baughman, Notary Pnbiic My Commission Expires: ~-(~1Z,2U09 City of t•Iarrisburg, Dauphin County Niy Cornmission Expires July 12, 2003 Member, Pennsylvania Association of Notaries F:\RCS\WP CLIENT A-Z\ALLEN\£STATE PLAN 08 ALA\ANID TR AA 86.DOC SCHEDULE "S" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ALBERT L. ALLEN, JR. UNDER AGREEMENT DATED October 16, 1996 Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last WiII and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, Estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2) equal parts, one Part "A" and the second Part "B", in the following manner, and each to be held on the following terms and conditions: nenT ~~e~~ A. TERMS OF DISTRIBUTION Part "A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor administration expenses and Estate and inheritance taxes (including the supplemental Estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip) , and other expense to facilitate the administration of Settlor's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settior's will, or otherwise, without apportionment, and without reimbursement from the principal hereof. 2. Trustee shall pay the sum of twenty-five thousand dollars, ($25,000.) to each of Settlor's beloved children who survive Settlor, Albert L. Allen, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust. 3. Trustee shall distribute all of Settlor's tangible personal property, including but not limited to automobiles, antiques, art objects, and the like, in as equal shares as Trustee determines to be practical, to Settlor's children who survive Settlor, Albert L. A11en, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust. 4, Upon the death of Settlor, this Trust shall terminate, and the remaining principal and accumulated income of the Trust Estate shall be paid as follows: (a) Two and one-half per cent (2 1/2%) to MERCERSBURG ACADEMY, for general purposes. (b) Two and one-half per cent (2 ~/z%) to MESSIAH COLLEGE, for general purposes, F:\RCS\WP CLIENT A-2\ALLEN\ESTATS PLAN 08 ALA\AMD TR AA 96.DOC (c) Two and one-half per cent (2 ~/2%) to HARRISBURG ACADEMY, for general purposes. (d) Two. and one-half per cent (2 ~/a %) to KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA, for general purposes. (e} The balance of the Trust shall beheld and distributed in further trust on the terms and conditions set forth as follows: One-third for Settlor's son, BRYAN L. ALLEN, or, if he is not living for his issue; One-third for Settlor's son, ALBERT L. ALLEN, III, or, if he is not living for his issue; One-thud for Settlor's daughter, SARA S. B. ALLEN, or, if she is not living for her issue. Each Trust shall be held and distributed as follows: (1) Trustee shall pay net income from each trust to the beneficiary thereof. (2} In every calendar year after the first calendar year in which the trust has been funded, the beneficiary shall have a right to withdraw, by written notice to Trustee,. not more than fifteen per cent (15 %) of the then principal balance of the trust, and the trust shall so termuzate as to such portion so withdrawn. (3) Trustee can use all or such portion of the principal for the health, maintenance, support, education of the beneficiary of the trust, ar the issue of such beneficiary, as Trustee determines, in the sole discretion of Trustee. (4) The trust shall terminate at the expiration of five (5} years from the date the trust shall have been funded. On termination, all the then principal and any accumulated income shall be paid to the beneficiary, but if the beneficiary is not then living to the issue of such beneficiary, per stirpes, and if the beneficiary has died without issue surviving, then that share shall be divided among the other trusts created in this paragraph as if originally a part thereof, or, if no issue of Settlor so survive, then in equal shares to the entities mentioned above, receiving Two and one-half per cent (2 1/z%) interests. P:\RCS\WP CLIENT A-Z\ALLEN\ESTAT'E PLAN 08 ALA\AMD TR AA 96.DOC PART "B" B. Part "B," shall consist of the remainder of the Trust Estate. Part "B" shall be paid, and distributed by Trustee on the following terms and conditions: On the death of Settlor, this trust shall terminate, and the residue hereof shall be paid to Settlor's children, ALBERT L. ALLEN, III, BRYAN L. ALLEN and SARA 5. B. ALLEN, per stirpes, absolutely and free of Trust. ALBERT L. ALLEN, JR.. F:\RCS\WP CLIENT A-Z\ALLEN\ESTATE PLAM 08 ALA\AMD TR AA 96.DOC created by ALBERT L. ALLEN, JR., will: PNC BANK, N.A. Dated October 16,1996 Dated: .~ ~ Z , 2009 PNC BANK, N.A. Re: Trust Agreement dated October 16, 1996 between ALBERT L. ALLEN, JR. as Settior and PNC BANK, N.A. as Trustee Gentlemen: Pursuant to the rights reserved to ALBERT L. ALLEN, JR. under Article V(a) of this Trust, ALBERT L. ALLEN, JR. wishes to and does hereby amend this Trust as set forth in this AMENDMENT TO TRUST. In all respects, other than those specifically set forth below, the terms and conditions of the above Trust are ratified and confirmed, in their entirety. Schedule "B", "Plan of Distribution of Trust Estate of ALBERT L. ALLEN, JR. Under Agreement dated October 16, 15196" is deleted in its entirety and the attached Schedule "B" is substituted in its place. • Ve truly yours, 4Jr~~55: ACCEPTED this ~ ~ ~-h `Y/j day of 2009. PNC BANK, N.A. r BERT L. A EN, J . BY,.~,c4.,« zo ?hrl v~9 f ~~ Trust OfficeY COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUP IN: On the r.~~ day of ~Cf,L1 2009, before me, the subscriber, a Notary Public in and for said Commonwealth and County, came the above-named ALBERT L. ALLEN, JR., satisfactorily proven to me to be the person whose name is subscribed to the within instrument and acknowledged the above instrument to be 1~/his act and deed, and desired the same might be recorded as such. WITNESS my hand and Notarial Seal. ~~ `- ~ Notary Publi~ ~ r ea Harva J. Owinpa-Baugh an, Notary Publk; My Commission Expires: '>~ 2~1-0~Z City of Harrisburg, auphln County My Cornmfsslorr Exp July 12, 2012 :. Member, Pennsylvanls aUon of Noffiries F:\RCS\rrP CL;ENT A-Z\ALLEN\ESTATE PLAN OB 09 ALA\AA MATTERS 09\A!ID TR AA .DOC II AMENDMENT TO TRUST II SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ALBERT L. ALLEN, JR. UNDER AGREEMENT DATED October 16, 1996 'Prustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance, Estate or succession taxes, whether such taxes are paid from this trust or any other source), into two (2) equal parts, one Part "A" and the second Part "B", in the following manner, and each to be held on the following terms and conditions: PART "A" A. TERMS OF DISTRIBUTION Part "A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor administration expenses and Estate and inheritance taxes (including the supplemental Estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip), and other expense to facilitate. the administration of Settlor's Estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, without apportionment, and without reimbursement from the principal hereof. 2. Trustee shall pay the sum of twenty-five thousand dollars, ($25,000.) to each of Settlor's beloved children who survive Settlor, Albert L. Allen, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust; and trustees shall pay the sum of $2,000.00, to each of the following persons who have been of great assistance to Settlor, in recognition of their kindness --, J~3el~e, Suzanne Keener, Paula Montgomery, Nancy Morris, and Jay Brown. ~~' ~~- 3. Trustee shall distribute all of Settlor's tangible personal property, including but not limited to automobiles, antiques, art objects, and the like, in as equal shares as Trustee determines to be practical, to Settlor's children who survive Settlor, Albert L. Allen, III, Bryan L. Allen, and Sara S. B. Allen, absolutely and free of trust. 4. Upon the death of Settlor, this Trust shall terminate, and the remaining principal and accumulated income of the Trust Estate shall be paid as follows: (a) Two and one-half per cent (2 ~/2%) to MERCERSBURG ACADEMY, for general purposes. _ `) F:\RCS\WP CLIENT A-2\ALLEN\ESTATE PLAN 08 09 ALA\AA MATTERS 09\AMD TR AA .DOC ' (b) Two and one-half per cent (2 ~lz%) to MESSIAH~COLL- EGE, for general purposes, ,~, (c) Two and one-half per cent (2 ~h%) to HARRISBURG ACADEMY, for general purposes. (d) Two and one-half per cent (2'I2%) to KEYSTONE AREA COUNCIL, BOY SCOUTS OF AMERICA, for general purposes. (e) The balance of the Trust shall beheld and distributed in further trust on the terms and conditions set forth as follows: One-third for Settlor's son, BRYAN L. ALLEN, or, if he is not living for his issue; One-third for Settlor's son, ALBERT L. ALLEN, III, or, if he is not living for his issue; One-third for Settlor's daughter, SARA S. B. ALLEN, or, if she is not living for her issue. Each Trust shall be held and distributed as follows: (1) Trustee shall pay net income from each trust to the beneficiary thereof. (2) In every calendar year after the first calendar year in which the trust has been funded, the beneficiary shall have a right to withdraw, by written notice to Trustee, not more than fifteen per cent (15%) of the then principal balance of the trust, and the trust shall so terminate as to such portion so withdrawn. (3) Trustee can use all or such portion of the principal for the health, maintenance, support, education of the beneficiary of the trust, or the issue of such beneficiary, as Trustee determines, in the sole discretion of Trustee. (4) The trust shall terminate at the expiration of five (5) years from the date the trust shall have been funded. On termination, all the then principal and any accumulated income shall be paid to the beneficiary, but if the beneficiary is not then living to the issue of such beneficiary, per stirpes, and if the beneficiary has died without issue surviving, then that share shall be divided among the other trusts created in this paragraph as if originally a part thereof, or, if no issue of 5ettlor so survive, then in equal shares to the entities mentioned above, receiving Two and one-half. per cent (2 ~/2 %) interests. F:\RCS\NP CLIENT A-Z\AS.LEN\ESTATE PLAN 08 09 ALA\AA MATTERS 09\AMD TR AA .DOC PART "B" B. Part "B," shall consist of the remainder of the Trust Estate. Part "B" shall be paid, and distributed by Trustee on the following terms and conditions: On the death of Setttor, this trust shall terminate, and the residue hereof shall be paid to Settlor's children, ALBERT L. ALLEN, III, BRYAN L. ALLEN and SARA S. B. ALLEN, per stirpes, absolutely and free of Trust. ALBERT L. ALLEN, JR. F=\RCS\-1P CLIfiNT A-Z\ALLEN\fiSTATE PLAN 08 09 ALA\AA MATTERS 09\AMD TR AA .DOC PROPOSED SCHEDULE OF DISTRIBUTION ALBERT L. ALLEN JR. TRUST UNDER AGREEMENT DATED 10/16/96 AS AMENDED Balance Remaining for Distribution as of November 22, 2011 PNC Bank, National Association, Trustee and Executor proposes to distribute the balance in accordance to the terms of the Trust and Will in the following manner: $1.226.534.66 In Satisfaction of Item A.4 of Amendment to Trust Agreement dated May 12, 2009 as follows: Item 4(a) To: Mercersburg Academy - 2.5% Residue Principal Cash $12,492.82 Income Cash 10.30 $ 12,503.12 Item 4(b) To: Messiah College - 2.5% Residue Principal Cash $12,492.82 Income Cash 10.30 12,503.12 Item 4(c) To: Harrisburg Academy - 2.5% Residue Principal Cash $12,492.82 Income Cash 10.30 12,503.12 Item 4(d) To: New Birth of Freedom Council Boy Scouts of America - 2.5% Residue Principal Cash $12,492.82 Income Cash 10.30 12,503.12 Item 4(e) To: PNC Bank N.A., Trustee for benefit of Bryan L. Allen 1/3 remaining Residue, Part A Principal Cash $149,913.89 Income Cash 123.62 150,037.51 To: PNC Bank N.A., Trustee for benefit of Albert L Allen III 1/3 remaining Residue, Part A Principal Cash $149,913.88 Income Cash 123.62 150,037.50 To: PNC Bank N.A., Trustee for benefit of Sara S. B. Allen 1/3 remaining Residue, Part A Principal Cash $149,913.88 Income Cash 123.62 150,037.50 In Satisfaction of Item B of Amendment to Trust Agreement dated May 12, 2009 as follows: To: Albert L. Allen III 1/3 remaining Residue, Part B Principal Cash $241,937.18 Income Cash 199.38 242,136.56 To: Bryan L. Allen 1/3 remaining Residue, Part B Principal Cash $241,937.18 Income Cash 199.38 242,136.56 To: Sara S. B. Allen III 1/3 remaining Residue, Part B Principal Cash $241,937.18 Income Cash 199.37 242,136.55 TOTAL $1.226.534.66 ~, PNCBANK IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PA ORPHANS' COURT DIVISION N0. FIRST AND FINAL ACCOUNT FOR THE REVOCABLE TRUST ESTABLISHED UNDER THE AGREEMENT OF ALBERT L ALLEN JR SETTLOR D ATED 10/16/96 STATED BY PNC BANK, NATIONAL ASSOCIATION, TRUSTEE ALBERT L ALLEN JR, DIED: JULY 20, 2009 DATE OF FIRST RECEIPT OF FUNDS: JULY 20, 2009 ACCOUNTING FOR THE PERIOD: JULY 20, 2009 TO NOVEMBER 22, 2011 PURPOSE OF ACCOUNT: THE TRUSTEE OFFERS THIS ACCOUNT TO ACQUAINT INTERESTED PARTIES WITH THE TRANSACTIONS THAT HAVE OCCURRED DURING THE ADMINISTRATION. IT IS IMPORTANT THAT THE ACCOUNT BE CAREFULLY EXAMINED. REQUESTS FOR ADDITIONAL INFORMATION, QUESTIONS OR OBJECTIONS CAN BE DISCUSSED WITH: PNC BANK, NATIONAL ASSOCIATION CIO LINDA J LUNDBERG VICE PRESIDENT P.O. BOX 308 4242 CARLISLE PIKE CAMP HILL, PA 17001-0308 TELEPHONE (717) 730-2265 ROBERT C SPITZER ESQUIRE ATTORNEY I.D. #06264 WIX WENGER & WEIDNER P C 508 NORTH SECOND STREET P.O. BOX 845 HARRISBURG, PA 17108-0845 TELEPHONE (717) 234-4182 ~, n 'T 1 "''l ~ ~ `~ ~ r"_ ~ i `~ .~ 1 F ....J C, ., ~ - ...' ~~ - 1 - ~~~ _~ ~ ~ - '~d ~--' l: '3 c^~ TRSNOI 110/071 PIVCBANK ALBERT L ALLEN JR 27-27-001-3100518 SUMMARY AND INDEX PRINCIPAL PAGES RECEIPTS 3 - 5 1,424,112.46 NET GAIN/LOSS ON CONVERSIONS 6 - 9 5,369.51 ADJUSTED BALANCE 1,429,481.97 LESS DISBURSEMENTS FEES AND COMMISSIONS 10 - 11 25,210.00- GENERAL DISBURSEMENTS 10 - 11 73,449.69- TOTAL PRINCIPAL DISBURSEMENTS 10 - 11 98,659.69- BALANCE BEFORE DISTRIBUTIONS 1,330,822.28 DISTRIBUTIONS TO BENEFICIARIES 12 - 14 105,297.81- PRINGIPAL BALANCE ON HAND 15 - 15 1,225,524.47 INVESTMENTS MADE CHANGES IN HOLDINGS I COM RECEIPTS 16 - 18 8,791.70 LESS DISBURSEMENTS 19 - 19 7,781.51- BALANCE BEFORE DISTRIBUTIONS 1,010.19 DISTRIBUTIONS TO BENEFICIARIES ,00 INCOME BALANCE ON HAND 20 - 20 1,010.19 COMBINED BALANCES REMAINING 1,226,534.66 VERIFICATION 21 - 21 - 2 - TRSNOI /I0fD71 ~, PNCBANK ALBERT L ALLEN JR 27-27-001-3100518 RECEIPTS OF PRINCIPAL ALBERT L ALLEN JR BALANCE AS OF 7/20/09 DATE OF DEATH 838,953.81 COMPOSED OF 7/20/09 CASH 50,196.32 7/20/09 811 SHS AT 8 T INC COMMON 19,650.53 7/20!09 25,000 PAR ALLENTOWN PA PKG AUTH PKG REV 2.75% DUE 10/01!09 25,094.00 7/20!09 100 SHS BOEING CO COMMON 4,171.00- 7/20/09 950 SHS BRISTOL MYERS SQUIBB CO COMMON 18,876.50 7/20/09 500 5HS CHEVRON CORPORATION COMMON 32,807.50 7/20/09 300 5HS COCA COLA CO COMMON 15,165.00 7/20/09 200 SHS DOMINION RESOURCES INC VA COMMON 6,569.00 7/20/09 50,000 PAR DOVER PA AREA SCH DIST 4.125% DUE 04/01/15 51,718.75 7/20/09 450 SHS DUKE REALTY INVTS INC COMMON 3,762.00 7/20/09 200 SHS EXELON CORP COMMON 10,307.00 7/20/09 400 SHS EXXON MOBIL CORP COMMON 27,502.00 7/20/09 200 SHS FPL GROUP INC COMMON 11,505.00 7/20/09 600 SHS INTEL CORP COMMON 11,235.00 7120!09 300 SHS INTERNATIONAL BUSINESS MACHINES CORD COMMON 34,690.50 7/20/09 100.000 UTS ISHARES BARCLAYS TR U S TIP ETF 10,082.00 7/20/09 200 SHS JOHNSON 8 JOHNSON CO COMMON 11,820.00 7/20/09 25,000 PAR LOWER SALFORD TWP PA AUTH SWR 3.40% DUE 11/15/11 25,171.63 7/20/09 100 SHS MCCORMICK & CO NON-VOTING COMMON 3,252.50 7/20/09 100 SHS MCDONALDS CORP COMMON 5,824.00 7!20/09 300 SHS MERCK 8 CO INC COMMON 8,316.00 7120/09 23,666.386 UTS PIMCO FD5 TOTAL RETURN BD FUND INSTL CLASS FD #35 249,207.04 7/20/09 200 SHS PPL CORPORATION COMMON 6,484.00 - 3 - TRSNDI (10/071 (~ PNCBAIVK ALBERT L ALLEN JR RECEIPTS OF PRINCIPAL 27-27-001-3100516 7/20/09 100 SHS PEPSICO INC COMMON 5,612.50 7/20/09 400 SHS PROCTER 8 GAMBLE CO COMMON 22,236.02 7/20/09 583 SHS SOURCE CAPITAL INC 21,334.89 7/20/09 50,000 PAR SOUTH SIDE PA AREA SCH DIST SER C 4.35% DUE 06/01/11 51,751.00 7/20/09 200 SHS UNITED TECHNOLOGIES CORP COMMON 10,898.00 7/20/09 152 SHS VERIZON COMMUNICATIONS INC COMMON 4,503.00 7/20/09 25,000 PAR WARWICK TWP PA MUN AUTH GTD 3.20% DUE 04/01/13 25,019.13 7/20!09 25,000 PAR WATTSBURG AREA SCH DIST PA 4.125% DUE 04/01/15 26,242.00 7!20/09 600 SHS WINDSTREAM CORP W/I COMMON 4,935.00 7/20/09 500 SHS WYETH COMMON 23,015.00 OTHER RECEIPTS -------------- TO ESTABLISH DATE OF DEATH VALUE 8/14/09 2004 MERCURY SABLE 7,705.00 9/01/09 PROVIDENT LIFE ~ ACCIDENT PROCEEDS OF DEATH CLAIM DEATH BENEFIT 159,263.00 LESS LOAN PAYOFF 26,660.25 ---------- 132,602.75 9102/09 PERSONAL PROPERTY - APPRAISED VALUE 19,145.00 4/20/10 pWEST COMMUNICATIONS COMMON PROCEEDS RE CLASS ACTION SETTLEMENT 271.52 8/12/10 PROCEEDS ON SALE OF 2605 SPRING HILL LANE HAMPDEN TOWNSHIP ENOLA PA 425,000.00 9/13/10 TYCO INTL LTD NEW COMMON PROCEEDS RE CLASS ACTION SETTLEMENT 46.55 6/06/11 pWEST COMMUNICATIONS COMMON PROCEEDS RE CLASS ACTION SETTLEMENT 69.10 - 4 - TRSN01 (10/071 ~, PIVCBANK ALBERT L ALLEN JR 10/28/11 RECEIPTS OF PRINCIPAL BALANCE PER FIRST AND FINAL ACCOUNT OF PNC BANK NATIONAL ASSOCIATION EXECUTOR OF THE ESTATE OF ALBERT L ALLEN JR DECEASED AS STATED AND ATTACHED 318.73 COMPOSED OF CASH TOTAL PRINCIPAL RECEIPTS 27-27-001-3100518 318.73 1,424,112.46 - 5 - Tfl5N01 110/071 ~ PNCBANK ALBERT L ALLEN JR 27-27-001-3100518 GAINS AND LOSSES ON SALES AND OTHER DISPOSITIONS GAIN LOSS 8/03/09 9,407.338 UTS PIMCO FDS TOTAL RETURN BD FUND INSTL CLASS FD #35 PROCEEDS: 100,000.00 ACQUISITION VALUE: 99,059.27 940.73 8/05/09 500 SHS WYETH COMMON PROCEEDS: 23,425.29 ACQUISITION VALUE: 23.015.00 410.29 8!14!09 14,259.048 UTS PIMCO FDS TOTAL RETURN BD FUND INSTL CLASS FD #35 PROCEEDS: 152,286.63 ACQUISITION VALUE; 150.147.77 2,138.86 8/18/09 811 SHS AT & T INC COMMON PROCEEDS: 20,575.03 ACQUISITION VALUE: 19.650.53 924.50 8/18/09 100 SHS BOEING CO COMMON PROCEEDS: 4,657.88 ACQUISITION VALUE: 4,171.00 486.88 8/18/09 950 SHS BRISTOL MYERS SQUIBB CO COMMON PROCEEDS: 20,576.47 ACQUISITION VALUE: 18.876.50 1,699.97 8/18/09 500 SHS CHEVRON CORPORATION COMMON PROCEEDS: 34,224.11 ACQUISITION VALUE: 32,807.50 1,416.61 8118/09 300 SHS COCA COLA CO COMMON PROCEEDS: 14,312.63 ACQUISITION VALUE: 15,165.00 852.37- 8l18l09 200 SHS DOMINION RESOURCES INC VA COMMON PROCEEDS: 6,699.82 ACQUISITION VALUE: 6,569.00 130.82 8/18/09 50,000 PAR DOVER PA AREA SCH DIST 4.125% DUE 04/01/15 PROCEEDS: 52,101.50 ACQUISITION VALUE: 51.718.75 382.75 - 6 - 7RSN01 110)07) ~, PN CBANK ALBERT L ALLEN JR 27-27-001-3100518 GAINS AND LOSSES ON SALES AND OTHER DISPOSITIONS GAIN LOSS 8/18/09 450 SHS DUKE REALTY INVTS INC COMMON PROCEEDS: 4,868.87 ACQUISITION VALUE: 3,762.00 8/18/09 200 SHS EXELON CORP COMMON PROCEEDS: 9,987.74 ACQUISITION VALUE: 1D.3O7.00 8118/09 400 SHS EXXON MOBIL CORP COMMON PROCEEDS: 27,431.29 ACQUISITION VALUE: 27 502.00 8/18/09 200 SHS FPL GROUP INC COMMON PROCEEDS: 11,383.70 ACQUISITION VALUE: 11,505.00 8!18/09 600 SHS INTEL CORP COMMON PROCEEDS: 11,327.70 ACQUISITION VALUE: 11 235.00 8/18/09 300 SHS INTERNATIONAL BUSINESS MACHINES CORP COMMON PROCEEDS: 35,789.07 ACQUISITION VALUE: 34,690.50 8/18/09 100.000 UTS ISHARES BARCLAYS TR U S TIP ETF PROCEEDS: 1O,D27.74 ACQUISITION VALUE: 10.082.00 8/18/09 200 SHS JOHNSON 8 JOHNSON CO COMMON PROCEEDS: 12,027.69 ACQUISITION VALUE: 11.820.00 8/18/09 25,000 PAR LOWER SALFORD TWP PA AUTH SWR 3.40% DUE 11/15/11 PROCEEDS: 25,083.50 ACQUISITION VALUE: 25.171.63 8118/09 100 SH5 MCCORMICK 8 CO NON-VOTING COMMON PROCEEDS: 3,137.91 ACQUISITION VALUE: 3 ?52.50 - 7 - 1,106.87 319.26- 70.71- 121.30- 92.70 1,098.57 54.26- 207.69 88.13- 114.59- Tfl5N01 (10707) ~, PNCBANK ALBERT L ALLEN JR GATN~ AND ~OS$,ES ON SALES AND OTHER DISPOSITIONS 27-27-001-3100518 GAIN 0 S 8/18/09 100 SHS MCDONALDS CORP COMMON PROCEEDS: 5,579.85 ACQUISITION VALUE: 5.824.00 8/18/09 300 SHS MERCK 8 CO INC COMMON PROCEEDS: 9,179.76 ACQUISITION VALUE: 8,316.00 8118/09 200 SHS PPL CORPORATION COMMON PROCEEDS: 5,845.84 ACQUISITION VALUE: 6,484.00 8/18/09 100 SHS PEPSICO INC COMMON PROCEEDS: 5,638.85 ACQUISITION VALUE: 5.612.50 8/18/09 400 SHS PROCTER & GAMBLE CO COMMON PROCEEDS: 20,863.46 ACQUISITION VALUE: 22.236.02 8/18/09 583 SHS SOURCE CAPITAL INC PROCEEDS: 23,092.03 ACQUISITION VALUE: 21.334.89 8118109 50,000 PAR SOUTH SIDE PA AREA SCH DIST SER C 4.35% DUE 06/01/11 PROCEEDS: 51,242.50 ACQUISITION VALUE: 51.751.00 8/18109 200 SHS UNITED TECHNOLOGIES CORP COMMON PROCEEDS: 11,517.70 ACQUISITION VALUE: 10,898.00 8/18!09 152 SHS VERIZON COMMUNICATIONS INC COMMON PROCEEDS: 4,708.83 ACQUISITION VALUE: 4,503.00 8/18/09 25,000 PAR WARWICK TWP PA MUN AUTH GTD 3.20% DUE 04/01/13 PROCEEDS: 24,900.00 ACQUISITION VALUE: 25.019.13 _ 8 _ 244.15- 863.76 638.16- 26.35 1,372.56- 1,757.14 508.50- 619.70 205.83 119.13- TRSNU4 (10107) (~, PNCBAI'~IK ALBERT L ALLEN JR 27-27-001-3100518 GAINS AND LOSSES ON SALES AND OTHER DISPOSITIONS GAIN LOSS 8/18/09 25,000 PAR WATTSBURG AREA SCH DIST PA 4.125% DUE 04/01/15 PROCEEDS: 26,095.00 ACQUISITION VALUE: 26.242.00 8/18/09 600 SHS WINDSTREAM CORP W!I COMMON PROCEEDS: 5,075.86 ACQUISITION VALUE: 4.435.00 10/01/09 25,000 PAR ALLENTOWN PA PKG AUTH PKG REV 2.75% DUE 10/01/09 PROCEEDS: 25,000.00 ACQUISITION VALUE: 25.094.00 1/21/10 PERSONAL PROPERTY SOLD AT AUCTION 1/10/10 PROCEEDS: 10,382.80 ACQUISITION VALUE: 14.935.00 2/26/10 BLACKROCK LIQUIDITY FUNDS TEMPFUND ADMINISTRATION SHARES #H1 CAPITAL GAIN DISTRIBUTIONS PROCEEDS: 3.68 ACQUISITION VALUE: .00 12/28/10 BLACKROCK LIQUIDITY FUNDS TEMPFUND ADMINISTRATION SHARES #H1 CAPITAL GAINS DISTRIBUTION PROCEEDS: 11.27 ACQUISITION VALUE: .00 TOTAL GAINS AND LOSSES LESS LOSS NET GAIN - 9 - 147.00- 140.86 94.00- 3.68 11.27 14,665.83 9.296.32- 5,369.51 4,552.20- 9,296.32- TKSNOI (10/07) ~, PNCBANK ALBERT L ALLEN JR DISBURSEMENTS OF PRINCIPAL 8/04/09 PAULA BARRICK BALANCE DUE FOR SERVICES RENDERED 8/04/09 SUZANNE KEENER BALANCE DUE FOR HEALTHCARE SERVICES 974.50 FOOD & OTHER EXPENSES 239.80 8/04/09 GRISWOLD SPECIAL CARE BALANCE DUE FOR SERVICES RENDERED 8/11/09 NANCY MORRIS BALANCE DUE FOR SERVICES RENDERED 10/13!09 ESTATE OF ALBERT ALLEN JR DECEASED PAYMENT OF DEATH TAXES 8( ADMINISTRATIVE EXPENSES 12/16/09 SES INSURANCE SERVICES INC 2605 SPRING HILL LANE HAMPDEN TOWNSHIP ENOLA PA INSURANCE PREMIUM 990.00 LESS REFUND DATED 9!21/10 97.00 2/11/10 TRANSFER TO INCOME TO COVER OVERDRAFT 4/07/10 MICHAEL LANGAN TREASURER 2010 REAL ESTATE TAXES 2605 SPRING HIII LANE HAMPDEN TOWNSHIP ENOLA PA 4l2D/10 QWEST COMMUNICATIONS COMMON CLASS ACTION FILING FEE 8/12/10 EXPENSES RE SALE 2605 SPRING HILL LANE HAMPDEN TOWNSHIP ENOLA PA RECORDING CHARGES 4,250.00 SETTLEMENT CHARGES 2,523.24 ADD REAL ESTATE PROPERTY ADJUSTMENT 2,573.72 12/21/10 WIX WENGER S WEIDNER REIMBURSEMENT FOR COSTS ADVANCED INTERNAL REVENUE SERVICE FIDUCIARY INCOME TAX ON CAPITAL GAINS BALANCE AND INSTALLMENT PAYMENTS 9!09/09 88.00- 1/11/10 1,051.00- 27-27-001-3100518 1,372.50- 1,214.30- 632.40- 599.30- 60,000.00- 893.00- 1,192.63- 694.76- 25.00- 4,199.52- 413.28- 1,139.00- - 10 - TN$NOI (10/O71 PNCBAIVK ALBERT L ALLEN JR 27-27-001-3100518 DISBURSEMENTS OF PRINCIPAL PENNA DEPARTMENT OF REVENUE FIDUCIARY INCOME TAX ON CAPITAL GAINS BALANCE AND INSTALLMENT PAYMENTS 9/09!09 49.00- 1/11/10 234.00- 4/09/10 1.00- 6/10/10 10.00- 11/22/11 REGISTER OF WILLS 294.00- FEE FOR FILING ACCOUNT 780.00- 11/22/11 WIX WENGER 8 WEIDNER COUNSEL FEE ON ACCOUNT 12!21/10 9,710.00 BALANCE 2,500.00 -------- 12,21a.oo- 1.1/22/11 PNC BANK NATIONAL ASSOCIATION EXECUTOR AND TRUSTEES FEES 13,000.00- TOTAL PRINCIPAL DISBURSEMENTS 98,659.69- - 11 - TR5 N01 (10/071 ALBERT L ALLEN JR QISjR~BUTIONS OF P$~,y~IPAL TO BENEFICIARIES ALBERT L ALLEN III BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 1/11/10 CASH DISTRIBUTED 25,000.00 LESS GIFTING 1,333.33 PN CBAIVK 27-27-001-3100518 23,666.67- 23,666.67- SARA A ALLEN BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 1/11/10 CASH DISTRIBUTED 25,000.00 LESS GIFTING 1,333.33 23,666.67- 23,666.67- SYRAN L ALLEN BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 1/11/10 CASH DISTRIBUTED 25,000.00 LESS GIFTING 1,333.33 23,666.67- 23,666.67- NANCY L MORRIS BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 5/06/10 CASH DISTRIBUTED 2,000.00- 2,000.00- - 12 - rRSNOi ~w~o~~ ~ PNCBANK ALBERT L ALLEN JR DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARI s 27-27-001-3100518 PAULA K MONTGOMERY BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 5/06/10 CASH DISTRIBUTED 2,000.00- 2,000.00- SUZANNE KEENER BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 5/17/10 CASH DISTRIBUTED 2,000.00- 2,000.00- DONALD J BROWN JR BEQUEST PER ITEM A.2 OF TRUST AMENDMENT 5/20/10 CASH DISTRIBUTED 2,000.00- 2,000.00- PAULA BARRICK GIFT AT REQUEST OF FAMILY 5/20/10 CASH DISTRIBUTED 2,000.00- 2,000.00- DONALD J BROWN SR GIFT AT REQUEST OF FAMILY 5/20!10 CASH DISTRIBUTED 2,000.00- 2,000.00- ALBERT L ALLEN III SALE PROCEEDS 8 DISTRIBUTION OF PERSONAL PROPERTY PER ITEM A.3 OF TRUST AGREEMENT 1121!10 3,054.69- - 13 - TN5N01 (10/O71 B PNCBANK ALBERT L ALLEN JR CONTINUED: ALBERT L ALLEN III 6/28/10 406.25- 11l19/09 2004 MERCURY SABLE 11/23!09 PERSONAL PROPERTY - APPRAISED VALUE 27-27-001-3100518 3,460.94- 7,705.00- 2,130.00- 13,295.94- SARA A ALLEN SALE PROCEEDS 8 DISTRIBUTION OF PERSONAL PROPERTY PER ITEM A.3 OF TRUST AGREEMENT 1121/10 3,054.68- 6/28/10 406.25- 11/23/09 PERSONAL PROPERTY - APPRAISED VALUE 3,460.93- 800.00- 4,260.93- BRYAN L ALLEN SALE PROCEEDS & DISTRIBUTION OF PERSONAL PRDPERTY PER ITEM A.3 OF TRUST AGREEMENT 1/21!10 3,054.68- b/28!10 406.25- 11/23109 PERSONAL PROPERTY - APPRAISED VALUE TOTAL PRINCIPAL DISTRIBUTIONS - 14 - 3,460.93- 1,280.D0- 4,740.93- 105,297.81- TRSNOI /IOIO7/ ~, PN~BANK 27-27-001-3100518 ALBERT L ALLEN JR C P A 0 INVESTED CASH TOTAL PRINCIPAL - 15 - VALUE f 2l 1,225,524.47 1,225,524.47 AC9UISVTAIUN 1,225,524.47 1,225,524.47 TPSNOI (101071 PNCBANK ALBERT L ALLEN JR 7!20/09 10/28/11 RECEIPTS OF INCOME ALBERT L ALLEN JR BALANCE AS OF 7/20/09 DATE OF DEATH 805.89 COMPOSED DF CASH BALANCE PER FIRST AND FINAL ACCOUNT OF PNC BANK NATIONAL ASSOCIATION EXECUTOR OF THE ESTATE OF ALBERT L ALLEN JR DECEASED AS STATED AND ATTACHED 5.04 COMPOSED OF CASH INTEREST ALLENTOWN PA PKG AUTH PKG REV 2.75% DUE 10/01/09 10/01/09 343.75 DOVER PA AREA SCH DIST 4.125% DUE 04/01/15 8/18/09 784.90 LOWER SALFORD TWP PA AUTH SWR 3.40% DUE 11/15/11 8/18/09 219.58 SOUTH SIDE PA AREA SCH DIST SER C 4.35% DUE 06/01/11 8/18/09 465.21 WARWICK TWP PA MUN AUTH GTD 3.20% DUE D4/O1/13 8/18/09 304.44 WATTSBURG AREA SCH DIST PA 4.125% DUE 04/01/15 8/18/09 392.45 DIVIDENDS AT 8 T INC CDMMON 8/D3/09 332.51 BOEING CO COMMON 9/04/09 42.00 BRISTOL MYERS SQUIBB CO COMMON 8/03/09 294.50 DUKE REALTY INVTS INC COMMON 8/31/09 76.50 27-27-001-3100518 805.89 5.04 343.75 784.90 219.58 465.21 304.44 392.45 332.51 42.00 294.50 76.50 - 16 - TRSNOI 110/O71 @, PNCBAlVK ALBERT L ALLEN JR RECEIPTS OF INCOME 27-27-001-3100518 EXELON CORP COMMON 9/10/09 105.00 105.00 EXXON MOBIL CORP COMMON 9/10/09 168.00 168.00 INTEL CORP COMMON 9/01!09 84.00 84.00 INTERNATIONAL BUSINESS MACHINES CORP COMMON 9/10/09 165.00 165.00 PROCTER 8 GAMBLE CO COMMON 8/17/09 176.00 176.00 VERIZON COMMUNICATIONS INC COMMON 8/03/09 69.92 69.92 OTHER INCOME ISHARES BARCLAYS TR U S TIP ETF 8/07/09 42.92 42.92 PIMCO FDS TOTAL RETURN BD FUND INTTL CLASS FD #35 8/03/09 854.07 9/01/09 285.57 1,139.64 T ROWE PRICE SUMMIT MUN INC 8/03/09 275.73 275.73 BLACKROCK LIQUIDITY FUNDS TEMPFUND ADMINISTRATION SHARES #H1 8!03!09 .19 8/03/09 1.51 9/01/09 .35 4!01/09 43.14 10/01/09 .39 10/01/09 87.47 11/02/09 .31 11/02/09 74.65 12!01/09 .15 12/01/09 43.50 1/04/10 .06 1/04/10 28.04 2/01/10 4.26 3/01/10 .95 4/01/10 3.92 5103!10 16.88 6/01/10 33.61 7/01!10 49.45 8/02/10 80.54 9101/10 .02 9/01/10 151.63 - 17 - TRSNOI Il Dlg7) PNCBANK ALBERT L ALLEN JR RECEIPTS OF INCOME CONTINUED: BLACKROCK LIQUIDITY FUNDS 10/01/10 10/O1/10 11/O1/10 11/O1/10 12/01/10 12/01/10 1/04/11 1/04!11 2/01/11 2/01/11 3/01/11 3/01/11 4/01/11 4/01/11 5/02/11 5/02/11 6/01!11 7/01/11 8/01/11 9/01/11 10/03/11 11/O1/11 11/O1/11 PNC DEL SWEEP DEPOSIT ADM 8/04/09 9/02/09 MISCELLANEOUS 2/11/10 TRANSFER FROM PRINCIPAL TO COVER OVERDRAFT TOTAL INCOME - 18 - .03 134.68 .04 124.87 .03 86.00 .03 72.52 .03 69.15 .02 51.71 .03 51.04 .O1 16.84 1.58 .20 6.47 10.54 10.20 .02 32.11 10.81 6.11 27-27-001-3100518 1,289.17 16.92 1,192.63 8,791.70 TR5NOI (70/071 4~ PNCBANK ALBERT L ALLEN JR DISBURSEMENTS OF INCOME 27-27-001-3100518 TRUSTEES COMPENSATION PNC BANK NATIONAL ASSOCIATION COMPENSATION BASED ON PRINCIPAL MARKET VALUE 8/10/09 777.73- 9/09/09 925.48- 10/08/09 924.92- 11/10/09 869.14- 12/08/09 1,361.62- 1/08110 1,359.49- 2/09/10 1,278.13- INTERNAL REVENUE SERVICE FIDUCIARY INCOME TAX BALANCE AND INSTALLMENT PAYMENTS 9/09/09 56.00- 1/11/10 112.00- PENNA DEPARTMENT OF REVE NUE FIDUCIARY INCOME TAX BALANCE AND INSTALLMENT PAYMENTS 9/09/04 41.00- 1/11/10 76.00- TOTAL INCOME DISBURSEMENTS - 19 - 7,496.51- 168.00- 117.00- 7,781.51- 7g5N01 (10/0/1 PNCBANK ALBERT L ALLEN JR INVESTED CASH TOTAL INCOME 27-27-001-3100518 VALUE ACQUISITION 11/22/11 VA~U~ 1,010.19 1,010.19 1,010.19 1,010.19 PN ANK, NATION ASS IATION ------------- - --------- ------------ LINDA J. LUNDB G, VICE PRESI TRUSTEE - 20 - iR5N0/ /t0/071 f8, PNCBANK VERIFICATION LINDA J LUNDBERG VICE PRESIDENT OF PNC BANK, NATIONAL ASSOCIATION TRUSTEE UNDER THE AGREEMENT OF ALBERT L ALLEN JR SETTLOR, HEREBY DECLARES UNDER OATH THAT THE TRUSTEE HAS FULLY AND FAITHFULLY DISCHARGED THE DUTIES OF HER OFFICE; THAT THE FOREGOING FIRST AND FINAL ACCOUNT IS TRUE AND CORRECT AND FULLY DISCLOSES ALL SIGNIFICANT TRANSACTIONS OCCURRING DURING THE ACCOUNTING PERIOD; THAT ALL KNOWN CLAIMS AGAINST THE TRUST HAVE BEEN PAID IN FULL; THAT, TO HER KNOWLEDGE THERE ARE NO CLAIMS NOW OUTSTANDING AGAINST THE TRUST; AND THAT ALL TAXES PRESENTLY DUE FROM THE TRUST HAVE BEEN PAID. THIS STATEMENT IS MADE SUBJECT TO THE PENALTIES OF 18 PA. C.S.A. SECTION 4904 RELATING TO UNSWORN FALSIFICATION TO AUTHORITIES. LINDA J LUN ERG DATED: ~c~-~cJl~ ,~ -zl- TASNOI 1107071 B PNCBAIVK COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PA ORPHANS' COURT DIVISION N0. ESTATE OF ALBERT L ALLEN JR DECEASED LATE OF THE TOWNSHIP OF HAMPDEN FIRST AND FINAL ACCOUNT OF PNC BANK, NATIONAL ASSOCIATION EXECUTOR DATE OF DEATH JULY 20 2009 WILL N0. 21-09-0719 LETTERS GRANTED AUGUST 28 2009 FIRST COMPLETE ADVERTISEMENT OF GRANT OF LETTERS AUGUST 28 2009 ACCOUNTING AUGUST 3 2009 TO OCTOBER 27 2011 PURPOSE OF ACCOUNT: THE EXECUTOR OFFERS THIS ACCOUNT TO ACQUAINT INTERESTED PARTIES WITH THE TRANSACTIONS THAT HAVE OCCURRED DURING ITS ADMINISTRATION OF THE ESTATE. IT IS IMPORTANT THAT THE ACCOUNT BE CAREFULLY EXAMINED. REQUESTS FOR ADDITIONAL INFORMATION OR QUESTIONS OR OBJECTIONS CAN BE DISCUSSED WITH: PNC BANK, NATIONAL ASSOCIATION C/0 LINDA J LUNDBERG VICE PRESIDENT P.0. BOX 308 4242 CARLISLE PIKE CAMP HILL, PA 17001-0308 TELEPHONE (717) 730-2265 ROBERT C SPITZER ESQUIRE ATTORNEY I.D. #06264 WIX WENGER 8 WEIDNER 508 NORTH SECOND STREET P.O. BOX 845 HARRISBURG, PA 17108-0845 TELEPHONE (717) 234-4182 - 1 - TRSNOt f10/071 PNCBAI~IK ALBERT L ALLEN JR PRINCIPAL RECEIPTS NET GAIN/LOSS ON CONVERSIONS ADJUSTED BALANCE LESS DISBURSEMENTS DEBTS OF DECEDENT FUNERAL EXPENSES ADMINISTRATIVE EXPENSES FEDERAL, STATE & LOCAL TAXES FEES AND COMMISSIONS FAMILY EXEMPTION TOTAL PRINCIPAL DISBURSEMENTS BALANCE BEFORE DISTRIBUTIONS DISTRIBUTIONS TO BENEFICIARIES PRINCIPAL BALANCE ON HAND INVESTMENTS MADE CHANGES IN HOLDINGS INCOME RECEIPTS LESS DISBURSEMENTS BALANCE BEFORE DISTRIBUTIONS DISTRIBUTIONS TO BENEFICIARIES INCOME BALANCE ON HAND COMBINED BALANCES REMAINING VERIFICATION 27-27-004-8256037 SUMMARY AND INDEX PAGE 3 - S 3 4 - 4 5 - 5 7,730.58- 5 - 5 6,947.06- 5 - 7 9,319.16- 7 - 7 54,624.32- 7 - 7 3,520.00- .00 5 - 7 8 - 8 9 - 9 10 - 10 11 - 11 12 - 12 - 2 - 82,459.82 .03 82,459.85 82,141.12- 318.73 318.73- .00 5.34 .30- 5.04 5.04- .00 .00 TRSNOI {10/07) B PNCBANK ALBERT L ALLEN JR 10/13/09 27-27-004-8256037 INVENTORY FILED ON 10/18/10 PER COPY ATTACHED 22,459.82 OTHER RECEIPTS -------------- PNC BANK, NATIONAL ASSOCIATION TRUSTEE UNDER AGREEMENT WITH ALBERT L ALLEN JR DATED 10/16/96 AS AMENDED FUNDS TO COVER ESTATE EXPENSES 60,000.00 TOTAL PRINCIPAL RECEIPTS 82,459.82 - 3 - TRSN01 (10!07) B PNCBANK ALBERT L ALLEN JR 27-27-004-8256037 GAINS AND LOSSES ON SALES AND OTHER DISPOSTTTONs GAIN LOSS 2/26/10 BLACKROCK LIQUIDITY FUNDS TEMPFUND ADMINISTRATION SHARES #H1 LONG TERM CAPITAL GAINS DISTRIBUTION PROCEEDS: .03 ACQUISITION VALUE: .00 TOTAL GAINS AND LOSSES LESS LOSS NET GAIN - 4 - .03 .03 .00 .03 TRSN01 {10/07) PNCBA111K ALBERT L ALLEN JR DISBURSEMENTS OF PRINCIPAL 27-27-004-8256037 8/04/09 DEBTS OF DECEDENT PNC BANK, NATIONAL ASSOCIATION CHECKING ACCOUNT #5000772628 CHECKS ISSUED PRIOR TO DEATH HONORED SUBSEQUENT THERETO 2,461.36- 8/10/09 PAULA MONTGOMERY FINAL AMOUNT DUE FOR POWER OF ATTORNEY SERVICES DURING DECEDENT'S LIFETIME 630.00- 8/10/09 PPL ELECTRIC UTILITIES SERVICE 178.87- 8/11/09 CITI CARDS CREDIT BALANCE DUE ACCOUNT #5179 4000 0511 4711 32.05- 8/24/09 CITI CARDS CREDIT BALANCE DUE ACCOUNT #5491 4900 0662 4660 1,068.30- 9/17/09 WIX WENGER 8 WEIDNER LEGAL SERVICES RENDERED DURING DECEDENT'S LIFETIME 3,360.00- TOTAL DEBTS OF DECEDENT FUNERAL EXPENSES 7,730.58- 8/11/09 SARA B ALLEN REIMBURSEMENT FOR FUNERAL COSTS 771.00- 8/11/09 PARTHEMORE FUNERAL HOME FUNERAL EXPENSES 3,006.77- ' 8/28/09 BRYAN L ALLEN REIMBURSEMENT FOR FUNERAL LUNCHEON 1,469.29- 10/21/09 ROMBERGER MEMORIALS ONE-HALF COST OF MEMORIAL MARKER 850.00- 12/10/09 ROMBERGER MEMORIALS BALANCE DUE RE MEMORIAL MARKER 850.00- TOTAL FUNERAL EXPENSES ADMINISTRATIVE EXPENSES 6,947.06- 8/10/09 WIX WENGER & WEIDNER REIMBURSEMENT FOR PROBATE COSTS 106.00- 9/02/09 CORDIER ANTIQUES 8 FINE ART APPRAISAL FEE RE PERSONAL PROPERTY 380.00- - 5 - TRSN01 (10!077 PNCBANK ALBERT L ALLEN JR DISBURSEMENTS OF PRIN CIPAL 9/16/09 VERIZON SERVICE 10/05/09 TOWNSHIP OF HAMPDEN TRASH REMOVAL 10/06/09 SHOA SERVICES FOR FAMILY AND MAINTENANCE TO HOUSE 10/13/09 RSR APPRAISERS 8 ANALYSTS APPRAISAL FEE RE REAL ESTATE 10/23/09 PROGRESSIVE CASUALTY INSURANCE CO AUTO INSURANCE PREMIUM 11/09/09 REGISTER OF WILLS SHORT CERTIFICATE 11/10/09 SHIPLEY ENERGY SERVICE CONTRACT FOR FURNACE 12/21/09 SHIPLEY ENERGY SERVICE 1/05/10 HAMPDEN TOWNSHIP TRASH SERVICE 2/26/10 SHIPLEY ENERGY FUEL OIL DELIVERY 6/15/10 ASSOCIATED PRODUCTS SERVICES INC FEE FOR PUMPING SEPTIC SYSTEM 6/24/10 PNC BANK, NATIONAL ASSOCIATION F/B/0 FREEMAN REAL ESTATE APPRAISAL FEE RE 2605 SPRING HILL LANE 10/15/10 REGISTER OF WILLS FEE FOR FILING INVENTORY AND PENNA INHERITANCE TAX RETURN PPL ELECTRIC UTILITIES SERVICE 9/02/09 82.61- 9/30/09 67.38- 10/30/09 63.13- 12/01/09 68.54- 1/04/10 66.22- 2/03/10 56.60- 3/05/10 42.77- 4/07/10 73.91- 5/03/10 82,78- 6/02/10 84.33- 7/02/10 100.04- 8/10/10 112.52- 27-27-004-8256037 34.70- 44.25- 172.09- 350.00- 146.87- 4.00- 60.00- 784.18- 14.75- 1,353.49- 330.00- 750.00- 30.00- 900.83- - 6 - TR3N01 f10I071 B PNCBAI\IK ALBERT L ALLEN JR 27-27-004-8256037 DISBURSEMENTS OF PRINCIPAL SPRING HILL HOMEOWNERS ASSOCIATION HOMEOWNERS ASSOCIATION DUES 10/15/09 10/06/10 10/15/10 12/21/09 1,500.00- 3/26/10 1,500.00- 6/08/10 1,500.00- 8/03/10 950.00 SPRING HILL HOMEOWNERS ASSOCIATION SERVICES RENDERED FOR HOUSE UPKEEP 11/17/09 110.00- 12/21/09 44.00- 12/23/09 22.00- 3/26/10 88.00- 6/21/10 44.00- TOTAL ADMINISTRATIVE EXPENSES REGISTER OF WILLS PENNA INHERITANCE TAX 54,000.00 LESS 5% DISCOUNT 2,700.00 PENNA DEPARTMENT OF REVENUE 2010 FIDUCIARY INCOME TAX ON CAPITAL GAINS REGISTER OF WILLS BALANCE PENNA INHERITANCE TAX 3,550.00- 308.00- 9,319.16- 51,300.00- 413.00- 2,911.32- 54,624.32- TOTAL FEDERAL STATE AND LOCAL TAXES FEES AND COMMISSIONS 9/17/09 WIX WENGER 8 WEIDNER COUNSEL FEE TOTAL FEES AND COMMISSIONS TOTAL PRINCIPAL DISBURSEMENTS - 7 - 3,520.00- 3,520.00- 82,141.12- THSN07 (10/07) PNCBAIVK ALBERT L ALLEN JR DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARTFS 27-27-004-8256037 PNC BANK, NATIONAL ASSOCIATION TRUSTEE UNDER AGREEMENT WITH ALBERT L ALLEN JR SETTLOR DATED 10/16/96 AS AMENDED BALANCE BEFORE DISTRIBUTION PER SUMMARY AND INDEX 318.73 COMPOSED OF 10/27/11 CASH TO BE DISTRIBUTED 318.73- 318.73- TOTAL PRINCIPAL DISTRIBUTIONS 318.73- - 8 - TR3N01 110/07) B PNCBAI~IK ALBERT L ALLEN JR 27-27-004-8256037 RECEIPTS OF INCOME INTEREST 7/24/09 PNC BANK, NATIONAL ASSOCIATION CHECKING ACCOUNT #5000772628 INTEREST TO CLOSING .20 OTHER INCOME HLACKROCK LIQUIDITY FUNDS TEMPFUND ADMINISTRATION SHARES #H1 9/01/09 .91 10/01/09 .72 11/02/09 .79 12/01/09 .52 1/04/10 .30 2/01/10 .03 ' 4/01/10 .02 5/03/10 .09 6/01/10 .18 7/01/10 .19 8/02/10 .25 9/01/10 .44 10/O1/10 .39 11/O1/10 .21 12/01/10 .03 1/04/11 .03 2/01/11 .03 3/01/11 .O1 5.14 TOTAL INCOME 5.34 - 9 - TR3N01 (10!07) PNCBANK ALBERT L ALLEN JR 27-27-004-8256037 DISBURSEMENTS OF INCOME PNC BANK NATIONAL ASSOCIATION INCOME COMPENSATION 9/10/09 .05- 10/09/09 .04- 11/10/09 .05- 12/10/09 .03- 1/08/10 .02- 5/10/10 .01- 6/10/10 .01- 7/09/10 .01- 8/10/10 .02- 9/10/10 .03- 10/08/10 .02- 11/10/10 .O1- .30- TOTAL INCOME DISBURSEMENTS .30- - 10 - TR9N01 (10/07) PNCBAl~1K ALBERT L ALLEN JR 27-27-004-8256037 PNC BANK, NATIONAL ASSOCIATION TRUSTEE UNDER AGREEMENT WITH ALBERT L ALLEN JR SETTLOR DATED 10/16/96 AS AMENDED BALANCE BEFORE DISTRIBUTION PER SUMMARY AND INDEX 5.04 COMPOSED OF 10/27/11 CASH TO BE DISTRIBUTED 5.04- 5.04- TOTAL INCOME DISTRIBUTIONS 5.04- - 11 - rASwoi iioion Q PNCBAIVK LINDA J LUNDBERG VICE PRESIDENT OF PNC BANK, NATIONAL ASSOCIATION, EXEGUTOR OF THE ESTATE OF ALBERT L ALLEN, JR, DECEASED, HEREBY DECLARES UNDER OATH THAT SHE HAS FULLY AND FAITHFULLY DISCHARGED THE DUTIES OF HER OFFICE; THAT THE FOREGOING FIRST AND FINAL ACCOUNT IS TRUE AND CORRECT AND FULLY DISCLOSES ALL SIGNIFICANT TRANSACTIONS OCCURRING DURING THE ACCOUNTING PERIOD; THAT ALL KNOWN CLAIMS AGAINST THE ESTATE HAVE BEEN PAID IN FULL; THAT, TO HER KNOWLEDGE, THERE ARE NO CLAIMS OUTSTANDING AGAINST THE ESTATE; THAT ALL TAXES PRESENTLY DUE FROM THE ESTATE HAVE BEEN PAID; AND THAT THE FIRST COMPLETE ADVERTISEMENT THEREOF OCCURRED MORE THAN FOUR MONTHS BEFORE THE FILING OF THE FOREGOING FIRST AND FINAL ACCOUNT. THIS STATEMENT IS MADE SUBJECT TO PENALTIES OF 18 PA. C.S.A. SECTION 4904 RELATING TO UNSWORN FALSIFICATION TO AUTHORITIES. LINDA J LUNDBE DATED: ~ l - 12 - TR3N01 (10!071 (~~ PN CBA111K ESTATE OF ALBERT L ALLEN JR DECEASED CDIED 7/20/09) LATE OF THE TOWNSHIP OF HAMPDEN CUMBERLAND COUNTY PA WILL N0. 21-09-0719 INVENTORY COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF CUMBERLAND . LINDA J LUNDBERG VICE PRESIDENT OF PNC BANK, NATIONAL ASSDCIATION, EXECUTOR OF THE ESTATE OF ALBERT L ALLEN JR DECEASED HAVING BEEN DULY AFFIRMED ACCORDING TO LAW DID DEPOSE AND SAY THAT THE ITEMS APPEARING IN THE FOLLOWING INVENTORY ARE PERSONAL ASSETS WHEREVER SITUATE AND REAL ESTATE IF ANY IN THE COMMONWEALTH OF PENNSYLVANIA OF SAID DECEDENT THAT THE VALUATION PLACED OPPOSITE EACH ITEM OF SAID INVENTORY REPRESENTS ITS FAIR VALUE AS OF THE DATE OF THE DECEDENT'S DEATH AND THAT THE DECEDENT OWNED NO REAL ESTATE OUTSIDE THE COMMONWEALTH OF PENNSYLVANIA EXCEPT THAT WHICH APPEARS IN A MEMORANDUM AT THE END OF THIS INVENTORY AFFIRMED AND SUBSCRIBED BEFORE ME THIS __~DAY OF ~~~ 20~ (~ .` 7`" 0 ~ ~ . l N .. Tk F NFlSYLVAf~q ~ Nof~l$oN ~t~tlort?` ~• ~ ~ ~~ M~ Ootnmlwacr, E twov.lB, 2011 !N, enneytvunl. Msootdlon of Notarya - 1 - r? ° _ - -- ~~ "~ -r ~ : , ~ - ~ • _ ,..~, ~ -` ? te --i - ( r r rr, - - ; ;~- , _., _ _' _~ -,-, ~ ~ • .. :- __ ~ ~t _ r , TRSNAI f10/07] b/SI2011 PNC Affiliated Compensation Disclosure Grid As of March 31, 2011 Commingled investment vehicles, such as mutual funds and exchange traded funds ("Funds"), ara among the types of im~estments that PNC Bank and PNu Dela~r.~are Trust Company ("PNC," "we" or "us") use to manage im~estment port,`olios on behalf of our clients. Funds pay fees to various service providers for services rendered to them. This Affiliated Compensation Disclosure Grid is sent to you on asemi-annual basis so that +~~e can inform you of the service fees and other revenue earned by PNC, by members of The PNC Financial Services Group', or by others considered to be affiliated ~siith us, and which are paid to us or our affiliates by the Funds which may be held in your account or by the Funds' affiliates.` We and/or our affiliates may earn compensation for providing services to Funds, including but not limited to: acting as investment adviser, providing omnibus record keeping and associated shareholder services. These fees are earned on apercentage-of-assets basis. The total expense ratio for each Fund is also shown on this grid. The expenses paid by the Funds or their affiliates are separate from and in addition to any account level fees paid by client accounts to F'NC. Certain investment vehicles that are included in this grid are not mutual funds or ETFs, but are other types of pooled investment vehicles tivhich pay fees to us and/or our affiliates. We also refer to these cther types of pooled irn~estmer,t vehicles as "Funds" herzir for ease of reference. The Funds' prospectuses or offering documents provide more comprehensive information regarding the specific services we and/or our affiliates provide the Funds and the compensation we or our affiliates receive in connection with those services. Therefore, this Affiliated Compensation Disclosure Grid should be read in conjunction with, and is supplemented by, the applicable prospectuses and/or other offering documents. Copies of the prospectuses and/or offering documents have been provided to you for the Funds in which your account is invested; additional copies may be obtained by contacting your account officer or by following the instructions set forth i:n the footnotes following each section of the grid below. This Affiliated Compensation Disclosure Grid does not constitute an offer for sale of any Fund listed herein. The Funds are not deposits of or obligations of and are not guaranteed 6y PNC or its affiliates or any other bank. Investments in the Funds involve risks, including possible loss of the principal amount invested. The Funds are not insured or guaranteed by the Federal Deposit Insurance Company (FDIC) or by any other governmental agency orgovernment-sponsored agency of the U.S. government or any state. TSi~ NAME OF FUND LTilEi14:1oa[M.:C1~Iy:~ TOTAL EXPENSE RATIO' uNAt~lA~7~1:1~1-'S TOTAL TO PNC AFFILIATE59'9 lI: Fy11l~1/[~I:/s1Rtl®e~'1-~a:19a: k.~~:7_\ ~U} NAME OF FUND TOTAL EXPENSE RATI06 TOTAL TD PNC AFFILIATESs,~,B Aggressive Growth Prepared9 0.09% 0.00% Large Cap Core 1.06% 0.69% Alt Cap Energy & Resources 0.92% 0.81% Large Cao Core Plus 2.03% 0.01% AMT-Free Municipal 0.57°/, 0.44% Larqe Cap Growth 0.91% 0.75% Asset Allocation 0.91°/ 0.62°/o Larqe Cap Value 1.00% 0.76% Balanced Capital 0.66% 0.44% Latin America 1.20°l0 1.01°/, Basic Value 0.54°/ 0.41% Lifecycle Prepared 20109 0.00°/ 0.00% Bond Allocation Target Shares Ser. C 0.00% D.00% Lifecycle Prepared 20158 0.00% 0.00% Bond Allocation Target Shares Ser. M 0.00°/0 0.00% Lifecycle Prepared 20208 0.00% 0.00% Bond Allocation Tarqet Shares ser. N 0.02% 0.00°/ Lifecycle Prepared 20258 0.00% 0.00% Bond Allocation Target Shares Ser. 5 0.04°/ 0.00% Lifecycle Prepared 20304 OAO% 0.00% Bond Index 0.20'0 0.20% Lifecycle Prepared 20359 0.00°S D.00% Band Portfolio 0.58% 0.45°/ Lifecycle Prepared 20409 0.00% 0.00° California Municipal Bond D.70% 0.55°/' Lifecycle Prepared 20458 0.00°/ 0.00% Capital Appreciation 0.77% 0.56% Lifecycle Prepared 20509 0.00% 0.00% Conservative Preparede 0.13°0 0.00% LifePath Retirements 0.53% 0.53% Emerging Market Debt D.94% 0.38% LifePath 2020° 0.52% 0.52% Enerqy and Resources 0.91% 0.74°1 LifePath 20258 D.51% 0.51% Equity Dividend 0.74% 0.60% LifePath 2030° 0.52% 0.52°U EuroFund 1.06°/ 0.78°/ LifePath 2035 0.50°/ 0.50% r"loating Rate Income 0.70 % 0.03% LifePath 2040^ 0.52°6 0.52% Focus Growth 1.03°/ 0.66°o LifePath 20459 0.50% 0.50% FowsVatue 1.02% 0.77% LifePath2050g 0.51% 0.51% Global Allocation 0.77°(° 0.68% LifePath 20558 0.50'/0 0.50% Global Dividend Incomes (formerly Income Bldr) 0.78?0 0.56% Lonq Duration 0.56% 0.34% Global Dynamic Equity 0.98°/ 0.81 % Low Duration Bond 0.49% 0.35% Global Emerging Markets 1.28°/ 1.01 ! f~lanaged Income 0.70% 0.52 Global Financial Services 1.56% 0.77°o Managed .4ccount U.S. Mortqage° 0.77% 0.10% Global Growth 1.11 ;io 0.78'/ Mid Cap Growth Equity 1.12% 0.96° Global Opportunities 1.39°,0 0.94'! Mid Cap Value Equity 0.97°!0 0.82% Global Small Cap 1.0890 0.85% Mid Cap Value Opportunities 0.87'/0 0.66°1 GNMA 0.55°b 0.42% ModeratePrepared^ 0.09% 0.00% Government Income 0.66?6 0.35°/, Money Market 0.36% 0.3D% Growth Preparede 0.07% 0.00% Multi Sector Bond 092% 0.45 Healthcare 1.32°io 1.05% Municipal (formerly Municipal Insured) 0.46'/0 0.37°io Health Sciences Opoortunities 0.94% 0.80°! Municioal Money Market 0.3T/0 0.23° High Income 0.63% 0.44% National Municipal Q59% Q_49% High Yield Bond O.bb% 0.56% Natural Resources u.78u 0.61 Hiqh Yield Municipal 0.72°/> 0.55°,o NC Municpal Money Market 0.28% 0.12°J, ndez Equity 0.18°/ 0.08% NJ Municipal Money Market 0.34 ;b 0.29°10 nceme9 0.55°/ 0.00% Nesv Jersey Municipal Bond 0.50% 0.39'; nflation Protected Bond 0.43°!° 0.27',v Newyork Municipal Bond 0.71>b 0.55% ntermediate Government Bond 0.64°/ 0.47% OH Municipal Send 0.6155 0.45°~~ ntermediate Municipal O.bo°b 0.5545 OH ~tilunicioal Money Market 0-35% 0.29;'0 nternational 1.64% 1.02';6 PA Municioal Money Mark>t 0.31 / 0.27;5 nternational Bond 0.90°-; 0.705 Pa~i`c C 90~~0 0.63;!0 _ nternationallndex 0.40'S 0.235; P2n~~svlcan a h'unidcal Sond D L5°-o 0.37'6 nternational Opportunities L28's 1 07 ~~ 5g? SOO Index 0 30 so 0.20°S nternational Value 1.07 °~ 0.7n %0 5SP 500 stock =und 0 13=, 0.18% ;Y A"unicioat Bond O.oS'b 0.43=6 Sciante and Techn~toov Ocoo~~[~-~itias 1.39=-6 0.95°6 24355-0511 page 1 cf ~ ~ PNC 6/x/2011 PNC Affiliated Compensation Disclosure Grid As of March 31, 2011 NAME OF FUND ,~ - 1 TOTAL EXPENSE RATIO° 1 TOTAL TO PNC AFFILIATES''° 1 -~ NAME OF FUND 1 -1 I TOTAL EXPENSE RATIOS TOTAL TO PNC AFFILIATES''1 Senior Floatinc Rate ` 1.77?; 1.215 Total Return II 0.6245 0.4396 Senior Floating Rata II ~ 1.04 ; 6975 Total Return (tcrmarty Bcnd Fund1 0.72=.5 0.354, Short Term Bond 0.33% 0.47?5 L.S. Gaocrtunities 1.03',6 0.4r°~ Short Term Municipal 0.35 %0 0.29 U.S. Treasuury Mone/ P~Iarket 0.19',5 0.119, Small Cao Core Equity 1.34=6 1.02"; Utilities & Tetecommanicaticns 0.98'6 0.62% Small Cao Growth Equity 0.78'; 0.62": VA i~tunicioal tlcney ,ti1arkec 0 29'~ 0.051, Small Cao Grovdh II 1.25',0 0.9 L; Value Oooortunities 1.0155 0.75 Small Cao Index 0.4356 0.23~'~ World Gold L24-7o 0,00°'° Smatt/Mid Cap Growth 1.D9% 0.82:5 Jlortu Income 1.D5?•6 0.64':; Strategic Income Oooortunities' 0.40% 0.30`;i ' 1 ! 1 i ~ 1 INSTITUTIONAL SHARES ADMIN157RATION SHARES NAME OF FUND TOTAL EXPENSE RATIO" TOTAL TO PNCAFFIL{ATESS TOTAL EXPENSE RATIO° TOTAL TO PNC AFFILIATES' California Money 0.20°h D i b / 0.30 % 0.22% Federal Trust 0.19°~ D.11'/0 0.19% 0.17°i~ FedFund 0.20°.~° 0.18°/0 0.24% 0.2C°.~° _ MuniCash 0.20% 0.15% N/A NiA MuniFund D.20°/ 0.18% 0.30% 0.24% New York Money 0.20°I° D.16'.6 0.28% 0.21°'° T-Fund 0.18°,e 0.15 :'° 0.19% 0.15° TempCash 0.18% 0.17 i6 0.28?6 0.17% TempFund 0.18 % 0.17% 0.29% 0.22° Treasury Trust 0.15°f° 0.121° 0.15% __ 0.12% 1 1 1 TOTAL EXPENSE TOTAL TO PNC TOTAL EXPENSE TOTAL TO PNC NAME OF FUND RATIOS AFFILIATES' NAME OF FUND RATIOS AFFILIATES' Advantage Institutional Government MMF 0.10°J° D.00% Mid Cap Value 1.D0% 0.78% Advantage Institutional MMF 0.19% 0.12% Money Market 0.20% 0.13° Advantage Institutional Treasury MMF O.1D°k D.00% Multi-Factor Small Cap Core 0.95°h 0.51% Balanced Allocation 1.00% 0.69% Multi-Factor Small Cap Growth 0.95°~ 0.13% Bond Fund D.60°!° 0.48% Multi-Factor Small Cap Value 1.25% 0.71 Government MMF 0.15°/ 0.08 % Ohio Intermediate Tax Exempt 0.55°6 0.43% Government Mortgage 0.63% 0.43°6 Ohio Municipal MMF 024°; 0.18° high Yield Bond D.75'1° D.00% Pennsylvania Intermediate Municipal 0.61°/, 0.43% Intermediate Bond 0.53'/ 0.43% Pennsylvania Tax Exempt MMF 0.1 B% 0.07% Intermediate Tax Exempt Bond 0.53% D.40% 5&P 500 Index 0.37°ro 0 15°h International Equity 1.22% 1.03% Small Cap Core 1.19°/ 1.03% Large Cap Core Equity 0.94°!° 0.48°/ Tax-Exempt Limited Maturity Bond 0.53°5 0.41 Large Cap Growth 0.98°6 0.71% Tax-Exempt Money Market 0.235 O tb% Large Cap Value 0.96°/ 0.78 % Total Return Advantage D.58 % 0.43% Limited Maturity Bond 0.50% 0.38% Treasury MMF 0.12% 0.05°5 Maryland Tax Exempt Bond 0.53 % 0.41% Ultra Shori Bond 0.36°; 0.23° Michigan Intermediate Municipal Bond 0.66% 0.43% NAME OF FUND TOTAL EXPENSE RATIO" TOTAL TO PNC AFFILIATES15 NAME OF FUND TOTAL EXPENSE RATIO" TOTAL TO PNC AFFILIATES15 PNC Absolute Return Fund LLC 2.02°f° 0.00°I PNC Alternative Strategies TEDI Fund LLC 3.47°/ D.00°/ PNC Absolute Return TEDI Fund LLC 3.00'/0 0.00°a PNC Lang-Short Fund LLC 2.08°J~ 0.00°I PNC Alternative Strategies Fund LLC 2.09°/ 0.00',6 PNC Lonq-Short TEDI Fund LLC 3.89% O.DO NAME OF FUND SERVICE FEE % EXPENSE RATIO NAME OF FUND SERVICE FEE % EXPENSE RATIO American Beacon International Equity 0.10°h 0.71°/° Aston Fairpointe Mid Cap 0.10% 0.89% American Century Caoital Value 0.35'/, 1.09 % Aston/Tamro Small Cap 0.10°!° 1.D9% American Century Income and Growth 0.25% 0.70=6 Baron Asset 02556 1.32% American Century International Bond 0.35°'~ 0.82% Baron Growth 0.251 1.32°•5 American Century International Disrovery 0.15°h 1.23'0 Baron Small Cap 0.25;6 1.31°6 American Century international Gro~a~th 0.35% 1.35-5 BlackRock Arthur Street Fund LP 0.0076 0.51°~ American Century Large Company Vatuz 0.35% 0.85°;, BlackRock Fulton Street Fund LP D 00?5 0 87% American Century Small Cap Value 0.35%6 1.25'5 6lackRock htclti-P4arager Parnzr,, LP h3rs~erei' D 60=5 1.66°l American Century Ultra 0.15'-~ 0.80'i, BtackRock `Aclti-hlanaaz Parnxs. Ltd. IDtfsnori 0.00',5 1.05°S American Century Vista 0.15°.-~ 0.8P,'° Citlgrouo Real Estate Partnzrs. LLC" OAO?/ 3.85`.a Artisan International 0.30°~ 1.23?6 Catamcs Convertible 0.10=•6 1.08"> Artisan Mid Cap Value 025?S 1.2 i=; Catamos Grn:•rih 0.10;6 127°5 Artisan Smalf Cao 0.30°S 1.31 ~;:, Cohen & Steers Rza::y rcme 0.05'.6 0975 Artisan Small Cap Value 0.3D°> L22?5 Ccfumcia Marsico Irate-national Occortunrties 0.25';° 1 22'.S 124356-0511 Paaa 2 of ~ ~ ~~~ b/$i~011 PNC Affiliated Compensation Disclosure Grid As of March 31, 2011 1 1 hl 1 NAME OF FUND SERVICE FEE % EXPENSE RATIO NAME OF FUND SERVICE FEE % EXPENSE RATIO Columbia Real Estate 0.25'6 1.0251: 1~IF5 International Gro~roth 0.iu°.6 1.15=x° Columbia Small Cao Growth 0.25'x; L079, MFS Research Bond D 1D%, 0.64',, Driehaus Active Income 0.1516 0.°2°-5 MFS Value 0.10"5 0.73'° Eagle Smatt Cao Groavth 0.10`.'0 0-86'1 Clstein All Cao Value 025"; 1.Sc=! Eaton Vance Floating Rate 0.08=; 0.795 P!MCO Commodity Reat Return Stratepv O.1G~5 0.84 Federated Capital Accredation 0.25',5 1.24? Pi~4C0 Extended Duration 0.10'5 0 5G=!o Federated Clover Value 0.25 ~6 1.19''.5 PIP.?CO Lonq Duration Total Return D.l u% 0.50;0 Federated Government Income Secur~t~es C.25'.6 0.99',-5 PiMCO Total P^eturn 0.10'6 0.56'0 Federated Kaufmann 0.25 ~0 1.95°6 Selected American Shares 0-10°'S 0.5D'./o Federated Mid Cap Growth Strtegies 0.25 ~; 0.99°~ T. Rowe Price Equity Income 0.10% 0.68% =ederaied PA Municipal Income 0.25~r6 0.75'° T. Rowe Price Growth Stock 0.10'5 D.7D>6 Federated Short Intermediate Duration Muni 0.30'! 0.7195 T Rowe Price High'(eld 0.10% 0.76'6 Federated Strategic Value Dividend 0.25'; 1.05°; T. Rowe Price International Bond 0.10 % 0.62%, Federated Total Return Bond 0.30;° 0-65°'; T. Rowe Price h1D Tax Free Bond 0 i C% 0.46=0 Federated Total Return Government 0.30% 0.62% T Rcwe Price Mid Cap Growth 0.10°( 0.60 0 Fidelity Advisor Diversified International 0.10% 0.97% 7 Rowe Price Mid Cap Value 0.10°h 0.81 °/ Fidelity Advisor Dividend Growth 0.10'!0 1.00°,~ T. Rowe Price Real Estate 0.10 % 0.76°%° Fidelity Advisor Inflation Protected Bond 0.10% 0.50°'° T. Rowe Price Short Term Band 0.10% O.SS:o Goldman Sachs Core Fixed Income 0.10% 0.48% T Rowe Price Small Cap Stock 0.10°io 0.92=a Goldman Sachs Large Cap Value 0.10°!o D.77;',_ T. Rowe Price Summit Intermediate D.1D% 0.500 Goldman Sachs Mid Cap Value 0.10'.6 0.76°~, T Rowe Price Summit Municipal Income 0.10% 0.50':6 Goldman Sachs Structured Smelt Cap 0.10 % 0.85% T. Rovre Price VA Tax-Free Bond 0.10°'~ 0.48'6 Goldman Sachs U.S. Equity Dividend & Premium 0.10% 0.84°l° T. Rowe Price Value 0.10% 0.85?6 ING International Value 0.06 % 1.27°h Third Avenue International Value 0.35% 1.4090 ING Real Esiate 0.08% 0.9090 Third Avenue Reai Estate Value 0.35% 1.14`,0 Ivy Global Natural Resources 0.25% 1.20% Third Avenue Small Cap Value 0.35 % 1.1490 J P Morgan U.S. Large Cap Core Plus 0.10 io 1.1490 Third Avenue Value 0.35% 1.15!0 .1 P Morgan Mortgage Backed Securities 0.10% 0.39°', Touchstone Sands Ca ital Select Growih 0.10°/ 1.22°ih Legg Mason BatteryMarch Emerginq Markets 0.10°J 1.25°f° Western Asset Intermediate Bond 0.10 % 0.48'/ MFS Core Growth 0.10°/ 0.97% ra ~ ra NAME OF FUND1° MGT. FEE" NAME OF FUND" MGT. FEE'S 10+Year Credit Bond Fund 0.20% Dow Jones U.S. Healthcare Sector Index Fund 0.48° 10+ Year Government/Credit Bond Fund 0.20% Dow Jones U.S. Home Construction Index Fund 0.47% 2012 S&P AMT-Free Municipal Series 0.3D% Dow Jones U.S. Index Fund D.20% 2013 S&P AMT-Free Municipal Series 0.30% Dow Jones U.S. Industrial 52clor Index Fund 0.47°/, 2014 S&P AMT-Free Municipal Series 0.30% Dow Jones U.S. Insurance Index Fund 0.47°5 2015 5&P AMT-Free Municipal Series 0.30°/ Dow Jones V.S. Medical Devices Index Fund 0.47% 2016 S&P AMT-Free Municipal Series 30% 0 Dow Jones U.S. Oil & Gas Exploration & Production Index D.46% . 2017 S&P AMT-Free Municipal Series 0.30% Dow Jones U.S. Oil Equipment & Services Index Fund 0.47% Barclays 0-5 Year TIPS Bond Fund 0.20°/ Dow Jones U.S. Pharmaceuticals Index Fund 0.47% Barclays 1-3 Year Credit Bond Fund 0.2D % Dow Jones U.S. Real Estate Index Fund 0.47% Barclays 1-3 YearTreasuryBo.nd Fund D.iS°/ Dow Jones U.S. Regional Banks Index Fund 0.48° Barclays 3-7 Year Treasury Bond Fund 0.15% Dova Jones U.S. Technology Sector Index Fund 0 47%6 Barclays 7-10 Year Treasury Bond Fund 0.15°1° Dow Jones U.S. Tetecommunications Sector index Fund 0.48% Barclays 10-20 Year Treasury Bond Fund 0.15%, Dow Jones U.S. Utilities Sector Index Fund 0.48% Barclays 20+YearTreasury Bond Fund 0.15% FTSE China iHK Listed) Index F,~nd 0.729; Barclays Agency Band Fund 0.20% FTSE China 25 Index Fund 0.72% Barclays Aggregate Bond Fund 0.24 % FTSE Developed Small Cap ex-North America index Fund 0.51 Barclays Credit Bond Fund 0.20% FTSE EPRA/NAREIT Developed Asia Index 0.48% Barclays Government/Credit Bond Fund 0.20°-6 FTSE EPRA,~NAREIT Developed Europe Index 0.48°io Barclays Intermediate Credit Band Fund 0 20~~' FTSE EPRAlNAREIT Developed Real Estate ex-U.S. Index 0.48 Barclays Intermediate Government/Credit Bond Fund D.2D % FTSE EPRA/NAREIT North America Index Fund 0.48°6 Barclays MBS Bond Fund 0.33°/, FTSE NAREIT Industrial/Office Capped Index Fund 0.43% Barclays Short Treasury Bond Fund 0.15% FTSE NAREIT Mortgage Plus Capped Index 0.48°/, Barclays TIPS Bond Fund 020% FTSE NAREIT Real Estate 50 Index Fund 0.48% Cohen & Steers Realty Majors Index Fund 0.35% FTSE NAREIT Residential Plus Capped Index 0.48% Dow Jones International Select Dividend Index Fund 0.50% FTSE NAREIT Retail Capped Index Fund 0.46% Dow Jones Select Dividend Index Fund 0_GO°; iSoxx $ Nigh Yield Corporate Bond Fund D.50°%~ Dow Jones Transportation Average Index Fund 0.47',; i3oxx 5 Investment Grade Corporate Bond Fund 0.15°S Dow Jones U.S. Aerospace & Defense Index fund 0.47°~ J.P. Morgan USD Emerginq Markets Bond Fund 0.60% Dow Jones U.S. Basic Materials Sector Index Fend 0.47°; Morningstar Large Core Index Fund 0.2D"~ Dew Jones U.S. Brpkar-Deafer Index Fund 0.4395 blrninasiar Large Growth Index Fund 025"'; _ Do'.v Jones U.S. Consumer Goods Sector Index Fund 0.46°, Marninps:ar Large Value Index =und 0.25°'~ Dow Jones U.S. Consumer Services Sector Index 0.48=6 h?orn~nastar Mid Core index Fund 0.25'v Dow Jones U.S. Energy Sector Index Fund 0.4895 S„lorninos:ar Mid Growth index Find 0.30°s Dow Jones U.S. Financial Secror Index Funo C.48°~ P~lorrnngs:ar hlid Value Index Fund 0.3095 Dow Jones U.S Financial5en•ices!ndex F~no 0.48'; Nlorn,nas.ar ~T~3U Core Index Funa D 25"S Dew Jones U.5_ Healthcare Providers !rid=_x =und 0.47'„ t- crnin~s:ar Sma.'t '~ro:;[r~ Index =und 0.30°%~ 12G355-0511 P>a2 3 cf 5 ~ PNC 6/$1011 Pi\1C Affiliated Compensation Disclosure Grid As of March 31, 2011 v " ~ NAME OF FUtID" .ZMT1Cd~1i:71~7y~~ MGT. FEE" ~U:ITT--~~A~/_l:/_~H~St~:ti~~~~.'i+'gt~~l.lll:lUat NAME OF FUND" MGT. FEE" h?orninastar Small Value'ndex Fund C_30=> Russell 1000 Grov;th Index F nd 0.20`;5 hbrn;ngstar High D~widend Equity =and 0 4D°~ Russa'.t 100D Index F:.~nd 0.15`; h15C1 ACVJI ex US Consumer Dscrtion a~ y S_ctor index ~=und 0.43'; Russell .GOC Value Index Fu~~d 02D`', fv!SCI AC'vV! ez US Consumer 5[acles Sec -Index Fend D_48-'~ Russell 2003 Crowth Index Fund D.25~; MSCI ACVJI ex US Energy Sector index ~ ~~.'. D 48°; Russell 2000 Index Fund 0289; NSCI ACVJI ex US Financials Sector Index rand 0.44°; Russell 2000 Value Index Fund D.41 05 MSCI ACVJI ex US Health Care Sector Inc=_x 0.48%; Russell 3000 Growth Index Fund 025',5 MSCI ACWI ex US Index Find D 3515 Russell 3000 Index Fund 0.21 %~ MSCI ACtPJI ex US Industna!s Sector Index E"and 0.48'; Russell 3000 Value Index Fund 02691 MSCI ACWI ex US Information Technoloey Sec!ar Index Fund D 48°S Russell Microcao(R) Index Fund D.71 ;> MSCI ACWI ex US Materials Sector Index Find 0.48°;; Russell MidCap Gro~.vth Index Fund 0.25°v MSCI ACVJI ez US Telecommunication Ser;i~es Sector Index Fund 0.48',5 Russel! h'.idcap Index Fund 0.20°y MSCI ACWI ex US Utilities Sector Index Fund 0.489'u Russell Midcap Value Index Fund 0.25°'> MSCI ACWI Index Fund 0.35;5 Russell Top 2D0 Growth Index Fund 0.2095 MSCI All Country Asia ex Japan Index Find D.59%, Russell Top 200 Index Fund 0.15° MSCI All Peru Capped Index Fund 0.62% Russell lop 200 Value Index Fund D.20°f MSCI Australia Index Fund 0.53°5 S$P 100 Index Fund 0.20°G. MSCI Austria Investable Market index Fund 0.54°5 S$P 1500 Index Fund 0.20°:- MSCI Belgium Investable Market Index Fund D.54°,% S&P 500 Growth Index Fund D.18% MSCI Brazil Index Fund 0.61 ;; S$P SOD Index Fund 0.09 MSCI Brazil Small Cap Index Fur,d 0.65% S$P 50D Value Index Fund 0.18° MSCI BRIC Index Fund 0.69°,'~ S$P Ag rassive Allocation Fund 0.35°5 MSCI Canada Index Fund 0.53°,5 S$P Asia 50 Index Fund D 52% MSCI Chile Investable Market Index Fund 0.61 % 5$P California AMT-Free Municipal Bond Fund 0.25°/, MSCI China Index Fund D.61°/, 5$P Conservative Allocation Fund 0.30% MSCI China Small Cap Index Fund _0.6_5% 5$P Developed ex-U.S. Property Index Fund 0.48°/, Iv15Cl EAFE Groavth Index Fund 0.40% S$P Emerging Markets Infrastructure Index Fund 0.75° MSCI EAFE Index Fund 0.35°5 S$P Europe 350 Index Fund 0.60% MSCI EAFE Small Cap Index Fund 0.40% S$P Global 100 Index Fund 0.40°f MSCI EAFE Value Index Fund 0.40% S$P Global Clean Energy Index Fund 0.48% MSCI Emerging Markets Eastern Europe Index Fund 0.69 % 5$P Global Consumer Discretionary Sector Index 0.48% MSCI Emerging Markets Financials Sector Index Fund D.64 % S$P Global Consumer Staoles Sector Index Fund 0.48% MSCI Emerging Markets Index Fund 0.69°/ S$P Global Energy Sector Index Fund 0.48% MSCI Emerging Markets Materials Sector Index Fund 0.69% S$P Global Financials Sector Index Fund 0.48% MSCI EMU Index Fund 0.54°!o S$P Global Healthcare Sector index Fund 0.48% MSCI Europe Financials Sector Index Fund 0.48°/ S$P Global Industrials Sector Index Fund 0.48° h15C1 Far East Financials Sector Index Fund 0.48 % S$P Global Infrastructure Index Fund 0.48;0 MSCI France Index Fund 0.541 5$P Global Materials Sector Index Fund D.48% bISCI Germany Index Fund 0.53% S$P Global Nuclear Energy Index Fund 0.48°I MSCI Hong Konq Index Fund 0.53°/, S$P Global Technology Sector Index Fund 0.48% MSCI Indonesia Investable Market Index Fund 0.61 % S$P Global Telecommunications Sector Index Fund 0.48°5 MSCI Ireland Capped Investable Market Index Fund 0.53% S$P Global Timber $ Forestry Index Fund 0.48 _ MSCI Israel Capped Investable Market Index Fund 0.61 °io 5$P Global Utilities Sector Index Fund 0.48% MSCf Italy Index Fund 0.54 % S$P Growth Allocation Fund 0.32° MSCI Japan Index Fund 0.54°.~~ S$P India Nifty 50 Index Fund 0.84° MSCI Japan Small Cap Index Fund 0.53°'° S$P Latin America 40 Index Fund 0.50 % MSCI KLD 400 Social Index Fund 0.50% S$P MidCap 400 Growth Index Fund Q25% MSCI Kokusai Index Fund 0.25°; S$P MidCap 400 Index Fund 0.22% MSCI Malaysia Index Fund 0.53°; S$P MidCap 400 Value Index Fund 0.28%S MSCI Mexico Investable Market Index Fund 0.53°; S$P Moderata Allocation Fund 0.31°0 MSCI Netherlands Investable Market Index Fund 0.53°h S$P National AMT-Free Municipal Bond Fund 0.25% MSCI New Zealand investable Market Index Fund 0.55°/ 5$P New York AMT-Free Munidpal Bond Fund 0.25° M:iCI Pacific ex-Japan Index Fund 0.50 % S$P North American Natural Resources Sector Index Fund 0.48% MSCI Philippines Investable Market Index Fund 0.65°/, S$P North American Technology Sector Index Fund 0.48% MSCI Poland Investable Market Index Fund 0.61°! S$P North American Technology-Multimedia Networking Index Fund 0.48% M~iCI Russia Capped Index Fund 0.65% 5$P North American Technology-Software Index Fund 0.48% MSCI Singapore Index Fund 0.53;; 5$P Short Term National AMT-Free Municipa! Bond Fund 0.25° MSCI South Africa Index Fund 0.61%, S$P SmallCap 600 Growth Index Fund 0.25° MSCI South Korea Index Fund 0.61°i° S$P SmallCap 600 Index Fund 0.20% MSCI Spain Index Fund 0.54% S$P SmallCap o00 Value Index Fund 0.25% M5C1 Sweden Index Fund 0.53%, 5$P Target Date 2D1 D Index Fund 0.29:5 MSCI Switzerland Index Fund 0.5395 S$P Target Date 2015 Index Fund 0.29°h f MSCI Taiwan Index Fund 0.71 °> S$P Target Date 2020 Index Fund 0.29% MSCI Thailand investable Market Index Fund O.b2;'> S$P Target Date 2C25 Index Fund 0.29? MSCI Turkey Investable Market Index Fund 0.61?, 5$P Target Date 2D30 index Fund 0.30'5 MSCI United Kingdom Index Fund OS39ji S$P Target Date 2035 Index P,:nd 0.29°~ MSCI USA ESG Select Social Index Fund 0 5D°; S$P Target Date 2640 Index Fund 0.3C=° MSCI USA Index Fund D_15%, S$P Tareet Date Retirement Income Index 029°,b Nasdaq Biotechnology Index =and 0.48°~ 5$P U S. Preferred Stock Index F..nd 0.48°h NYSE 1001ndex Fund D._'0°5 S$P;'Ci;ior;,ud 1-3 Yaar In;e-nat ona! Treasury 3a~c Fund __ _ u 355> NYSE Comoesite Index Fund 025; 5$°~'Ci:;cro~.,p International Tras..ry-Bona Funo 0.35°,~; PHt_X SOX Sam conductor Sector Index Fund 0.489, 5$Pi-OP;X 150 Index Fund O.SD:; 12G3S6-0511 Page ~'. ci 5 ~ PNC 6/8,62011 i'NC Affiliated Compensation Disclosure Grid As of March 31, 2011 i) the PNC Financial Services Group, Inc. ("PfJC") provides irn•estment and wealth management, fiduciary services, FDIC-insured banking products and services and lending and borro•.ving of funds through its subsidiary, PNC Bank, National Association ("PNC Bank"), which is a Member FDiC, and provides certain fiduciary and agency services through its subsidiary FNC Delaware Trust Company. PNC does not provide legal, tax cr accounting advice. 2) PNC and our affiliates have an interest in account holders being invested in Funds chat pay us or our affiliates fees for services rendered. For further information regarding such services rendered or fees received, contact your PNC account officer. Our ability ;o invest any account governed by fndiana taw in Funds that pay us or our affiliates fees for servicesaiU end upon PNC's receipt, at any time, of a notice of objection by a majority of the persons entitled to receive statements of that account's activity. 3) Mutual funds advised by affiliates of Black Rock, Inc. PNC indirectly owns an economic interest of approximately 20.3% in BtackRock, Inc. 4) Under a services agreement between Black Rock Advisors, LLC and PNC Bank ('Agreement"), PNC Bank receives from BtackRock Advisors, LLC and/ or BtackRock Mutual Funds, administration and services fees up to .25°!° (.04°~6 for the Index Equity Portfolio) of the assets of PNC client accounts invested in BtackRock Mutual Funds. Under this Agreement, PNC Bank combines the mutual fund share purchases of multiple client accounts to satisfy minimum investment requirements and thus qualify such accounts for lower cost share classes. You can obtain a prospectus for BtackRock Mutual Funds by calling your PNC account officer or 800-441-7450. 5) Expenses shown are net of any fee waivers by the Funds' service providers. b) Certain types of PNC accounts may hold Service Class shares of the BtackRock Funds, which have a service fee of 0.25% in addition to the expenses listed below. 7) PNC Bank and PNC Delaware Trust Company may also receive an account level tee for services provided to your account. However, in tight of the compensation for the services described above, for certain accounts, PNC Bank and PNC Delaware Trust Company provide a variety of reductions in the account level fee for the portion of an account's assets invested in mutual funds (other than a money market fund) for which a PNC affiliate provides investment advisory services. PNC Bank and PNC Delaware Trust Company reserve the right at any time to eliminate, in whole or part, any or all of these account level fee reductions. 8) The expense ratios do not include expenses attributable to this Fund's investments in underlying tunds. 13) L'nder a services agreement between PCA and PNC Bank (Agreement). PNC receives from PCA and!cr PNC Mutual Funds, service fees up to 0.10%5 of the assets of PNC client accounts invested in PNC Mutual Funds. Under this Agreement, PNC Bank combines the mutual Lund purchases of multiple client accounts to satisfy minimum investment eucuirements and thus qualify such accounts for lo'.ver cost share classes. You can obtain a prospectus for PNC Mutual Funds by calling your PNC account officer or 800-551-2145. 14) Expense ratios are shown without Inc=_ntive Fee and underlying Investment Fund fees; PNC affiliates may receive an additional 1 G°o net incentive fee based upon the performance of the fund. 15) The Funds currently have a voluntary expense waiver at the feeder level The amount waived 6y the PNC affiliate currently exceeds alt PNC affiliate revenue, including revenue generated at the Master Fund level. 16) This section 5 includes registered mutual funds that are not advised by a PNC affiliate ("Non-Proprietary Funds"), but which pay servicing Fees to us and /or our affiliates and unregistered Funds which are advised by a BtackRock, Inc. affiliate evhich pay fees to BtackRock. A description of the services provided and fees earned can be found in the mutual fund prospectuses or other disclosure documents for the mutual fund or other investment. You tan obtain the prospectus for a particular mutual fund by calling your PNC account officer or through each fund company's website. If the Fund or other investment you hold is not a mutual fund, you should have a copy of the offering disclosure document. If you have any questions, please call your PNC account officer. 17) PNC Affiliates receive 0.75% on fund assets, plus an incentive fee based upon the performance of the fund, which was $8,644 for the Onshore fund and $139,057 for the Offshore fund in 2010. 18) iShares° is a registered trademark of BtackRock institutional Trust Company N. A. iShares' Exchange Traded Funds are advised by Black Rock Fund Advisors ("BFA") awholly-owned subsidiary of BtackRock Institutional Trust Company, NA..("BTC"). which in turn is a wholly-owned subsidiary of BtackRock, Inc. PNC indirectly owns an economic interest of approximately 20.3% in BtackRock, Inc. 19) Pursuant to the Investment Advisory Agreements between BFA and the Trusts, BFA is responsible for substantially all expenses of the Fund, including the cast of transfer agency, custody, fund administration, legal, audit and other services except interest expense and lazes, brokerage expenses, future distribution fees or expenses and extraordinary expenses. You can obtain a prospectus for iShares Funds by calling your account officer or 80D-iShares (800-474-2737). 20) PNC Bank and PNC Delaware Trust Company receive an account level fee for 9) The expense ratio of the Fund listed represents the annualized expense ratio for the period December 5, 2010 to March 31, 2011. 10) Funds merged into floating Rate Income on March 18. 2011, 11) The expense ratios of the Funds listed in Sections 1 and 2 represent annualized expense ratios for the Fiscal period through March 31, 2071 unless otherv~ise footnoted. 12) Funds advised 6y PNC Capital Advisors, LLC ("PCA"). PCA is a wholly-owned subsidiary of PNC Bank. services provided to your account. However, in light of the compensation for fhe services described above, for certain accounts. PNC Bank and PNC Delaware Trust Company provide a variety of reductions in the account level fee for the portion of an account's assets invested in exchange traded funds for which a PNC affiliate provides investment management services. PNC Bank and PNC Delaware Trust Company reserve the right at any time to eliminate, in whole or part, any or all of these account level fee reductions. 24356-0611 Page 5 cf 5 ~ ~~~