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HomeMy WebLinkAbout05-18-12 IN THE COURT OF COMiv10N PLEAS OF ORPHANS' COURT DIVISION NO. FIlZST AND FINAL ACCOUNT OF THE BRYN MAWR TRUST COMPAI~TY SUCCESSOR TRUSTEE FOR TFIE OKERBI_.OOIvI-CLOUSER CRUT DATE OF TRUSTEE'S FIRST RECEIPT OF FUNDS: ACCOt7NTJNG FOR THE PER10D: APRIL 4„ 2001 APRIL 4, 2001 TO MARCH 31, 2012 Purpose of Account: The Trustee offers this account to acquaint interested parties with the transactions that have occurred during their administration. It is important tlsat the account be carefully examined. Requests for additional information, or questions, or objections, can be discussed with: George W. George, Vice President Bryn Mawr Trust Company Hershey Division 1 W. Chocolate Ave., Suite 200 Hershey, PA 17033 (717) 524-5673 c7 .- ~~ ~. ~._ . l ~_ . _ 1 !' C; ~J, C7i O r=: D t T i j. ~, `7 .~. ~ i CC _-~ Summary of Account Principal Page Receipts 2 $ 260,262.26 Net Gain on Sates ar Other Dispositions 3 59,002.65 $ 319,264.91 Less Disbursements: 7 Fees & Commissions $ 2,228.73 2,228.73 Balance Before Distributions $ 317,036.18 Less Distributions to t3enefrciaries 8 11,228.05 Principal Balance On Hand 9 $ 305,808.13 For information: Investments Made 10 Income Receipts 16 $ 125,279.01 Less Disbursements: 31 Fees & Commissions $ 26,360.06 26,360.06 Balance Before Distributions $ 98,918.95 Less Distributions to Beneftciaries 36 98,555.04 Income Balance on Hand 39 $ 363.91 For Information: Combined Balance on Hand $ 306,172.04 Receipts of Prlncfpal Cash and Cash Equivalents From Community Trust Company, initial funding of account Total Cash and Cash Equivalents Total inventory Receipts Subsequent to Inventory 08/14/2002 Reimbursement of Overpayment of Net Income on 03/28/02 and 06/28102 07/0512011 American Skandia Distribution Fund, proceeds on class action litigation settlement 0.332 12/3112010 Vanguard Short Term Inv Grade Fund Reinvested in .332 Shares @ 10.76 2.163 03123/2011 Vanguard Short-Term [nv Grade Fund Reinvested In 2.163 Shares @ 10.75 5.455 07/14/2011 GMO Quality Fund tV Reinvested in 5.455 Shares @ 21.80 0.299 09/06/2011 Templeton Insi Foreign Equity Fund Reinvested In .299 Shares @ 18.20 4.714 10/13/2011 GMO Quality Fund IV Reinvested in 4.714 Shares @ 20.17 13.824 12/1912011 ARfanz IVFJ Small Cap Value Fund Reinvested in 13.824 Shares @ 28.49 202.035 12/19/2011 Touchstone Intermediate Fixed Income Fund Reinvested in 202.035 Shares @ 9.05 3.106 12/28/2011 Templeton Inst Foreign Equity Fund Reinvested in 3.106 Shares @ 17.02 Total Receipts Subsequent to Inventory Total Receipts of Principe! Inventory Value 04/04!2001 246,116.02 $ 11,000.00 625.93 3.57 23.25 117.84 5.44 95.07 393.85 1,$28.42 52.87 Okerbloom-Clouser CRUT $ 246,116.02 $ 246,116.02 $ 14,148.24 $ 260,262.26 Page 2 Gains and Losses on Sales or Other Dispositions of Principal Net Gain 03/08/2002 Sale 8 Units Common Trust Fund -Value Equity Net Proceeds $ Inventoried at 04/07/2004 Sale 26 Units Common Trust Fund -Value Equity Net Proceeds $ inventoried at 07/08!2005 Sale 23 Units Common Trust Fund -Value Equity Net Proceeds $ inventoried of 02/08/2006 Sale 25 Units Common Trust Fund -Value Equity Net Proceeds $ Inventoried at 02/07/2007 Sale 12 Units Common Trust Fund -Value Equity Net Proceeds $ Inventoried at 06/07/2007 Sale 102 Units Common Trust Fund -Growth Equity Net Proceeds $ Inventoried at 02106!2008 Safe 35 Units Common Trust Fund -Value Equity Net Proceeds $ inventoried at 2,040.20 1,950.76 $ 89.44 8,040.01 6,339.96 1,700.05 8, 267.87 5,60$.43 2,659.44 10,059.86 6,096.12 3,963.74 5,267.62 2,926.14 2,341.48 8,147.04 7,952.22 194.82 15,059.41 8,534.56 6,524.85 Okerbloom-Clouser CRUT Net Loss Page 3 Gains and Losses on Sates or Other Dispositions of Principal (Continued) Net Gain 07/17/2008 Capital Gain Distribution Gh/i~ Foreign f=und 1V Long Term Net Proceeds $ Inventoried at 12129/2008 Capital Gain Distribution EuroPacific Growth Fund Long Term Net Proceeds $ inventoried at 07!27/2009 Sale 136 Units Common Trust Fund -Value Dquity Net Proceeds $ Inventoried at 01/05/2010 Capital Gain Distribution Temporary Investment Fund Long Term Net Proceeds ~ Inventoried at 12!29/2010 Capital Galn Distribution Temporary investment l=and Long Term Net Proceeds $ Inventoried at 05/i 112011 Sale 320 Shares GMO Foreign Fund IV Inventoried at $ Net Proceeds 12/27J2011 Capital Gain Distribution Temporary Investment Fund Long Term Net Proceeds $ inventoried at 207.77 0.00 $ 207.77 296.94 0.00 296.94 48, 289.08 33,162.87 15,126.21 0.05 0.00 0.05 0.11 0.00 0.11 5,207.77 4,300.80 0.19 Q.00 OEcerbloom-Clouser CRUT 0.19 Net Loss $ 906.97 Page 4 Gains and Losses on Sales or Other Dispositions of Principal (Coniinued} Net Gain 03/21/2012 Sale 478.94 Shares Allianz NFJ Small Cap Vaiue Fund Nat Proceeds Inventoried at 03/21f2012 Sale 224.975 Shares American Funds Europaclfic Growth F2 Inventoried at $ Net Proceeds 03/21/2012 Saie 989.742 Shares GMO Quality Fund Ill Net Proceeds $ Inventoried aF 03!21/2012 Sale 200.472 Shares Templeton Inst Foreign Equity Fund Inventoried at $ Net Proceeds 03121!2012 Sale 23,186.062 Shares Touchstone lntermedlate Fixed income Fund Net Proceeds $ Inventoried at 0312112012 Sale 598.324 Shares Vanguard Short-Term Inv Grade Fund Net Proceeds $ Inventoried at 03123!2092 Sale 100 Shares Energy Select Sector SPDR Fund Net Proceeds $ Inventoried at 15,005.19 10,393.84 $ 4,811.35 10,296.94 8,913.51 23,884.53 17,212.92 4,358.31 3,800.95 6,471.61 209, 833.87 199,932.28 9,901.59 6,414.03 6,026.82 387.21 7,409.06 4,994.00 2,415.06 Qkerbloorn-Clouser CRUT Net loss $ 1,383.43 557,36 Page 5 Gains and Losses on Sales or Othar Dispositions of Principal (Continued} Net Gain 03/23/2012 Sale 150 Shares iShares S&P MidCap 400 Index Fund Net Proceeds $ 14,942.75 Inventoried at 10,026.00 $ 4,916.75 03!23/2012 Sale 55 Shares S&P 500 Depositary Receipts Net Proceeds $ 7,705.46 inventoried at 7,664.71 41.75 Total Gains and Losses $ 61,850.41 Net Gain $ 59,062.65 Ofcerbfoam-Clouser CRUT Net Loss $ 2,847.76 Page 6 Disbursements of Principal Date Paid Fees and Commissions The Bryn Mawr Trust Company 09/2012010 Monthly Fee 1 012012 0 1 0 Monthly Fee 11/22/2010 Monthly Fee 12/20/2010 Monthly Fee 01/2012011 Monthly Fee 02122!2011 Monthly Fee 0312112011 Monthly Fee 04/20/2011 Monthly Fee 05120!2011 Monthly Fee 06J20/2011 Monthly Fee 07/20/2011 Mon#hly Fee 08/2212011 Monthly Fee 09!2012011 Monthly Fee 10/20/2011 Monfhiy Fee 11/21/2011 Monthly Fee 12/20/2011 Monthly Fee 01120!2012 Monthly Fee 02J21/2412 Monthly Fee 03/20!2012 Monthly Fee Total The Bryn Mawr Trust Company Total Fees and Commissions Total Disbursements of Principal Okerbloom-Clouser CRUT Amount Paid ~a 114.35 116.05 116.73 115.94 115.89 116.45 117.37 117.41 11 B.74 118.87 117.96 118.76 117.77 115.56 117.74 117.22 117.41 118.87 119.64 $ 2,228.73 $ 2,228.73 $ 2,228.73 Page 7 Distribufions of Principal to Beneficiaries Transfers to Income 12/3112001 Transfer From: Cash To: Cash 12!30/2002 Transfer From: Cash To: Cash 02{2212012 Transfer From: Cash 70: Cash GMO Quailty l=und Inv Dividend from 07/14/11 and 10/13/11 Total Transfers to ]ncome Total Distributions of Principal Distribution Value $ 15.14 11,QOD,00 212.91 $ 11,228,Ob $ 11,228.05 ~I<erbloom-Clouser CRUT Page 8 Principal Balance On Hand Fair Market Value 0313412012 Cash and Cash Equivalents Temporary Investment Fund Total Cash and Cash Equivalents $ 305,808.13 ~ $ 305,808.13 $ Total 13a1ance on Hand Inventory Value 305,808.13 305,808.13 $ 305,808.13 $ 305,808.13 Okerbloom-Clouser CRUT Page 9 Information Schedules -Principal lnventary Value New Investments Alfianz NFJ Small Cap Vatue Fund 07/27/2009 465.116 Shs_ Purchased $ 9,999.99 Common Trust Fund -Fixed incame 05107/2001 48 Uts. Purchased 49,184.68 06/08/2001 48 Uts. Purchased 49,162.97 07/1012001 48 Uts. Purchased 49,113.92 08/0812001 24 Uts. Purchased 24,925.91 10!0712002 2 Uts. Purchased 2,170.05 04/0712004 7 Uts. Purchased 7,500.52 07/08/2005 7 Uts. Purchased 7,185.77 06!07/2007 9 Uts. Purchased 8,860.04 Common Trust Fund -Growth Equity 02/08/2006 102 Uts. Purchased 7,952.22 Common Trust Fund -Value Equity 05/0712001 103 U#s. Purchased 24,840.99 06!08/2001 81 U#s. Purchased 19,917.14 07/10/2001 81 Uts_ Purchased 19,860.71 Energy Select Sector SPDR Fund 08/05{2009 100 Shs. Purchased 4,994.00 EuroPacific Growth Fund 02/25/2008 214.087 Shs. Purchased 10,000.00 12/29/2008 10.994 Shs. Purchased 296.94 GMO Foreign Fund IV 02114!2008 313.48 Shs. Purchased 5,000,00 07!1712008 14.134 Shs. Purchased 207.77 GMO Quality Equity Fund III 07!2712009 979.263 Shs. Purchased 17,000.01 iShares S&P MidCap 400 index Fund 11/0412009 150 Shs. Purchased 10,026.00 S&P 500 Depositary Receipts 02/1412007 35 Shs. Purchased 5,033.91 Okerbtoom-Clouser CRUT Page 10 Information Schedules -Principal {Confinued) inventory Value New Investments S&P 500 Depositary Receipts 01/26/2012 20 Shs. Purchased $ 2,630.80 Templeton Inst Foreign Equity Fund 05/11/2011 197.067 Shs. Purchased 4,300.00 Vanguard Short-Term Inv Grade Fund 05/1812009 595.829 Shs. Purchased 6,OD0.00 Total New Investments $ 346,164.34 Exchanges and Stock Distributions Allianz NFJ Small Cap Value Fund 07!27/2009 465.116 Shs. Purchased 9,999.99 12!19/2011 13.824 Shs. Received 393.85 Reinvested in 13.824 Shares @ 28.49 478.94 Shs. On Hand $ 10,393.84 03121/2012 (478.94) Shs. Sold (10,393.84) American Funds Europacific Growth F2 07/18/2011 224.975 Shs. Received via exchange 10,296.94 from EuroPacific Growth Fund 0 3121 /2 0 1 2 (224.975) Shs. Sold (10,29fi.94) Common Trust Fund -Fixed Income 05/07l20D1 48 Uts. Purchased 49,184.68 06!0812001 48 Uts. Purchased 49,162,97 07/10/2001 48 Uts. Purchased 49,113.92 08/0812001 24 Uts. Purchased 24,925.91 10/07/2002 2 Uts. Purchased 2,174.05 04/D7/20D4 7 Uts. Purchased 7,540.52 07/08/2045 7 Uts. Purchased 7,185.77 06/47/2007 9 Uts. Purchased 8,86D.04 193 Uts. On Hand $ 198,103.86 07/27/2009 (193) Uts. Exchanged (198,103.86) for Touchstone Intermediate Fixed lncome Fund Due to Exchange Offer Okerbloom-Clouser CRUT Page 11 ]nformation Schedules -Principal {Continued) Inventory Value Exchanges and Stock Dis#ributions Common Trust Fund -Growth Equity 021D812006 102 Uts. Purchased $ 7,952.22 06/07/2007 (102) Uts. Sold (7,952.22} Common Trus# Fund -Value Equity 05/07/2001 103 Uts. Purchased 24,840.99 06/08/2001 81 Uts. Purchased 19,917.14 07/10!2001 81 Uts. Purchased 19,860.71 265 Uts. On Hand $ 64,618.84 03108!2002 (8) Uts. Sofd {1,950.76] 257 Uis. On Hand $ 62,668.08 04107/2004 (26} Uts. Sold {6,339.96) 231 Uts. On Hand $ 56,328.12 07!0812005 (23) Uts. Sold (5,608.43) 2D8 Uts. On Hand $ 50,719.69 02/08/2006 (25) Uts. Soid {6,096.12} 183 Uts. On Hand $ 44,623.57 02!07/2007 {12) Uts. Sold (2,926.14) 171 Uts. On Hand $ 41,697.43 02/0612008 {35} Uts. Sold {8,534.56) 136 Uts. On Hand $ 33,182.87 07/27/2009 (136) Uts. Sold {33,162.87) Energy Select Sector SPDR Fund 08/0512009 100 Shs. Purchased 4,994.00 03123/2012 (100) Shs. Sold {4,994.00) EuroPacific Growth Fund 02125/2006 214.087 Shs. Purchased 10,000.00 12129/2008 Cap. gain list. 0.00 Long Term 12/29/2008 10.994 Shs. Purchased 296.94 225.081 Shs. On Hand $ 10,296.94 07!1812011 (225.081} Shs. Exchanged (10,296.94) for American Fvnds Europacific Growth F2 Due to Conversion Okerbloam-Clouser CRUT Page 12 Information Schedules - PrineipaE (Continued) Inventory Value Exchanges and Stock Distributions GMO Foreign Fund III 0?J2512009 327.514 Shs. Received via exchange from GMO Foreign Fund IV 08113!2009 (327.614) Shs. Exchanged for GMO Foreign Fund IV Due fo Exchange Offer GMO Foreign Fund IV 02/14/2008 313.48 Shs. Purchased 07/17120D8 Cap. gain dist. Long Term 07/17/2008 14.134 Shs. Purchased 327.614 Shs. On Hand 02125!2009 (327.614) Shs. Exchanged for GMO Foreign Fund !II Due to Exchange Offer 08113f2009 320 Shs. Received via exchange from GMO Foreign Fund III 05/11/2011 (320} Shs. Sold GMO Quaiity Equity Fund !II 07/27/2009 879.263 Shs. Purchased 11103!2009 {979.263) Shs. Exchanged for GMO Quality Fund IV Due to Exchange Offer GMO Quality Fund Ili 0310212012 989.742 Shs. Received via exchange from GMa Qualify Fund iV 03/21/2012 {989.742) Shs. Sold GMO Quality Fund tV 11/03/2009 978.723 Shs. Received via exchange from GMO Quaiity Equity Fund 111 07114!2011 5.455 Shs. Received Reinvested In 5.455 Shares @ 21.60 Okerbioom-Clouser CRUT $ 5,207.77 (5,207.77) 5,000.00 0.00 207.77 $ 6,207.77 {5, 207.77) 5,207.77 (5, 207.77) 17,000.01 {17,000.01) 17,212.92 (17,212.92) 17,000.01 117.84 Page 13 Information Schedules -Principal (Continued} Exchanges and Stock Distributions GMO Quality Fund IV 10!13/2011 4.714 Shs, Received Reinvested in 4.714 Shares @ 20.17 988.892 Shs. On Hand 03/x212012 (988.892) Shs. Exchanged for GMO Quality Fund Ili Due to Exchange Offer iShares S&P MidCap 400 Index Fund 11/04/2009 160 Shs. Purchased 03/23/2012 (150} Shs. Sold S&P 500 Deposi#ary Receipts 02(14!2007 35 Shs. Purchased 01/26/2012 20 Shs. Purchased 55 Shs. On Hand 03/2312012 (55} Shs. Soid Templeton Inst Foreign 1=quity Fund 05111/2011 197.067 Shs. Purchased 09!06/2011 0.299 Shs. Received Reinvested in .299 Shares @ 18.20 12128/2011 3.106 Shs. Received Reinvested in 3.106 Shares @ 17,02 200.472 Shs. On Hand 03121/2012 (200.472) Shs. Sold Touchstone Intermediate Fixed Income Fund 07127/20D9 22,984.027 Shs. Received via exchange from Common Trust Fund - Fixed Income 12/19/2011 202.036 Shs. Received Reinvested in 202.035 Shares @ 9.05 23,186.062 Shs. On Hand 03121/2012 (23,186.062) Shs. Sold Oker6ioom-Clouser CRUT ]nventory Value $ 95.07 $ 17,212.92 (17,212.92) 10, D26.00 (10,026.00) 5,033.91 2,630.80 $ 7,664.71 (7,664.71) 4,300.00 5.94 52.87 $ 4,358.31 (4,358.31) 198,103.86 1,828.42 $ 199,932.28 (199,932.28) Page 14 lnfarmation Schedules -Principal (Continued) lnvenfory Value I±xchanges and Stock Distributions Vanguard Short-Term Inv Grade fund 05!18/2009 595.829 Shs. Purchased $ 6,000.00 12/31I20i0 0.332 Shs. Received 3.57 Reinvested in .332 Shares @ 10.76 03/23/2411 2.163 Shs. Received 23.25 Reinvested in 2.163 Shares @ 10,75 598.324 Shs. On Hand ~ 6,026.82 0312112012 (598.324} Shs. Sold (6,026.82} Okerbloom-C€ouser CRUT Page 15 Receipts of Income Adjustments and Additiona! Receipts Refund of Brokerage Commission, Growth Equity Common Trust Fund 12/21/2010 $ 4.23 Total Adjustments and Additional Receipts Income Collected Dividend Allianz NFJ SmatE Cap Value Fund 01!13/2010 Dividend on 465.116 Shares $ 241.78 12/22!2010 Dividend on 465.116 Shares 238.47 12/27!2011 Dividend on 478.94 Shares 267.86 American Funds Europacific Growth F2 12!29!2011 Dividend on 224.975 Shares ~ 157.33 Common Trust Fund -Fixed income 06/07/2001 Dividend on 48 Units ~ 264.75 07/09/2001 Dividend on 96 Units 527.92 08/0712001 Dividend on 144 Units 814.56 09(10!2001 Dividend on 168 Units 916.33 10!05/2001 Dividend on 168 Units 917.81 11!07/2001 Dlvldend on 168 Units 923.99 1 211 012 0 01 Dividend on 168 Units 895.74 01/08/2002 Dividend on 168 Units 959.93 02107!2002 Dividend an 168 Units 921.62 03!0712002 Dividend on 16$ Units 897.49 04/05/2002 Dividend on 168 Uniis 935.80 05/07/2002 Dividend on 168 Units 910.03 06/07/2002 Dividend on 168 Units 910.73 07!0912002 Dividend on 168 Units 896.66 08/07/2002 Dividend on 168 Units 896.10 09/09/2002 Dividend on 168 Units 900.77 10/07!2002 Dividend on 168 Units 876.75 11!0712002 Dividend on 170 Units 890.88 12!1212002 Dividend on 170 Units 919.73 01/08!2003 Dividend on 170 Units 888.60 02/10/2003 Dividend on 170 Uniis 888.29 Oicerbloom-Clouser CRUT $ 4.23 $ 4.23 7as.1 ~ 157.33 Page 16 Receipts of Income (Continued) Common Trust Fund -Fixed Income 03/07/2003 Dividend on 170 Units 04/08/2003 bividend on i 70 Units 05/07/2003 Dividend on 170 Un[ts 06!06/2003 Dividend an 170 Uni#s 07/08/2003 dividend on 170 Units 08!07/2003 Dividend on 170 Units 09/09/2003 bividend on 174 Units 10/07/2003 Dividend an 170 Units 11!06!2003 Dividend on 170 Units 12/05/2003 Dividend on 170 Units 01!07/2004 Dividend on 170 Units 02!0512004 Dividend on 170 Units 03/04/2004 Dividend on 170 Units 04!06/2004 Dividend on 170 Units 05!0712004 Dividend on 177 Units 06!07/2004 Dividend on 177 Units 07/08!2004 Dividend on 177 Units 08/06/2004 Dividend an 177 Units 09/08/2004 Dividend on 177 Units 10/07/2004 Dividend on 177 Units 11/05/2004 Dividend on 177 Units 12/07/2004 Dividend on 177 Units 01/07/2005 bividend on 177 Units 02107/2005 Dividend on 177 Units 03/0712005 Dividend on 177 Units 04/07/2005 Dividend on 177 Units 05/09/2005 Dividend on 177 Units 08/07/2005 Dividend on 177 Units 07/08/2005 Dividend on 177 Units 08105!2005 Dividend on 184 Units 09108/2005 Dividend on 184 Units 10/07/2005 Dividend on 184 Units 11/07/2005 Dividend on 184 Units 12/07/2005 Dividend on 184 Units 01!09!2006 Dividend on 184 Units 02108/2006 Dividend an 184 Units 0 310 7/2 0 0 6 Dividend on 184 Units 04/07/2006 Dividend on 184 Units 05/08/2006 Dividend on 184 Units 856.14 893.60 877.26 879,84 862.03 859.94 872.38 847.98 851.59 1,012.02 832.69 813.10 812.64 796.60 822.60 833.59 825.18 819.00 769.90 775,95 762.85 756.47 771.73 762.87 781.93 768.98 732.30 758.98 726.39 759.46 753.61 737.43 755.29 734.30 748.91 774.53 705.35 733.12 725.93 Okerbloom-Clouser CUT !'age 17 Receipts of Income (Continued} Common Trust Fund ~ Fixed Income 06/09/2006 Dividend on 184 Units $ 727.38 07/91/2006 Dividend on 184 Units 720.48 08108!2006 Dividend on 184 Units 733.55 09/08/2006 Dividend on 184 Units 757.35 10!0612006 Dividend on 184 Units 721.26 11/07/2006 Dividend on 184 Units 746A6 1 210712 0 0 6 Dividend on 184 Units 763.04 01/0912007 Dividend on 184 Units 740,20 02/07/2007 Dividend on 184 Units 741.02 03/07/2007 Dividend an 184 Units 772.59 04/09/2007 Dividend on 184 Units 762,51 05/08/2007 Dividend on 184 Units 763.76 06107/2007 Dividend on 184 Units 771.35 07109/2007 Dividend on 193 Units ~ 905.90 08/08/2007 Dividend on 193 Units 780.56 09/07/2007 Dividend on 193 Unifs 824.40 10!0912007 Dividend on 193 Units 1,128.36 19/07/2007 Dividend on 193 Units 838.29 12/10/2007 Dividend on 193 Units 885.82 01/08/2008 Dividend on 193 Unifs 780.56 02/46/2008 Dividend an 193 Units 814.00 03/06/2008 Dividend on 193 Unifs 805.68 04/04/2008 Dividend on 193 Units 820.57 05/0612008 Dividend on 193 Units 801.73 06/05/2008 Dividend on '193 Unifs 784.95 07/07/2008 Dividend on 193 Units 775.31 08!0612008 Dividend on 193 Unifs 786.88 09105/2008 Dividend on 193 Units 782.99 14!0712008 Dividend on 193 Units 891.60 11106/2008 Dividend on 193 Units 775.06 1 210 412 0 0 8 Dividend on 193 Units 766.88 01/0712009 Dividend on 193 Units 782,83 02/06/2009 Dividend on 193 Units 809.69 43/0512009 Dividend on 193 Units 850.11 04/07/2009 Dividend on 193 Units 790.74 05/06/2009 Dividend on 193 Units 597.05 05/05/2009 Dividend on 193 Units 968.96 07108/2009 Dividend on 193 Units 822.53 08/05/2009 Dividend on 0 Units 717.10 pkerbloom-Clouser CRUT Page 18 Receipts of Income {Continued) Common Trust Fund -Fixed Income Common Trust Fund -Growth Equity 03/07/2006 Dividend an 102 Units $ 7.29 04!0712006 Dividend on 102 Units 3.71 05/08/2006 Dividend on 102 Units 4.72 06/09/2006 Dividend on 102 Units 17.31 07/11/2006 Dividend on 102 Units 3.68 08/08/2006 Dividend on 102 Units 7.52 09!08/2006 Dividend on 102 Un'sts 17.72 10106/2006 Dividend on 102 Units 5.66 11/07!2006 Dividend on 102 Units 4.65 12/07/2006 Dividend on 102 Units 24.75 01!09/2007 D[vidend on 102 Units 7.15 02/07!2007 Dividend on 102 Units 4.47 03!47/2007 Dividend on 102 Units 6.70 04!09/2007 Dividend on 102 Units 4.83 05/08!2007 Dividend on 102 Units 4.72 06!07!2007 Dividend on 102 Units 7.10 Common Trust Fund -Value Equity 06/0712001 blvidend on 103 Units $ 56.59 07109/2001 Dividend on 184 Units 66.83 08/07/2001 Div[dend on 265 Units 74.11 09/10/2D01 Dividend on 265 Units 115.34 10/05/2001 Dividend on 265 Units 93.79 11107/2001 D[vldend on 285 Units 73.95 12!10!2001 Dividend on 265 Units 88.42 01108!2002 Dividend on 265 Units 118.52 02/07/2002 Dividend on 265 Units 53.72 0310712002 Dividend on 265 Units 97.48 04!0512002 Dividend on 257 Units 87.72 05/07/20D2 Dividend an 257 Units 51.57 06/07/2002 Dlvldend an 257 Units 147.40 07/09/2002 Dividend on 257 Units 106.14 08/07/2002 Dividend on 257 Units 67.15 09/09/2002 Dividend on 257 Units 135.18 10107/2002 Dividend on 257 Units 110.13 11!07!2002 Dividend on 257 Units 56.40 Okerbloom-Clouser CftUT $ 84,134.84 131.98 Page 19 Receipts of Income (Continued) Common Trusi Fund -Value Equity 12/12/2002 Dividend on 257 Units $ 93.78 01!08/2003 Dividend on 257 Units 121.91 02/10/2003 Dividend on 257 Unfts 66.53 03/07/2003 Dividend on 257 Units 95.56 04/08/2003 Dividend on 257 Units 117.17 05/07/2003 Dividend on 257 Units 103.62 06/06/2003 Dividend on 257 Units 97.36 07/08/2003 Dividend on 257 Units 110.76 08!07/2003 Dividend on 257 Units 62.07 09I09I2fl03 Dividend on 257 Units 99.44 10/07/2003 Dividend on 257 Units 128.84 11/06/2003 Dividend on 257 Units 60.46 1 210 512 0 0 3 Dividend on 257 Uni#s 89.24 01!07/2004 Dividend on 257 Units 128.09 02/05/2004 Dividend on 257 Units 68.16 03104/2004 Dividend on 257 Units gg.22 04!0612004 Dividend on 257 Units 123.27 05107/2004 Dividend on 231 Units 67.94 06/07/2004 Dividend on 231 Units 106.38 07/08/2004 Dividend en 231 Units 105.05 08106!2004 Dividend on 231 Units 60.26 09108/2D04 Dividend on 231 Units 113.59 09/30/2004 Dividend on 231 Units 121.21 10/31/2004 Dividend an 231 Units 81.79 11/30!2004 Dividend on 231 Units 105.76 12/31/2004 Dividend on 231 Units 157.42 02/07/2005 Dividend on 231 Units 63.56 03/07/2005 Dividend on 231 Units 98.06 04107/2005 Dividend on 231 Units 136.94 05/0912005 Dividend on 231 Units 63.19 08!07!2005 Dividend on 231 Units 117.87 07/08!2005 Dividend on 231 Units 13D.33 fl8105/2005 Dividend on 208 Units 64.90 fl9/08/2005 Dividend an 208 Units 121.54 10107!2005 Dividend on 208 Units 109.09 11107!2005 Dividend nn 208 Units 87.72 12/07!2005 Dividend on 208 Units 104.30 4110912006 Dividend on 208 Units 121.03 D2/08l2006 Dividend an 208 Units 76.41 ~kerbloom-Clouser CRUT Page 20 Receipts of Income (Continued) Common Trust Fund -Value Equify 03/07!2008 Dividend an 383 Units $ 91.59 04/07/2006 Dividend on 183 Units 99.57 05108!2006 Dividend on 183 Units 65.89 0 610 912 0 0 6 Dividend on 183 Units 119.06 07/11/2006 Dividend on 183 Units 120.56 08/08/2006 Dividend on 183 Units 67.55 09/08/2006 Dividend on 183 Units 103.73 10106!2006 Dividend on 983 Units 107.72 11/07/2006 Dividend on 183 Units 67.77 12/07/2006 Dividend an 183 Units 89.59 01/09/2007 Dividend on 183 Units 153A1 02/0712007 Dividend on 183 Units 67.87 03!07/2007 Dividend on 171 Units 99.67 04!09/2007 Dividend on 171 Units 96.30 05!0812007 bividend on 971 Units 73.98 06/07/2007 Dividend on 171 Units 103.13 07/09/2007 bividend on 171 Units 121.40 08/0812007 Dividend on 171 Units 93.88 09/07/2007 Dividend on 171 Units 101.93 10/09/2007 Dividend an 171 Units 105.86 11/07/2007 Dividend on 171 Units 70.96 1 211 0/20 07 Dividend on 171 Units 91.72 01/0812008 Dividend on 171 Units 108.42 02/0612008 Dlvldend on 171 Units 78.23 03/06/2008 Dividend on 136 Units 80.01 04104/2008 Dividend an 136 Units 81,23 05!0812008 Dividend on 136 Units 66.40 06/0512008 Dividend on 136 Units 81.29 07/07/2008 Dividend on 136 Units 83.10 08106!2008 Dividend on 136 Units 90.91 09/05/2008 Dividend on 136 Units 72.50 14!07/2008 Dividend on 136 Units 106.68 1 011 612 0 0 8 Dividend on 136 Units 65.77 10/17!2008 Dividend on 136 Units 5.28 10120/2008 Dividend on 136 Units 3.34 10122/2008 Dividend on 136 Units 4.97 10/27/2008 Dividend on 136 Units 1.18 10/30/2008 Dividend on 136 Units 4.12 11/06/2008 Dividend on 136 Units 17.31 Okerbloom-Clouser CRUT Page 21 Receipts of Income (Continued} Common Trust Fund -Value Equity 11/12/2008 Dividend on 136 Units $ 31.70 11/18/2008 Dividend on 136 Units 22.47 11/19/2008 Divtdend on 136 Units 0.29 11/26/2008 Dividend an 136 Units 13.87 12/04/2008 Dividend on 136 Uniis 30.70 1 210 8/20 0 8 Dividend on 136 Units 12.89 12/0912008 pividend on 136 Units 2.A4 12!10/2008 Dividend on 136 Units 30.93 12/16/2008 pividend on 136 Units 18.74 12/17/2008 Dividend on 136 Units 6.15 12/30/2008 pividend an 136 Units 22.74 01/07/2009 pividend on 136 Units 21.47 01/1612009 Dividend on 136 Units 27.32 01/2112009 Dividend on 136 Units 5.18 01122!2009 Dividend on 136 Units 1.07 02/06/2009 Dividend on 136 Units 19.32 02/09/2009 Dividend on 136 Units 1.65 02/10/2009 Dividend on 136 Units 15.97 02/11/2009 Dividend on 136 Units 5.85 02!1812009 Dividend on 136 Units 27.45 fl2/20/2009 Dividend on 136 Units 4.50 02124/2009 Dividend on 136 Units 5.87 02/25/2009 pividend on 136 Units 1.49 02/26!2009 Dividend on 136 Units 2.60 02127!2009 Dividend on 136 Units 12.68 03/05/2009 Dividend on 136 Units 14.17 03/06/2009 Dividend on 136 Uniis 1.66 03/09/2009 Dividend on 136 Units 1.80 03/10/2009 Dividend on 136 Units 19.23 03/11/2009 Dividend on 136 Units 2,77 04!0712009 Dividend on 136 Units 61.17 0 5/0 612 0 0 9 Dividend on 136 Uniis 59.57 45108!2009 Dividend on 136 Units 16.58 05/28/2009 Dividend on 136 Units 51.50 06/05/2009 Dividend on 136 Units 18.30 06/10/2009 Dividend on 136 Units 25.70 06/11/2009 Dividend on 136 Units 0.05 06/2312009 Dividend on 136 Units 29.84 07/08/2009 Dividend on 136 Units 26.59 Otcerbloom-Clouser CRUT Page 22 Receipts of Income (Continued) Common Trust Fund -Value Equity 08/25/2009 Dividend on 136 Units $ Energy Select Secfor SPDR Fund 1 0101 /2 0 0 9 Dividend on 100 Shares $ 12/31/2009 Dividend on 100 Shares 04!0112010 Dividend on 100 Shares 06/30/2010 Dividend on 100 Shares 0 912 912 0 1 0 Dividend on 100 Shares 12/29/2010 Dividend on 100 Shares 03/30!2011 Dividend on 100 Shares 0 6129120 1 1 Dividend on 100 Shares 09/2812011 Dividend an 100 Shares 1 212 812 0 1 1 Dividend on 100 Shares 03/28/2012 Dividend on 0 Shares EuroPacific Growth Fund 1 212 9120 0 8 Dividend on 214.087 Shares $ 12/30/2009 Dividend on 225.081 Shares 12/29/2010 Dividend on 225.081 Shares GMO Foreign Fund III 07/15/2009 Dividend on 327.614 Shares $ GMO Foreign Fund IV 07/16/2008 Dividend vn 313.48 Shares $ 12!2312008 Dividend on 327.614 Shares 1 2/1 8120 0 9 Dividend on 320 Shares 07/1412010 Dividend on 320 Shares 12/17/2010 Dividend on 320 Shares GMO Quality Equity Fund tp 10/0612009 Dividend on 979.263 Shares $ GMO Quality Fund iV 12/16/2009 Dividend on 978.723 Shares $ 04/07/2010 Dividend on 978.723 Shares Okerbloam-Clouser CRUT 43.38 2x.63 30.45 20.33 25.16 24.92 29.29 25.49 26.46 26.x4 27.74 28.46 166.35 1ao.oo 128.30 76.89 3.32 110.31 79.78 40.70 36.58 76.19 80.16 92.39 9,190.15 289.37 434.65 76.89 270.69 76.19 Page 23 Receipts of Income (Continued) GMO Quality Fund (V 07/08/2010 Dividend on 978.723 Shares $ 101.98 10/07/2010 Dividend on 978,723 Shares 77.71 12/15/2010 Dividend on 978.723 Shares 85.34 0 410 6/2 0 1 1 Dividend on 978.723 Shares 108.93 12/15/2011 Dividend on 988.892 Shares 92.26 $ 638.77 iShares S&P MidCap 400 Index Fund 01/04/2010 Dividend on 150 Shares $ 50.48 0 4101 /2 0 1 0 Dividend on 150 Shares 29.61 06/29!2010 Dividend on 150 Shares 29.44 09/30/2010 Dividend an 150 Shares 37.40 12/30/2010 Dividend on 150 Shares 47.07 03/31/2011 Dividend on 150 Shares 33.46 06/29/2011 Dividend on 150 Shares 35.91 09/30/2011 Dividend on 150 Shares 43.84 12!2912011 Dividend an 150 Shares 54.10 361.31 S&P 500 Depositary Receipts 05/01/2007 Dividend an 35 Shares $ 19.29 08/01!2007 Dividend on 35 Shares 22.95 11/01/2007 Dividend on 35 Shares 25.16 02/0112008 Dividend on 35 Shares 27.14 05/01!2008 Dividend on 35 Shares 22.47 08/01/2008 Dividend on 35 Shares 23.42 11/03/2008 Dividend on 35 Shares 24,18 02102!2009 Dividend on 35 Shares 25.18 05/01!2009 Dividend on 35 Shares 19.65 08/03/2009 Dividend on 35 Shares 18.14 11/0212009 Dividend on 35 Shares 17.79 02/01/2010 Dividend on 35 Shares 20.66 05/03/2010 Dividend on 35 Shares 16.81 07/30/2010 Dividend on 35 Shares 18.59 1 0/2 912 0 1 0 Dividend on 35 Shares 21.07. 01!3112011 Dlvldend on 35 Shares 22.85 04/29/2011 Dividend on 35 Shares 19.37 07!29/2011 Dividend on 35 Shares 21.97 10131/2011 Dividend on 35 Shares 21.87 01/31/2012 Dividend an 55 Shares 26.95 Okerbloom-Clouser CRUT Page 24 Receipts of income (Continued) S&P 500 Depositary Receipts Templeton Inst Foreign Equity Fund 09106/2011 Dividend on 197.067 Shares 12/28/2011 Dividend on 197.366 Shares Touchytorte In#ermediate Fixed Income Fund 08!12/2009 Dividend an 22,984.027 Shares 09/11/2009 Dividend on 22,984.027 Shares 1 010 212 0 0 9 Dividend on 22,984.027 Shares 11/05/2009 Dividend on 22,984.027 Shares 12!0212009 Dividend on 22,984.027 Shares 01/0612010 Dividend on 22,984.027 Shares 02/02/2010 Dividend on 22,984.027 Shares 03/02/2010 Dividend on 22,984.027 Shares 04/01/2010 Dividend on 22,984.027 Shares 05!0412010 Dividend on 22,984.027 Shares 06/02/2010 Dividend on 22,984.027 Shares 07!02/2010 Dividend on 22,984.027 Shares 08/04/2010 Dividend on 22,984.027 Shares 09/0912010 Dividend on 22,984.027 Shares 10/0112010 Dividend on 22,984A27 Shares 11/0112010 Dividend on 22,984.027 Shares 12/01/2010 Dividend on 22,984.027 Shares 01104/2011 Dividend on 22,984.027 Shares 02!02/2011 Dividend on 22,984.027 Shares 03/01/2011 bividend on 22,984.027 Shares 04/01/2011 Dividend on 22,984.027 Shares 0 5/4 312 0 1 1 Dividend on 22,984.027 Shares 06/08/2011 Dividend on 22,984.027 Shares 07/05/2011 Dividend on 22,984.027 Shares 08!0112011 Dividend on 22,984.027 Shares 09/0212011 Dividend on 22,984.027 Shares 1 010 712 01 1 Dividend on 22,984.027 Shares 11/02/2011 Dividend on 22,984.027 Shares 12/02/2011 Dividend on 22,984.027 Shares 01/06/2012 Dividend on 23,186.062 Shares 02/15/2012 Dividend on 23,186.062 Shares ~kerbloom-Clouser CRUT 7.19 97.48 84.88 407.49 454.03 495.38 450.75 528.64 433.64 408.29 499.93 504.93 490.59 490.35 514.29 469.21 483.61 488.97 474.95 520.40 443.71 437, 57 561.89 544.63 593.16 564.11 561.84 502.73 547.82 503.8Q 509.75 511.29 495.69 435.51 104.67 Page 25 Receipts of income {continued) Touchstone Intermediate Fixed ]ncome Fund 03/05/2012 Dividend on 23,186.062 Shares $ 448.68 $ 15,427.00 Vanguard Short-Term lnv Grade Fund 06/03/2009 Dividend on 595.829 Shares 07/08/2009 Dividend on 595.829 Shares 08105/2009 Dividend on 595.829 Shares 09/04/2009 Dividend on 595.829 Shares 10!05/2009 Dividend on 595.829 Shares 11!0512009 Dividend on 595,829 Shares 12/04/2009 Dividend on 595.829 Shares 01/07/2010 Dividend on 595.829 Shares 02/04/2010 Dividend on 595.829 Shares 03/04/2010 Dividend on 595.829 Shares 0 410 612 0 1 0 Dividend on 595.829 Shares 05!0612010 Rividend on 595.829 Shares 06/07/2010 Dividend on 595.829 Shares 07107/2010 Dividend on 595.829 Shares 08/06/2010 Dividend on 595.829 Shares 09/09/2010 Dividend on 595.829 Shares 10/0112010 Dividend on 595.829 Shares 11/04/2010 Dividend on 595.829 Shares 12lp112010 Dividend on 595.829 Shares 0 1104/20 1 1 Dividend on 596.161 Shares 02!02/2011 Dividend on 596.161 Shares 03/03/2011 Dividend on 596.161 Shares 04/01 /2011 Dividend on 598.324 Shares 05/03/2011 Dividend on 598.324 Shares 06/01/2011 Dividend on 598.324 Shares 07/01/2011 Dividend on 598.324 Shares 08/01/2011 Dividend on 598.324 Shares 09102/2011 Dividend on 598.324 Shares 10/03/2011 Dividend on 598.324 Shares 11!0112011 Dividend on 598.324 Shares 12/02/2011 Dividend an 598.324 Shares 01/04/2012 Dividend on 598.324 Shares 02101!2012 Dividend on 598.324 Shares 03102!2012 Dividend on 598.324 Shares 9.85 21.11 21.33 20.40 19.12 20.28 19.15 19.55 19.71 17.62 19.36 18.87 19.30 18.58 18.97 18.61 18.03 18.27 17.07 17.21 17.25 15.11 16.23 15.78 15.82 14.99 15.34 15.11 14.36 14.52 14.07 14.52 14.55 13.80 Okerbloom-Clouser CRUT Page 26 Receipts of Income (Continued) Vanguard Short-Term Inv Grade Fund Total Dividend Interest Temporary Investment Fund 05/01 /2001 Interest $ 892.13 06101!2001 Interest 702,87 07/02/2001 Interest 408.18 08/01/2001 [nterest 181.46 09!0412001 Interest 52.16 10101 /2001 Interest 32.28 11 /01!2401 Interest 23,78 12/03/2001 Interest 21.38 01/02/2002 Interest 20.61 02/01!2002 interest 16.39 03101!2002 Interest 15.57 04/01/2002 (nterest 19.67 05/01/2002 Interest 10.62 06!0312002 f nterest 12.10 07/01/2002 (nterest 11.77 08!01!2002 Interest 1.31 09/03!2002 Interest 11.69 10!01 /2002 Interest 18.55 11/01/2002 Interest 14.38 1 210 2/20 0 2 !nterest 12,84 01/02/2003 Interest 12.63 02!03!2003 Interest 10.49 03/03/2003 interest g.75 04/01!2003 !nterest 11.27 05101!2003 Interest 9.16 06/02/2003 Interest 10.17 07!0212003 (nterest 10.18 08/01!2003 Interest 7.89 09102!2003 Interest 8.22 10/01/2003 (nterest 8.30 11/03/2003 Interest 7.64 12!01!2003 Interest 8.05 01102/2004 /nterest 9.12 02/0212004 Interest 7.82 Olcerbloom-Clouser CRUT 583.94 $ 109,057.40 Page 27 Receipts of income (Continued) Temporary Investment Fund 03/01/2004 lnteresi ~ 7.73 04/01/2004 Interest 8.75 05!03/2004 lnteresi 7.72 06101/2004 lnteresi 8.47 07/01 /2004 lnteresi 9.04 08!02/2004 lnteresi 10.11 09!01 /2004 Interest 12.32 10/01/2004 Interest 13.97 11/01/2004 lnteres# 13.76 12!0112004 Interest 15.87 01103!2005 Interest 20.06 02!01 /2005 Interest 19.13 03/01 /2005 lnteresi 19.92 04101/2005 Interest 24.71 05/02/2005 Interest 22.85 06!0112005 Interest 26.57 07/0112005 Inieres# 28.04 08/01!2005 Interest 29.44 09/01!2005 Interest 33.92 10/03/2005 Interest 35.80 11101!2005 Interest 35.34 12/01 /2005 Interest 35.40 01/03/2006 Interest 43.91 02/01!2006 Interest 40.65 03/01/2006 Interest 45.77 04!03/2006 Interest 56.15 05/01/2006 interest 51.46 06/0112006 Interest 57.66 07/03/2006 Enterest 59.28 08101/2006 Interest 58.26 09/01/2006 Interest 62.06 10!02/2006 Interest 62.33 11 /01/2006 Interest 59.22 12!0112006 Enterest 59.94 01 /02/2007 Interest 64.18 02/01/2007 lnteresi 59.03 03/01/2007 interest 62.07 04/02/2007 lnteresi 65.88 05/01/2007 lnteresi 58.15 Okerbloom-Clouser CRiJT Page 28 Receipts of Income (Continued) Temporary Investment Fund 06101/2007 ~ Interest $ 63.23 07102/2007 Interest 61.20 08!01 /2007 Interest 57.38 09/04/2007 Interest 61.23 10!01 /2007 Interest 57.75 11 /01 /2007 Interest 57.86 12103!2007 Interest 53.20 01 /02/2008 Interest 53.25 0210112008 Interest 50.29 03!03!2008 lnterest 60.13 04/01!2008 Interest 38.05 05101!2008 Interest 31.72 06/02/2008 Interesf 30.18 07/01/2008 Interesf 27.59 08/01 /2008 Interest 27.92 09/02/2008 Interest 27.61 10/01/2008 Interest 27.60 1 110 3120 0 8 Interest 31.68 12/01/2008 interest 27.46 01/0212009 Interest 21.33 02/02/2009 Interest 15.85 03!0212009 Interest 10.44 04/01/2009 Interest 7.28 05/0112009 Interest 6.73 06101 /2009 Interest 5.12 07!01!2009 Interest 2.80 08103/2009 Interest 3.03 09/01 /2009 lnterest 5.00 10/01/2009 lnterest 3.99 11/02/2009 lnterest 3.78 12101/2009 interest 1.82 01104/2010 lnterest 1.51 02/01/2010 Interest 1.17 03/01/2010 interest 0.99 04101/2010 Interest 1.14 0 510 3120 1 0 Interest 1.34 0 610 112 0 1 0 Interest 1.62 07101/2010 lnteres# 1.84 08102/2010 Interest 2.33 Okerbloom-Clouser CRtJT Page 29 Receipts of income (Continued} Temporary investment Fund 09!01/2010 Interest $ 2.67 10!01/2010 Interest 2.42 11/01I201D Interest 2.37 12/01/2010 Interest 1.92 01/03/2011 Interest 1,81 02102/2011 lnterest ~ 9.75 03/01!2011 interest 1.46 04/01/2011 lnterest 1.64 05/02/2011 Interest 1.17 06/0112011 Interest 1.03 07101!2011 Interest 0.89 08/0112011 Interest 0.68 09/01/2011 Interest 0.68 10/03/2011 Interest 0.80 11!01!2011 Interest 1.11 12/01/2011 lnterest 1.41 01/04/2012 Interest .. 1.20 02101 /2012 Interest 1.1 D 03101/2012 Interest 0.93 Total lnterest Total income Coll ected Transfers Between Income and Principal Cash 12!31/2001 Received via transfer from Principal $ 15.14 12!30/2002 Received via transfer from Principal 11,OOD.OD 02/22!2012 Received via transfer from Principal 212.91 GMO Quailty Fund !nv Dividend from 07/14111 and 10/13/11 Total Total Transfers Between Income and Principal Total Income Received Okerbioom-Clouser CRtJT $ 4,989.33 $ 4,989.33 $ 114,046.73 11,228.05 $ 11,228.05 $ 11,228.05 $ 125,279,01 Page 30 Disbursements of Income Date Pa[d Fees and Commissions The Bryn Mawr Trust Company 06/28/2001 Quarterly Fee 09/27/2001 Quarterly Fee 1212$12001 Quarterly Fee 03!27/2002 Quarterly Fee 06!27/2002 Quarterly Fes 07!30/2002 Monthly Fee 08!29/2002 Monthly Fes 09(2712002 Monfhiy Fee 10/30!2002 Monthly Fee 11/26/2002 Monthly Fee 12/30/2002 Monthly Fee 01/30/2003 Monthly Fee 02127!2003 Monthly Fee 03/28/2003 Monthly Fee 04129!2003 Monthly Fee 05/29/20D3 Monthly Fee 06/27/2003 Monthly Fee 07/30/2003 Monthly Fes 08!2812003 Monthly Fee 09/29!2003 Monthly Fee 10!30/2003 Monthly Fee 11!25(2003 Monthly Fee 12/30/2003 Monthly Fee D1/29/2004 Monthly Fee 02/26/2004 Monfhly Fee 03/30/2004 Monthly Fee 04/29/2004 Monthly Fee 05/2712004 Monthly Fee 06!29!2004 Monthly Fee Okerbloom-Clouser CRU.T Amount Paid 492.24 577.66 572.41 579.45 572.17 184.60 182.45 193.12 191.85 191.98 192.52 133.00 192.01 196.28 194.71 197.59 202.54 201.22 198.60 199.83 200.83 202.60 203.54 203.48 205.00 207.60 207.06 202.81 202.49 Page 31 Disbursements of Income (Continued) Date Paid Fees and CommissEons 07!29!2004 Monthly Fee 08/3012D04 Monthly Fee 09!29/2004 Monthly Fee 10/2$/2004 Monthly Fee 11!29/2004 Monthly Fee 12!30/2004 Monthly Fee 01/28!2005 Mon[hly Fee , 02/25/20D5 Monthly Fee 03/30/2005 Monthly Fee 04!28!2005 Monthly Fee 05/27/2005 Monthly Fee OG/29!2005 Monthly Fee 07!28!2005 Monthly Fee 08!30!2005 Monthly Fee 09!29/2005 Monthly Fee 10/28!2005 Monthly Fee 11!29/2005 Monthly Fee 12!2912005 Monthly Fee 01130!2008 Monthly Fee 02127l2D08 Monthly Fee 03!30/2008 Monthly Fee 04!27!2006 Monthly Fee 05/30/2008 Monthly Fee 06!29/2006 Monthly Fee 07128!2006 Monthly Fee 08/30/2006 Monthly Fee 09!28/2006 Monthly Fee 10!30!2008 Monthly Fee 11/29/200G Monthly Fee 12/28/2006 Monthty Fee Amount Paid 202.34 201.45 203.99 203.94 206.14 209.41 ' 210.09 209.55 209.84 207.24 20G.99 210.00 210.65 211.74 212.92 210.46 208.82 210.76 210.28 213.33 212.95 212.26 214.34 212.42 219.50 219.93 221.77 221.99 224.63 227.06 Okerbloom-Clouser CRUT Page 32 Disbursements of Income (Continued) Da#e Paid Fees and Commissions 01/30!2007 Monthly Fee 02/27/2007 Monthly Fes 03!2912007 Monthly Fee 04/30/2007 Monthly Fee 05/30/2007 Monthly Fee 06128/2007 Monihly Fee 07/30/2007 Ivtonthly Fee 08/30/2007 Monthly Fee 09!2712007 Monthly Fee 10/30/2007 Monthly Fee 11/29/2007 Monthly Fee 12128!2007 Monihly Fee 41/30/2008 Monthly Fee 02/28/2008 Monthly Fee 03128/2008 Monthly Fee 04129!2008 ManthEy Fee 05/2912008 Mon#hly Fee 06/27/2008 Monthly Fee 07/30/2008 Monthly Fee 08/28/2008 Monthly Fee 09/2912008 Monthly Fee 1 013 0/20 0 8 Monthly Fee 11!25/2008 Monfhiy Fee 12!3012008 Monthly Fee 01/29/2009 Monthly Fee 02/26/2009 Monthly Fee 03/30/2009 Monthly Fee 04/29/2009 Monthly Fee 05128/2009 Monthly Fee 06129/2009 Monihly Fee Okerbfoom-Clouser CRUT Amount Paid 224.94 225.84 227.05 226.35 229.28 230.50 229.58 228.89 231.46 232.46 234.36 234.20 234.48 234.37 234.73 234.54 234.99 234.57 231.18 230.78 231.37 225.11 216.67 218.50 223.05 219.16 216.17 218.96 220.73 222.66 Page 33 Disbursements of Income (Gontlnued) Date Paid Fees and Commissions 07/30/2009 Monthly Fee 08/28/2009 Monthly Fee 09129/2009 Monthly Fee 10/29/2009 Monthly Fee 11/25/2009 Monthly Fee 12/30/2009 Monthly Fee 01128/2010 Monthly Fee 02125!2010 Monthly Fee 03/30!2010 Monthly Fee 04129/2010 Monthly Fee 05127/2010 Monthly Fee 06!21/2010 Monthly Fee 07/20/2010 Monthly Fee 08/20!2010 Monthly Fee 09/20/2010 Monthly Fee 10120/2010 Monthly Fee 11!22/2010 Monthly Fee 12!2012010 Monthly Fee 01!20/2011 Monthly Fee 02!22/2011 Monthly Fee 03121!2011 Monthly Fee 04/20/2011 Monthly Fee 05!2012011 Monthly Fee 06/20/2011 Monthty Fee 07120/2011 Monthly Fee 08/2212011 Monthly Fee 0912012011 Monthly Fee 10/20/2011 Monthly Fee 11/21/2011 Monthly Fee 12!2012011 Monthly Fee Amount Paid 222,75 226.09 227.59 229.41 230.03 232.$1 231.10 231.67 232, 76 234.69 236.13 233.12 233.13 236.55 122.67 124.37 125.06 124.26 124.22 124.78 125.69 125.73 127A7 127.19 126.29 127.08 126.09 123,88 126.06 125.54 Okerbloom-Clouser CRUT Page 34 Disbursements of income {Continued) Date Paid Amount Paid Fees and Commissions 01/20/2092 Monthly Fee $ 125.74 02!21/2092 Monthly Fee 727.19 03/20/2072 Monthly Fee 727.96 Total The Bryn iVlawr Trust Company $ 26,360.06 . Total Fees and Commissions $ 26,360.06 Total Disbursements of income $ 26,360.06 Okerbloom-Clouser CRUF Page 35 Distributions of Income fo Beneficiaries Distribution Value Mary L. Clouser Fatuity Trust a/c 2482 06/29/2001 Cash $ 1,439.24 09128!2001 Cash 2,579.23 12!3112001 Cash 2,498.73 03!2812002 Cash 7,521.88 06/28/2002 Cash 8,473.27 09!3012002 Cash 2,466.64 12!30!2002 Cash 2,417.09 03!31/2003 Cash 2,368.61 0 6/3 012 0 0 3 Cash 2,404.61 09/30/2003 Cash 2,293.26 12!3112003 Cash 2,407.15 03131/2004 Cash 2,162.49 06130!2004 Cash 2,162.96 09/3012004 Cash 2,116.67 12131!2004 Cash 2,008.14 03/31/2005 Cash 2 065.20 06/30/2005 Cash 2,027.96 09/30/2005 Cash 2,012.32 12!3012005 Cash 2,007.63 03/31/2006 Cash 2,018.88 06130/2006 Cash 2,022.74 09/29/2006 Cash 2,050.5a 12129/2006 Cash 2,038.31 03/30/2007 Cash 2,100.13 0 6/2 912 0 0 7 Cash 2,108.10 Mary L. Clouser 09/04/2007 Cash $ 1,646.03 10/01/2007 Cash 752.62 11/01/2007 Cash 1,084,7$ 65,771.74 Okerbloom-Clouser CRUT Page 36 Distributions of Income #o Beneficiaries (Confinuad} Distr3butfon Value Mary (_. Clouser 12/0312007 Cash ~ 728.09 01102/2008 Cash 796.59 02/01/2008 Cash 731.93 02/29/2008 Cash 657.86 03/31/2008 Cash 712.09 04/30!2008 Cash 705.31 05/3012008 Cash 687.33 06/30/2008 Cash 661.85 47/31!2008 Cash 659.14 08!2912008 Cash 698.35 09/3012008 Cash 651,73 10/31/2008 Cash 885.41 11/26120fl8 Cash 700.89 12!31/2008 Cash 977,08 41/3fl/2009 Cash 636,15 02/27/2009 Cash 728,74 03/31/2009 Cash 684.01 04/30/2009 Cash 630.23 05/2912009 Cash 528,35 0 6/3 012 0 0 9 Cash 835.16 07/31/2009 Cash 727.17 08/31/2009 Cash 661.75 09/30/2009 Cash 205.30 1013012009 Cash 348.55 91/30/2009 Cash 307.20 1 213 1 /20 0 9 Cash 569.30 01/2912010 Cash 610.86 02f26/2010 Cash 243.51 03131/2010 Cash 194.14 04/30/2010 Cash 428.07 0lcerbloom-Clouser CRUT Page 37 Distributions of Income to Beneficiaries (Continued) Mary L. Clouser 05/28/2010 Cash 08!30!2010 Cash 07/30/2010 Cash 08/31/2010 Cash 09130/2010 Cash 10!29/2010 Cash 11!3012010 Cash 1 213 1120 1 0 Cash 01/3112011 Cash 02128/2011 Cash 03/31!2011 Cash 04/29!2091 Gash 05/31!2011 Cash 06/30/2011 Cash 07/29/2011 Cash 08/31/2011 Cash 09/3012011 Cash 10/31/2011 Cash 11/30/2011 Cash 12/30/2011 Cash 01131/2012 Cash 02129/2012 Cash Total Distributions of Income to Beneficiaries Total Distributions of Income Distribu#ion Value 305.82 332.98 438.91 299.04 392.74 494.84 405.62 938.96 415.20 360.78 353.94 596.32 453.88 545.19 453.70 472.75 426.06 482.94 415.34 1,096.46 401.27 624.01 $ 32,783.30 98,555.04 $ 98,555.04 Okarbiaom-Clouser CRUT Page 38 Income Balance On Nand Falr Market Value Inventory Value 03/31/2012 Cash and Cash Equivalents Temporary lnvesirnent Fund Total Cash and Cash Equivalents Total Balance on Hand $ 363.91 $ 363.91 $ 363.91 $ 363.91 $ 363.91 $ 363.91 Okerbloom-Clouser CRUT Page 39 The Bryn Mawr Trust Company, Successor Trustee VERIFICATION THE BRYN MAWR TRUST COMPANY, the Successor Trustee of the Okerbloom- Clouser Trust under trust agreement dated June 9, 1999, hereby declares under oath that it has fully and faithfully discharged the duties of its 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 and the Trust have been paid in full; that, to its 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. THE BRYN MAWR TRUST COMPANY BY: Geo~e~V/l/'~eorge, Vice President Dated: ~~ /7i ~ v~ !,./ 1 r~ _ E_i_,, __ {''~I _ ~-- --~ , ~ ~ _ ~ ~. ._ ice! __,~_ !~ D ~ CI'~ :.~~ _ ._... U This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached. PETITION FOR ADJUDICATION / STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.C. Rule 6.9 TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF or TRUST UNDER DEED OF MARYLOUISE CLOUSER DATED JUNE 9, 1999 ) THE OKERBLOOM-CLOUSER CRUT No. INCL UDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: VANCE E. ANTONACCI Supreme Court I.D. No.: 83725 Name of Law Firm: MCNEES WALLACE & NURICK LLC Address: 570 LAUSCH LANE, SUITE 200, LANCASTER, PA 17601 Telephone: 717.581.3701 Fax: 717.260.1772 Form OC-01 rev 10.13.06 Page 1 of 10 Name of Trust: THE OKERBLOOM-CLOUSER CRUT 1. Name(s) and address(es) of Petitioner(s): Petitioner: Name: The Bryn Mawr Trust Company Aaaress: 1 W. Chocolate Ave., Suite 200 Petitioner: Hershey, PA 17033 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee ........................................... B. Interpretation ................................................... 0 C. Discharge of Trustee ............................................. Q D. Transfer of Situs ................................................. E. Appointment of Ad Litem .......................................... F. Minor, Unborn or Unascertained Beneficiary(ies) ...................... Q G. Principal Distribution ............................................. H. Partial/Full Termination of Trust .................................... ©/ I. Missing Beneficiary(ies) .......................................... J. Cy Pres ........................................................ 0 K. WilliamsonIssue* ............................................... 0 L. Other Issues .................................................... List: Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settlor/decedent's estate and received commissions in such capacity. Form OG02 rev ~o.i3.oe ~ Page 2 of 10 Name of Trust: THE OKERBLOOM-CLOUSER CRUT 3. Testamentary Trust: Decedent's date of death Date of Decedent's Will: Date(s) of Codicil(s):- Date of probate: or Inter Vivos Trust: Date of Trust: June 9, 1999; See true and correct copy attached as Exhibit A Date(s) of Amendments 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. No prior accountings filed. 5. A. State how each Trustee was appointed: See attached B. If a Petitioner is not a Trustee, explain: N/A Farm OC-02 rev 10.13.06 Page 3 of 10 THE OKERBLOOM-CLOUSER CRUT Attachment to Question 5(A) State how each Trustee was appointed: The trust agreement appointed Community Trust Company as Trustee. Per the trust terms, Mary L. Clouser removed Community Trust Company and appointed Hershey Trust Company as successor trustee. The Bryn Mawr Trust Company acquired the assets of the Hershey Trust Company and therefore is the successor in interest to the Hershey Trust Company. See copies of removal/appointment documents in Exhibit B. Name of Trust: THE OKERBLOOM-CLOUSER CRUT 7 State how and when the present fund was awarded to Trustee(s): Trustee received trust assets from the prior trustee, Community Trust Company, on April 4, 2001 Period covered by accounting: Apri14, 2001 to March 31, 2012 Current fair market value of the Trust principal is $ 305,808.13 (See page 9 of Account.) State concisely the diapositive provisions of the Trust: See Attached 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): Mary Clouser, the lifetime recipient of the trust, died on March 10, 2012. Per the terms of the trust agreement, the trust is now distributable to the charitable beneficiaries. Form OG02 r~ io.is.o6 Page 4 of 10 THE OKERBLOOM-CLOUSER CRUT Attachment to Question 9 9. State concisely the dispositive provisions of the Trust: TRUST AGREEMENT DATED JUNE 9, 1999 Per Article III of the Trust Agreement (the "Agreement"), the Trust is for the lifetime benefit of Mary Louise Clouser, who during her lifetime, was entitled to a unitrust amount, payable in monthly installments on the first business day of each month, equal to the lesser of: (a) the Trust income for the taxable year, as defined in Section 643(b) of the Code and the regulations thereunder; and (b) five percent (5%) of the net fair market value of the Trust Estate as of the first day of each taxable year of the Trust (the "Valuation Date"). The unitrust amount for any year shall also include any amount of trust income for such year that is in excess of the percentage amount required to be distributed under clause (b) to the extent that the aggregate of the amounts paid in prior years was less than the aggregate of the amounts computed at five percent (5%) of the net fair market value of the Trust Estate on the Valuation Dates. Any income of the Trust for a taxable year in excess of the unitrust amount shall be added to the trust principal. The Trustee shall prorate the unitrust amount on a daily basis for a short taxable year or short monthly period. Article IV of the Agreement indicates that the lifetime unitrust interest of the second Recipient will take effect upon the death of first Recipient, only if the second Recipient furnishes the funds for payment of any federal estate taxes or state death taxes for which the Trustee may be liable upon the death of the first Recipient. Please note that no second Recipient is identified in the Agreement, therefore Article IV has no relevance in regards to the trust distribution. Article VI(A) of the Agreement sets forth the trust distributions upon the death of Mary Louise Clouser ("Mary"). At Mary's death, the Trustee shall hold in further trust and in perpetuity (or until earlier termination of the trust as set forth in Article VI(E)) all the remaining trust assets (excluding any final amounts due Mary or her estate) for the benefit of the charitable beneficiaries named by Mary on the permanent allocation ("Permanent") and the temporary allocation ("Revocable") detailed on a notice delivered to the Trustee to be known as Schedule B to the Agreement. Any beneficiaries designated on the Permanent allocation shall be irrevocable and may not be amended at any time or times by Mary. Any beneficiaries designated on the Revocable allocation may be amended or revised by Mary by delivering a new Revocable allocation to the Trustee in the form indicated in Article VI (B) or by delivering a Permanent allocation in the manner prescribed. Please note that no Schedule C, the form for amending/revising the Revocable allocation, as referenced in Article VI (B), was attached to the Agreement. All charitable beneficiaries must satisfy the requirements of Sections 170(c), 2055(a) and 2522(a) of the Internal Revenue Code (the "Code") at the time when the trust is distributable to the beneficiary. Article VI(C) of the Agreement provides that at Mary's death the trust is distributable in the percentages indicated to the twenty (20) default charitable beneficiaries set forth in Article VI (C) provided that the organization is qualified under the Code if the following conditions are met: (1) Mary has not made any Permanent allocations on a Schedule B; (2) Mary has not made any Revocable allocations; or (3) even if Mary has made the allocations none of the charitable organizations designated by Mary are qualified as charitable organizations. Please note that three of the named "charities" are not actually charities but charitable causes. Also, please note that while the Agreement indicates the distributions are per the percentages indicated, no percentages are listed in Article VIlC) of the Agreement. Article VI(D) of the Agreement provides that if Mary has not made a direction as to the allocation of the entire trust, then the portion of the trust that is not allocated shall be distributed in accordance with Article VI(C). Article VI(E) of the Agreement provides that upon Mary's death, if Mary has provided an allocation to all Recipient Charities (a term that is not defined in the trust agreement), then the Trustee shall continue to hold the funds in further trust and shall distribute the net income of the Trust at least annually according to the direction of the Committee established in Article VI(F) of the Agreement. The Committee shall consist of Mary's children, Charles A. Clouser and Mary Danner Clouser Pomeroy or the survivor of them. SCHEDULE B -Designation of Recipient Charities On a Schedule B dated June 28. 2003 ("2003 Schedule B"), Mary made the following Permanent allocations: Pledge of $125,000 (less lifetime gifts) to St. Peter's Lutheran Church, Spring and Union Streets, Middletown, PA for a Prayer Garden as a memorial to the Clouser Family. Mary expects to make contributions during her lifetime toward the pledge of $125,000. At Mary's death, if the pledge is not completed, then the Trustee shall pay the balance due to complete the pledge of $125,000. Pledge of $50,000 (less lifetime gifts) to Thetford Congregational Church, Thetford, Vermont for an elevator. Mary expects to make contributions during her lifetime toward the pledge of $50,000. At Mary's death, if the cost of the elevator has a balance due, then the Trustee shall pay the balance due to complete the pledge of $50,000 or the balance due on the cost of the elevator, whichever is the lesser amount. No Revocable allocations were made on the 2003 Schedule B. See copy of 2003 Schedule B attached as Exhibit C. On a Schedule B dated February 1, 2004 ("2004 Schedule B"), Mary made the following Permanent allocation (in addition to those made on the 2003 Schedule B): Pledge of $50,000 (less lifetime gifts) to the K. Danner Clouser Memorial Scholarship Fund at Hershey Medical Center, Humanities Department, Hershey, Pennsylvania. Mary expects to make contributions during her lifetime toward the pledge of $50,000. At Mary's death, if the pledge is not completed, then the Trustee shall pay the balance due to complete the pledge of $50,000. No Revocable allocations were made on the 2004 Schedule B. See copy of 2004 Schedule B attached as Exhibit D. The Trustee received a handwritten list from Mary "Mel" Clouser (Mel was the nickname for Mary) in July 2008 making Revocable allocations to various charitable beneficiaries. See copy of hand-written list attached as Exhibit E. The Trustee sent a letter on July 23, 2008 for clarification on the distribution list and received no further clarification or documentation. A copy of Trustee's letter is attached as Exhibit F. Name of Trust: THE OKERBLOOM-CLOUSER CRUT 11. State why a Petition for Guardian/Trustee Ad Litem has or has not been filed for this Audit (see Pa. O.C. Rule 12.4): N/A 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 The trust has not paid any inheritance tax B. If any such taxes remain unpaid or are in dispute, explain: The Trust will not be subject to inheritance tax. 13. Describe any questions requiring Adjudication and state the position of Petitioner(s) and give details of any issues identified in item 2: See attached questions requiring Adjudication by the Court Forna OC-02 rev 10.13.06 Page 5 of 10 THE OKERBLOOM-CLOUSER CRUT Attachment to Question 13 13. Describe any questions requiring Adjudication and state the position of Petitioner and give details of any issues identified in Item 2: Question #1 -Validity of the 2004 Schedule B The Trust Agreement provides in Article VI(A) states "Any portion of the Trust Estate designated as a Permanent Allocation shall be irrevocable and may not be amended at any time or times by Donor. " Background: The Donor executed a 2003 Schedule B, designating Permanent allocations to St. Peter's Lutheran Church, Middletown, Pennsylvania and Thetford Congregational Church, Thetford, Vermont. The Donor then executed a 2004 Schedule B, designating the same two (2) charitable Permanent allocations as the 2003 Schedule B, but adding an additional Permanent allocation to the K. Danner Clouser Memorial Scholarship Fund at Hershey Medical Center, Humanities Department, Hershey, Pennsylvania. Question for Adjudication: Is the 2004 Schedule 8 valid as that the Agreement states that any Permanent Allocations are irrevocable and may not be amended at any time by the Donor? Position of Petitioner. Petitioner believes that the 2004 Schedule 8 should be honored. Article VI(A) provides that any portion of the Trust Estate designated as a Permanent Allocation shall be irrevocable and may not be amended at any time or times by Donor. Petitioner believes that the 2004 Schedule 8 supplemented the 2003 Schedule 8 but did not amend or revoke it. The 2004 Schedule 8 merely added a charitable beneficiary. Furthermore, Petitioner believes that the Donor intended the Trust Estate to satisfy her lifetime charitable pledges. Question #2 -Validity of the handwritten list of revocable allocations submitted to the Trustee in July 2008 by Marv "Mel" Clouser Background: A handwritten list stating "Mom would like to amend the revocable allocations to the following..." was provided to the Trustee in July 2008. Per Article VI(B) of the trust agreement, the Donor may amend any revocable allocations by delivering a written notice to the Trustee in the form known as Schedule C. While no form for Schedule C was provided with the trust agreement, the handwritten list was not signed by the Donor. Question for Adjudication: Does the handwritten meet the requirements set forth in the agreement for amending or revising the Revocable allocations? Position of Petitioner: The Petitioner believes that the handwritten list does not conform with the requirements for amending the Donor's Revocable allocations set forth in the trust agreement as that it is not in the prescribed form and it was not signed by the Donor. Therefore, the handwritten list should be disregarded. Question #3 - Is the trust remainder, after payment of the Permanent allocations, distributable to the twenty default charitable beneficiaries (17 named charities and 3 charitable causes) listed in Article VI(C), and if so in what percentages? The trust agreement is unclear as to the ultimate distribution of the trust among the various charitable beneficiaries. Petitioner believes that the Donor wanted to satisfy the outstanding lifetime pledges she made to St. Peter's Lutheran Church, Thetford Congregational Church, and the K. Danner Clouser Memorial Scholarship Fund. The value of the trust will be approximately $70,000 after payment of these pledges. Article VI(C) provides that the trust is distributable to the default charitable organizations listed in Article VI(C) if at Donor's death she has not made any permanent allocations and has not made any revocable allocations. As that the Donor did in fact make Permanent allocations, this section does not apply. Article VI(D) provides that if Mary has not made a direction as to the allocation of the entire trust, the portion of the trust not allocated shall be distributed in accordance with Article VI(C). Article VI(E), when read in conjunction with Article VI(A), appears to direct the Trustee to continue the trust in the form of a private foundation and to distribute the trust's net income to the charities identified in Article VI(C) subject to the oversight of a distribution committee established under Article VI(F). Position of Petitioner: The Petitioner believes that the remainder of the trust should be distributed to the seventeen named charitable organizations identified in Article VI(C). Petitioner believes that continuing to administer the trust in perpetuity is not economically feasible. Article VI(C) identifies seventeen actual charities and three charitable causes. Petitioner believes the seventeen named charities should each receive an equal share of the remainder with the Humane Society of the United States receiving two shares since "animal welfare" is a class of beneficiary. Alternatively, if the Court can identify three charities whose purpose is animal welfare, hospice services, and programs that help children, then Petitioner would not oppose a distribution of 1/20x`' to each charity. Question #4 -The trust agreement references in Article VI(E) that upon Mary's death, if Mary has provided an allocation to all Recipient Charities, that the Trustee hold the portion of the trust estate allocable to the Recipient Charities, in further trust, and in perpetuity. Article VI(E) provides that the trustee shall distribute the net income of the trust at least annually according to the direction of a Committee established in Article VI(F). Is the Trustee to continue to hold the trust funds allocated to the Recipient Charities in further trust, and make distributions at the direction of the Committee established in Article VI(F)? Charities". As noted above in Questions #1, #2, and #3, the trustee requires the Court's guidance to determine the charitable organizations to receive distributions from the trust, and once that is determined, to decide each charitable organization's share of the trust. Position of Petitioner.' Considering the size of the trust to be distributed to the charitable organizations (approximately $306, 000 less fees related to filing this Petition and First and Final Accounting and determining the distribution of the CRUT), it would not be economically feasible for the trustee to continue to hold the funds designated for the various charitable organizations in further trust. The Petitioner believes that all charitable organizations should receive their distributions from the trust outright. Petitioner's position is explained more fully above. Name of Trust: THE OKERBLOOM-CLOUSER CRUT 14. Written notice of the Audit as required by Pa. O.C. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in item 15 below. In addition, notice of any questions requiring Adjudication as discussed in item 13 above has been or will be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s) or counsel certifying that such Notice has been given. C. If any such party in interest is not 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. D. If any charitable interest is involved, Notice of the Audit has been or will also be given to the Attorney General as required under Pa. O.C. Rule 5.5. In addition, the Attorney General's clearance certificate (or proof of service of Notice and a copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner(s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: Form OC-02 rev 10.!3.06 Page 6 of 10 A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s); MARY LOUISE CLOUSER CRUT Attachment to Question 15 PARTIES IN INTEREST Name and Address of Each Party in Relationship and Interest Comments, if any lnferest Mark A. Pacella As parens patriae Chief Deputy Attorney General for charitable Office of Attorney General organizations Charitable Trusts & Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 Estate of Mary L. Clouser Estate of Donor Remaining unitrust c/o Markell J. Ripps, Esq. amount due Mary L. Law Offices of Daniel F. Grossman Clouser PO Box 390 12 Crossing Lane Norwich, VT 05055 St. Peter's Evangelical Lutheran Church Charity (1) Permanent Allocation Spring and Union Streets made on Schedule B Middletown, PA 17057 dated 6/28/2003; (2) Listed on handwritten list provided trustee in July 2008; (3) One of 17 charities designated in Article VI(C) - St. Peter's Lutheran Church, Middletown, PA; (4) One of 17 charities designated in Article VI(C) -Saint Peter's Kierch maintenance fund First Congregational Church of Thetford Charity (1)Permanent Allocation PO Box 69 made on Schedule B Thetford, VT 05074 dated 6/28/2003; (2) Listed on handwritten list provided trustee in Jul 2008; (3) One of 17 charities designated in Article VI(C) K. Danner Clouser Charity Permanent Allocation Memorial Scholarship Fund made on Schedule B Humanities Department dated 2/1/2004; Also c/o Office of University Development listed on handwritten list Penn State Medical Center provided trustee in July 600 Centerview Drive 2008 PO Box 852 Hershey, PA 17033-0852 Evangelical Lutheran Church of America Charity One of 17 charities PO Box 71764 designated in Article Chicago, IL 60694-1764 VI(C) for the purpose of worldwide ministry K. Danner Clouser Endowed Student Charity One of 17 charities Research Fund in Medical Humanities designated in Article Penn State University College of Medicine VI(C) Office of University Development 600 Centerview Drive PO Box 852 Hershey, PA 17033-0852 Hastings Center Charity One of 17 charities 21 Malcolm Gordon Road designated in Article Garrison, NY 10524 VI(C) for the purpose of ATTN: Development Department research and education in the ethics of science and medicine Gettysburg College Charity One of 17 charities Office of Annual Giving designated in 300 N. Washington St. ArticleVl(C) Box 423 Gettysburg, PA 17325 Lutheran Theological Seminary of Charity One of 17 charities Gettysburg designated in Article 61 Seminary Ridge VI(C) Gettysburg, PA 17325 Open Fields School Charity One of 17 charities PO Box 53 designated in Article Thetford Hill, VT 05074 VI(C) Middletown Area Alumni Association Charity One of 17 charities (on behalf of the Middletown Area High designated in Article School Class of 1948) VI(C) PO Box 456 Middletown, PA 17057 Office of Development Charity One of 17 charities Institute of Medicine designated in Article 500 Fifth Street, NW, A&P 359 VI(C) Washington DC 20001 Middletown Public Library Charity One of 17 charities 20 North Catherine Street designated in Article Middletown, PA 17057 VI(C) Thetford Library Federation Charity (1)One of 17 charities 16 Library Lane designated in Article PO Box 240 VI(C) -Thetford Thetford, VT 05074 Federated Library (2)One of 17 charities designed in Article VI(C) - Latham Library at Thetford Hill The Salvation Army Charity One of 17 charities c/o John Jones designated in Article The Salvation Army NHQ VI(C) 615 Slaters Lane Alexandria, VA 22314 Bethesda Mission Charity One of 17 charities 2101 N. Front Street designated in Article Building 1, Suite 301 VI(C) Harrisburg, PA 17110 Humane Society of the United States Charity One of 17 charities Department of Philanthropy designated in Article 2011 L. Street NW VI(C) Washington DC 20037 Also, per the Petitioner's proposed distributions, charity to receive share for "animal welfare" cause (unless Court disagrees with our proposed course of action . Charles A. Clouser Son of Donor Per Article VI(F) of trust PO Box 308 agreement, Mr. Clouser Topanga, CA 90290 is to be on the Committee to determine the use the trust funds to be held in perpetual trust. Mary D. Pomeroy Daughter of Donor Per Article VI(F) of trust PO Box 128 agreement, Ms. Pomeroy Thetford, VT 05074-0128 is to be on the Committee to determine the use the trust funds to beheld in perpetual trust. Greater Middletown Economic Charity Listed on handwritten list Development Corporation provided trustee in July (referenced PEO, Middletown, PA) 2008 29 S. Union Street Middletown, PA 17057 Thetford Academy Charity Listed on handwritten list ATTN: Development Office provided trustee in July PO Box 190 2008 Thetford, VT 05074 Middletown Area High School Charity Listed on handwritten list 55 West Water Street provided trustee in July Middletown, PA 17057 2008 To be determined by Court Charitable Cause One of 3 charitable causes designated in Charitable Cause of hospice services Article VI(C) throughout the country To be determined by Court Charitable Cause One of 3 charitable causes designated in Charitable Cause of programs committed Article VI(C) to helping children physically, emotionally and educationally to succeed in life Name of Trust: THE OKERBLOOM-CLOUSER CRUT 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; and N/A C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. See attached information 16. If Petitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. copy of fee agreement attached as Exhibit G Form OC-02 rev 10.13.06 Page 7 of 10 THE OKERBLOOM-CLOUSER CRUT Attachment to Question 15(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: The Donor, Mary L. Clouser, died on March 10, 2012. The Estate has filed documents with the 2nd Circuit Probate Division, Grafton County, New Hampshire, to have Mary Pomeroy appointed as personal representative for the Estate. The Court has assigned the Estate docket number 315-2012-ET-00155. At this time however, the Estate is waiting for the Court to issue an Order to obtain a bond for the personal representative. Once the bond is obtained, the Court will open the Estate and appoint Mary Pomeroy as personal representative. Name of Trust: THE OKERBLOOM-CLOUSER CRUT B. If a principal commission is claimed, state amount. The principal trustee fees paid are $2,228.73 (see page 7 of account) and the income trustee fees paid are $26,360.06 (see page 31 to 35 of account) C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Date Paid 18. If a reserve is requested, state amount and purpose. Amount: 10,308.50 Purpose: The reserve is for the account filing fees to the Cumberland County Register of Wills and for the legal fees incurred to assist Trustee with filing account and Petition with Court and distributing the trust to the beneficiaries. See proposed schedule of distribution for more specific details of these charges. If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ........................................ ~ Yes ~No If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution? .......................... ~ Yes /®No Form OC-02 rev 10.13.06 Page 8 of 10 Name of Trust: THE OKERBLOOM-CLOUSER CRUT Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distribulee(s) Amount/Proportion See attached proposed distribution B. Principal: Proposed Dis[ribulee(s) Amaun!/Proportion see attached proposed distribution Submitted By: (All petitioners must sign. Add additional lines if necessary): of Petitioner: The Bryn Mawr Trust Company Name of Petitioner: Form OC-02 rev 10.13.06 Page 9 of 10 THE ON:ERBLOOM-CLOUSER TRUST PROPOSED SCHEDULE OF DISTRIBUTION Combined Balance on Hand per Accounting Less: Estate of Mary L. Clouser Final Unitrust Amount due Donor 421.03 Balance Prior to Final Expenses Less: Reserve for final expenses Cumberland County Register of Wills Filing Fee for Petition and Accounting 308.50 McNees Wallace & Nurick LLC Estimated legal fees and costs related to preparation and filing of Petition for Adjudication and First and Final Accounting 10,000.00 Balance to distribute to charitable beneficiaries *(counsel has provided for a significant reserve not knowing the amount of work that will be involved in resolving the ambiguities of the trust; any unused part of the fee reserve will bps distributed as part of the trust remainder) 306,172.04 305,751.01 295.442.51 Page 9(a) THE O14ERBLOOM-CLOUSER TRUST PROPOSED SCHEDULE OF DISTRIBUTION *'`These~ are the proposed distributions based on the Petitioner's position as to the questions for adjudication presented in the Petition Funds available for distribution Permanent Allocations made on Schedule B TO: St. Peter's Lutheran Church Bequest made on Schedule B dated 6/28/2003. Donor did not make any lifetime gifts towards the pledge therefore the balance due the Church is $125,000 for a prayer garden as a memorial to the Clouser Family TO: First Congregational Church of Thetford (referred to as Thetford Congreational Church) Bequest made on Schedule B dated 6/28/2003. Donor did not make any lifetime gifts towards the pledge therefore the balance due the Church is $50,000 for an elevator. TO: K. Danner Clouser Memorial Scholarship Fund Bequest made on Schedule B dated 2/1/2004. Donor did not make any lifetime gifts toward the pledge therefore the balance due the Fund is $50,000 125,000.00 50,000.00 50, 000.00 295,442.51 Funds available after payment of Permanent Allocations 70,442.51 Page 9(b) 17 charities listed in Article VI plus charitable cause of "animal welfare" (each charity will receive a 1/18th share of the trust remainder) St. Peter's Lutheran Church to the Church to the Kierch maintenance fund The Evangelical Lutheran Church of America First Congregational Church of Thetford K. Danner Clouser Endowed Student Research Fund in Medical Humanities The Hastings Center Gettysburg College The Lutheran Theological Seminary at Gettysburg The Open Fields School at Thetford Hill, Vermont Middletown Area Alumni Assocation (on behalf of Middletown Area High School Class of 1948) The Institute of Medicine of the National Academy of Science Middletown Public Library Thetford Library Federation to Thetford Federated Library to Latham Library at Thetford Hill Salvation Army Bethesda Mission 3,913.47 3.913.47 7,826.94 3, 913.48 3, 913.48 3,913.48 3,913.48 3,913.48 3,913.47 3,913.47 3,913.47 3, 913.47 3, 913.47 3, 913.47 3, 913.47 7, 826.94 3, 913.47 The Humane Society of the United States to Humane Society of the United States 3,913.47 for charitable cause of "animal welfare" 3,913.47 Total Distributions to 17 named charities plus "animal welfare" cause 3, 913.47 7, 826.94 70,442.51 Page 9(c) Name of Trust: THE OKERBLOOM-CLOUSER CRUT Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies * [that heishe he is r,rie Vice President of the above-named name ojcorporation The Bryn Mawr Trust Company and] that the facts set forth in the foregoing Petition for Adjudication /Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904 (relating to unsworn falsification to authorities). i. ' ture of etitione * Corporate petitioners must complete bracketed information. Certification 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. 1,~~ Signature of Counsel for Petitioner Form OC-02 rev 10.!3.06 Page 10 of 10 EXHIBIT A OKERBLOOM-CLOUSER TRUST AGREEMENT DATED JUNE 9, 1999 :5~, THE OKERBLOOM - CLOUSER CHARITABLE REMAINDER UNITRUST THIS 'ERUST AGREEMENT is executed in triplicate on this 9`f' day of June, 1999, by and between MARY LOUISE CLOUSER, now of 1020 Narth Union Street, Apartment 509, Middletown, Dauphin County, Pennsylvania 17057 (herein referred to as "Donor"} and COMMUNITY TRUST COMPANY, a Pennsylvania Trust Company, with its registered office at 1013 Mumma Road, Suite 202, Lemoyne, Cumberland County, Pennsylvania 17043 (herein referred to as "Trustee"), WITNESSETH: WHEREAS, Donor desires to establish a charitable remainder unitrust within the meaning of Section 5 of the Internal Revenue Service, Revenue Procedure 90-31, 3 990-25 I.R.B. 14, and Section 664(d)(2} of the Internal Revenue Code of 1986, as now in effect ar as may hereafter be amended (the "Code"). NOW THEREFORE, for and in consideration of their mutual covenants and pronuses, Donor and Trustee agree as follows: ARTICLE I TRUST ESTATE Donor, desiring to establish an irrevocable trust, does hereby absolutely and irrevocably transfer, assign and deliver to the Trustee and the Trustee's successors and assigns all of Donor's rights, titles and interests in and to the assets listed on Schedule "A", •attached hereto and made a part hereof (herein referred to as the "Trust Estate"). As further evidence of such assignment, Donor has executed or will execute or cause to be executed such other instruments as may be required for the purposes of completing the assignment or transfer of title to the Trust Estate to the Trustee. Trustee accepts the transfer and assignment to the Trustee, and undertakes to hold, manage, invest and reinvest the assets of this Trust, and to distribute the income and principal of this Trust, IN TRUST NEVERTHELESS, in accordance with the provisions of this Agreement. Donor, with the consent of the Trustee, shall have the right at any time to make additions to the principal of this Trust or any share thereof hereby established. All the additions shall be held, governed, and distributed by the Trustee, IN TRUST NEVERTHELESS, in accordance with the terms and conditions of this Agreement. a 'l,i+%' ,~ ~ • , ARTICLE II IRREVOCABILITY AND LIMITED POWER OF AMENDMENT Donor has been advised of the consequences of an irrevocable trust and hereby declares that this Trust shall be irrevocable and shall not be altered, amended, revoked, or terminated by Donor or any other person or persons, except as provided below, The Trustee shall have the power, acting alone, to amend the Trust in any manner required for the sole purpose of ensuring that the Trust qualifies and continues to qualify as a charitable remainder unitrust within the meaning of Section 664{d)(2) and (3} of the Code. ARTICLE III PAYMENT OF UNITRUST AMOUNT {A) Calculations and Recipients of Unitrust Amount. In each taxable year ofthe Trust, the Trustee shall pay to Donor, MARY LOUISE CLOUSER, during her lifetime, (Donor herein referred to as the "Recipient")> a unitrust amount equal to the Lesser of (a }the Trust income for. the taxable year, as defined in Section 643(b) ofthe Code and the regulations thereunder; and, (b).frve percent (S%} of the net fair market value of the Trust Estate as ofthe first day of each taxable year of the Trust (said day herein referred to as the "Valuation Date"). The unitrust amount for any year., shall also include any amount ofTrust income for such year that is in excess ofthe percentage amount required to be distributed under clause (b) of the previous sentence to the extent that the aggregate of the amounts paid in prior years was Iess than the aggregate of the amounts computed at five percent (S°/a) of the net fair market value of the Trust Estate on the Valuation Dates- Any income of the Trust foi• a taxable year in excess of the unitrust amount shall be added to the Trust principal. . {$) Monthly Payment of Unitrust Amount. The unitrust amount shall be paid in . monthly installments on the first business day of each month. - (C) Adjustment of Errors. If for any year the net fair market value of the Trust Estate is incorrectly determined, then within a reasonable period after the value is finally determined for federal tax purposes, the Trustee shall pay to the Recipient (in the case of an undervaluation} or receive from the Recipient (in the case of an overvaluation) an amount equal to the difference between the unitrust amount properly payable and the unitrust amount actually paid. ARTICLE IV PAYMENT OF FEDERAL ESTATE TAXES AND STATE DEATH TAXES The lifetime unitrust interest ofthe second Recipient, will take effect upon the death ofthe first Recipient, only ifthe second Recipient furnishes the funds for payment of any federal estate taxes or state death taxes for which the Trustee maybe liable upon the death of the first Recipient. 2 ARTICLE V PRORATION OF THE UNITRUST Arl~10UNT In determining the unitrust amount, the Trustee shall prorate the same on a daily basis for a shos•t taxable year or short monthly period. ARTICLE VI DISTRIBi.iTION TO CHARITY (A) Distribution of Trust Estate. Upon the death of the Recipient, the Tntstee shall hold 1N FURTHER TRUST and in perpetuity, or until the earlier termination of this trust, asset forth below in Article VI, paragraph (E), all of the then-remaining Trust Estate and any and all accrued income of the Trust (excluding any amounts due to the Recipient or her estate under the provisions of this Trust Agreement). The Trustee shall hold all of the net income and the then_remaining Trust Estate of the Trust for the further benefit of the Recipient Charities-named by Donor on .the permanent allocation ("Permanent Allocation")and the temporary allocation ("Revocable Allocation'1) detailed on a notice delivered to the Trustee which form is attached hereto as Schedule "B". Any portion of the Trust Estate designated as a Permanent Allocation~shall be irrevocable and may ndt~be amended at any time or times by Donor. Arry portion of the Trust Estate designated as a Revocable Allocation may be amended or revised by Donor by delivering a new Revocable Allocation in the manner described in paragraph (B) of this Article VI or by delivering a Permanent Allocation in the manner described. The Recipient Charitie's named in the Permanent Allocation and Revocable Allocation must satisfy the requu•ements of Sections 170{c), 2055(a) and 2522{a) of the Code, at the time when any ofthe Trust Estate is distributed to them. If one or more, but not all, of the Recipient Charities named in the Permanent Allocation and Revocable AIlocation shall not qualify as an organization described in Sections 170(c), 2055{a) and 2522(a) of the Code at the time wheir any of the Trust income or Estate is distributed to them, then the portion of the Trrst Estate which would otherwise have been distributed to the non-qualifying Recipient Charities shall be apportioned among the remaining Recipient Charities on a pro rata basis. If all of the Recipient Charities named in the Permanent Allocation and Revocable Allocation fail to satisfy the requirements of Sections 170(c), 2055(a) and 2522(a) ofthe Code at the time when any ofthe Trust Estate is distributed to them, then the Trust Estate shall be distributed in the manner set forth in paragraph (C) of this Article VI. (B) Revocable Allocations. Donor may amend the Revocable Allocation by delivering written notice to the Trustee in the form attached hereto as Schedule "C". Such notice rr~ay be changed at any time during Donor's Eifetime by delivering a new~Scheduie "C" to the Trustee, Any Recipient Charities named in Schedule "C" must satisfy the requirements of Sections 170{c), 2055(a) and 2522(a) of the Code at the time when any of the Trust Estate is distributed to them ' {C) Failure to Designate Recipient Charities. If, upon the death of the Recipient; Donor has not made any Permanent Allocation in the manner described above anti has not made any 3 ~;., i ~ ~ f Revocable Allocation which were not revoked in the manner described above, or if none of'the Recipient Charities named in the Permanent Allocation and Revocable Allocation shall qualify as an organization described in Sections 170(c), 2055(a) and 2522{a) of the Code at the time when any bf the Trust Estate is distributed to them, then the Trustee shall distribute the balance'of the Trust Estate to the following recipient charities ("Default Recipient Charities"), in the following percentages, provided that the Default Recipient Charities qualify as a organization described in Sections 170(c), 2055{a} and 2522(a} of the Code at the time when any of the Trust Estate is distributed to them: NAME OF CHARITY 1. St. Peter's Lutheran Church, Middletown, Pennsylvania 2. Saint Peter's Kierch maintenance fund, Middletown, Pennsylvania 3. The Evangelical Lutheran Church of America for the purpose of world wide miaistry. 4. The Thetford Hill Congregational Church, Thetford, Vermont S. The K. Danner Clouser Endowed Student Research Fund in Medical Humanities, Penn State University College of Medicine. 6. The Hastings Center, for research and education in the ethics of science and medicine, Garrison, New York 7. Gettysburg College, Gettysburg, Pennsylvania. 8. The Lutheran Theological Seminary at Gettysburg 9. The Open Fields School at Thetford Hill, Vermont. 10. Middletown Area High School Class of 1948. 11. The Institute of Medicine, of the National Academy of Science. 12. Middletown Public Library, The Ann Richards Memorial Gift 13. Thetford Federated Library 14. Latham Library at Thetford Hill 1 S. Salvation Army 16. Bethesda Mission, Harrisburg, Pennsylvania 17. Animal Welfare . 18. The Humane Society of the United States 19. Hospice Services through out the country: 20. Programs committed to helping children physically, emotionally and educationally to succeed in life. If any of the foregoing Default Recipient Charities fait to satisfy the requirements of Sections 170(c}, 2055(a) and 2522{a) of the Code at the time when any of the Trust Estate is distributed to them, then the Trust Estate shalt be distributed equally among the remaining Default Recipient Charities. If Donor fails to designate any Recipient Charities which satisfy the requirements of Sections 170(c), 2055(a) and 2522(a) of the Code at the time when any of the Trust Estate is distributed to them, and if none of the Default Recipient Charities shall satisfy the requiremeuts~of Sections 170(c), 2055(a) and 2522(a) of the Code at the time when any of the Trust Estate is 4 ,' , distributed to them, then the Trustee shall select, i^ its sole discretion, such one or more organizations, satisfying the requirements ofSections ! 70(c), 2055(a}and 2522ja) of the Code, each of which is engaged in comparable activities. (D) Distribution of Unallocated Trust Estate. If Donor has not made a direction as fo the allocation of the entire Trust Estate, then the portion of the Trust Estate which is not otherwise allocated shall be distributed in accordance with paragraph (C) of this Article VI. (E) Additional Trust Distributions. Upon the death ofthe Donor, if the Donor•has provided an allocation to aIl Recipient Gharlties, then the Trustee shall hold the portion of the trust estate allocable to the Recipient Charities; IN FURTHER• TRUST-, and in perpetuity or until the earlier termination of this Trust according to the terms hereof, fqr the uses and purposes listed in paragraph (C), above, or for the appropriate use and purpose listed at another qualifying charity of similar purpose and intent. The Trustee sha[1 distribute the net income ofthe Trust, at least annually, according to the direction of the Committed, "as established herein in paragraph (F)'. The Committee,. shall have the power to decide the use of the funds, or-to select charities satisfying the requirements of Sections 170(c}, 2055(x) and 2522(x) of the Code, each of which is engaged in comparable activities. (F) Committee, The Committee shall consist ofthe children ofthe Settlor, CHARLES A. CLOUSER and MARYDANNER CLOUSER POMEROY or the survivor ofthem. Upon the death, resignation or removal of a Committee member they may through will or intervivos document select a new Committee member to setwe as their replacement. Written notice of the replacement- shall be provided to the Trustee within forty-five (4S) d'ays from the time of replacement. The successor committee member must be at least eighteen (18) years old and competent. If, the Committee member fails to select a replacement the remaining Committee member shall have the ability to select a replacement, if there are no Committee members, the Trustee herein'shall make a[i the distributions for the Trust. Ifthe members of the Committee can not agree upon a distribution, the Trustee shall have the authority to make the annual distrilsution of income. The Cotnmittee•shall meet prior to 3anuary 31~` ofeach year and provide a written distribution instruction to the Trustee, on or before January 3i~ for the distribution of the prior~year's income. If the Trustee does not receive written notification of the distributions the Trustee shall have the authority to make the annual distribution of income. The Trustee may reimburse the Committee members for their expenses associated with the investigation and research ofthe selected charities, ensuring compliance with past and future donation restrictions. ARTICLE VII ADDITIONAL CONTRIBUTIONS If any additional contributions are made to the Trust after the initial contribution, the unitrust amount for the year in which the additional contribution is made shall be equal to the lesser of.' (a) S n'„ 1 the Trust income for the taxable year, as defined in Section 643(b) of the Code and the regulations thereunder; and, (b) five percent (5°/a) of the sum of (i) the net fair- market value of the Trust Estate as of the Valuation Date (excluding the Estate so added and any income from, or appreciation on, such assets), and (ii) that proportion of the fair market value of the assets so added that was excluded under (i), above, tkat the number of days in the period that begins with the date of contribution and ends witk the earlier of the last day of the taxable year or the date of death of the recipient bears to the number of days in the period that begins oa the fu•st day of such taxable year and ends with the earlier of the last day iII suck taxable year or the date of death of the Recipient. In the case where there is no Valuation Date after the time of contribution, the assets so added shall be valued as ofthe time of contribution. Tke unitrusr amount for any such year shall also include any amount of Trust income for suck year that is in excess of the amount required to be distributed undel• (b), above, to the extent that the aggregate of the amounts paid in prior years was less than the aggregate of the amounts computed at five percent (5°/a) of tke net fair market value of the Trust •Estate on tke Valuation Dates. ARTICLE VIII PROHIBITED TRANSACTIONS The Trustee shall make distributions at such time and in such manner as not to subject the Trust to tax under Section 4942 of the Code. Except for the payment of the unitrust amount to the Recipient, the Trustee shall not engage in any act ofself-dealing, as defined in Section 4941(d) ofthe Code, and shall not make any taxable expenditures, as defined in Section 4945(d) of the Code. The Trustee shall not make any investments that jeopardize the charitable purpose of the Trust, within the meaning of Section 4944 of the Code and the regulations thereunder, or retain any excess business holdings, witkin the meaning of Section 4943(c) ofthe Code and the regulations thereunder. ARTICLE IX TAXABLE YEAR The taxable year of the Trust shall be tke calendar year. ARTICLE X GOVERNING LAW AND CONSTRUCTION OF TRUST The Trust shall have its legal situs in Cumberland County, Pennsylvania, and shall be administered and interpreted in accordance witk the laws of the Commonwealth of Pennsylvania. The Trustee, however, is prohibited from exercising any power or discretion granted under said laws that would be inconsistent with the qualification of the Trust under Section 664(d)(2) and (3) of the Code and the corresponding regulations. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of l 986, as amended, or con•esponding provisions of any subsequent federal tax laws applicable to this Tnst. b Unless the context otherwise requires, the use of one or more genders in the tent includes all other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. The captions set forth in this Agreement at the beginning of the various divisions hereof are for convenience of reference only and shall not be deemed to defuse or limit the provisions hereof or to affect in any way their construction and application. ARTICLE XI Il'~TVESTMENT OF TRUST ESTATE Nothing in this Trust instrument shall be construed to restrict the Trustee from investing the Trust Estate in a manner that could result in the annual realization of a reasonable amount of income or gain from the sake or disposition of Trust Estate. ARTICLE XII GENERAL POWERS OF TRUSTEE 12.01 Donor's Retained Investment Powez•s. (A} Donor's power to direct investments. Donor shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, ar otherwise acquire or dispose of assets. In the case of a variable fife insurance or annuity policy, Donor shall have the power in a fiduciary capacity to du•ect the investment of the cash value of the policy among the investment fund options provided in the policy. During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor. Notwithstanding the Donor's authority or the Trustee's limitations, contained in this section, if the Trustee, in the exercise of its fiduciary duties, is required (1) to make a discretionary ornon-discretionary distribution to a trust beneficiary, (2) to pay trustee's fees, (3) to pay any taxes relating to the trust, or (4) to pay any other costs or disbursements relating to the trust, the Trustee shall provide the Donor written notice of such payment and an estimate of the liquidity requirements, and the Donor shall have fifteen (I S) calendar days (from the mailing of the notice} to advise the Trustee which trust assets to liquidate in order to .make the payment and meet the liquidity requirements. If the Donor does not provide the advice to the Trustee within the fifteen (15) day period, then the Trustee is authorized to liquidate those trust assets which it deems appropriate to meet the liquidity requirements based on the Uniform Prudent Investor Act contained in section 5.01(B). During the Donor's lifetime and unless the foregoing powers have been relinquished, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary of this trust or any heir of the Donor for losses resulting fi•om such investments or• from failure to make investments whike the Donor retains these powers. 7 n Donor may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time be written instrument delivered to the Trustee. If Donor dies or the Trustee -•eceived certificates of two state licensed physicians that Donor cannot exercise any of these powers, Donor shah be deemed to have released the powers and the Trustee shall have full power to take any such action. Donor shall be deemed to have reassumed the powers if the Trustee receives certificates from two licensed physicians that Donor has recovered the ability to exercise the powers. Donor, acting under this clause, shall be deemed to have waived the doctor-patient privilege to the extent necessary to implement this clause. Any person may transact business with the Trustee without inquiring whether the Donors have du•ected the action and without inquu-ing whether the Donors have relinquished or become unable to exercise the power. (B) Incorporation of Uniform Prudent Investor Act. The Trustee shall be subject to the Uniform Prudent Investor Act (the "UPIA") as if the UPIA had been enacted in the Commonwealth of Pennsylvania in the form promulgated by the Commission on the Uniform State Laws in its exercise if any power to manage and invest the assets of the trust. The Donoi• desires that the Trustee, consistent with the standards of the UPIA, continuously assess the appropriate investment risk tolerance of the trust beneficia~7es, and then invest the trust assets seeking the maximum total return at that level of risk. The Donor believes, consistent with modern portfolio theory, that the trust total investment return will be determined ptzmat7ly by the trust's asset allocation; not market timing or active management in security selection. The Donor believes that the trust should diversify its investments with regard to assets classes and individual securities to avoid uncompensated risk. The Donors do not intend to prohibit the Trustee from engaging in active management of trust assets where the Trustee reasonable believes active management can aid in achieving the desired balance between risk and return. (C) Creation of Investment Polley Statement. The Donor directs that any Trustee, in managing and investing the assets of the crust estate, establish, in writing, an appropriate investment policy statement. The investment policy statement sha[1 be reviewed and updated at least annually. (D} Employment of Investment Counsel. The Dono!• may retain professional investment counsel of the Donor's choice; provided, however, a counsel so selected shall be either registered as an investment adviser with the U.S. Securities and Exchange Gotnmission or a state cha~7e~•ed or national bank with fiduciary powers. If investment counsel is retained, the Trustee steal! abide by the counsel's decision but shall not be held liable or otherwise surcharged for tosses directly attributable to investments made on the investment counsel's advise. While the Donor retains investment counseE, the Trustee shall not be required to review trust investments or take action on trust investments unless the Trustee receives written instructions from investment counsel. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such investment counsel and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the UPIA, the Trustee shall have the responsibility to prudently select any investment counsel, to periodically review the performance of any investment counsel and to take appropriate action if apprised of facts clearly indicating that counsel is not performing competently. (E) NonTiability of Donors for Directed Investments. The Donor shall nat be liable to any benefciary or to any heir for the Donor's acts or failure to act, except for willfrzl misconduct or gross negligence, in directing the investments of the trust. (F) Forfeiture of Donor's Powers to Direct Investments. Notwithstanding any othe~- provision in this section, the Donor shall forfeit any and all powers to direct investments-in:ony manner under this section, if and in the event that Congress, the Internal Revenue Service, or other revenue agency of the state or federal government determines that such powers violate the purpose and intent of a charitable remainder unitrust under T.R.C. §664{d)(2). 12.02 Other Powers and Duties. In addition to such other powers and duties as may have been granted elsewhere in this Trust, but subject to any limitations contained elsewhere in this Trust, the Trustee shall have the following powers and duties: {A) Tn the management, care and disposition of this Trust, the Trustee shall have the power to do all things and to execute such deeds, instruments, and other documents as may be deemed necessary and proper, including the following powers, alI of which may be exercised without order of or report to any court: (1) To sell, exchange, or otherwise dispose of any property, real, personal or mixed, at an~~ time held or acquired hereunder, at public or private sale, for cash or on terms as tray be determined by the Trustee, without advertisement, including the right to lease for any term notwithstanding the period of the Trust, and to grant options, including an option for a period beyond the duration of the Trust and to do all things and to execute such deeds, instruments and other documents as maybe necessary and proper. (2) To invest all monies in such stocks, bonds, securities, investment companies or trust shares, mortgages, notes, chosen in action, real estate, improvements thereon, and other property as the Ttvstee may deem best, without regard to any law now 9 ,,,, , or hereafter in force Limiting investments of fiduciaries; except that the Trustee may not invest in any stock o~• securities issued by the corporate Trustee or issued by a parent or affiliate company of the Trustee. (3) To retain for investment any property deposited with the Trustee hereunder; except that the Trustee may not retain for investment any stock or securities of the corporate Trustee or ofa patent or affiEiate company of such Trustee. (4) To vote in person or by proxy any corporate stock or other security and to agree to or take any other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceedings affecting any stock, bond, note or othe~~ security held by this Trust. (S) To use lawyers, real estate brokers, accountants and any other agents, if such employment is deemed necessary or desirable, and to pay reasonable compensation for their services. (6) To compromise, settle or adjust any claim or demand by or against. the-Trust and to agree to any rescission or modification of any contract or agreement affecting the Trust. (7) To renew any indebtedness, as well as to borrow money, and to secure the same by mortgaging, pledging or conveying any property of the Trust, including the power to borrow from the Trustee (in the Trustee's individual capacity} at a reasonable rate of interest. (8) To register any stock, bond or other security in the name of a nominee, without the addition of words indicating that such security is held in a fiduciary capacity, but accurate records shall be maintained showing that the stock, bond or other security is a trust asset and the Trustee shall be responsible for the acts of the nominee. (B) In making distributions from the Trust to or for the benefit of a person under a legal disability, the Trustee need not require the appointment of a guardian, but shall be authorized to pay or deliver the distribution to the custodian of the person, to pay or deliver the distribution to the persan without the intervention of a guardian, to pay or deliver the distribution to the legal guardian of the person if a guardian has already been appointed, or to use the distribution for the benefit of the person. {C) In the distribution of the Trust and any division into separate trusts and shares, the Trustee sha[1 be authorized to make the distribution and division in money or in kind or in both, regardless of the basis for income tax purposes of any property distributed or divided in kind, and 10 <. ~ , the distribution and division made and the values established by the Trustee shall be binding and conclusive on all persons taking hereunder. The Trustee may in making the distribution or division allot undivided interests in the same property to several trusts or shares. (D) Trustees Power to Deat with Environmental Hazards. The Trustee shall have the power to use and expend The trust income and pt7ncipal to (i) conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; (ii) take ail appropriate remedial action to contain, clean up or remove any environmental hazard including a spill, release, discharge or contamination, either on its own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; (iii) institute legal proceedings concerning environmental hazards or contest or settle legal proceedings brought by any local, state, or federal agency concerned with environmental compliance, or by a private litigant; (iv) comply with any local, state ot• federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; and (v} employ agents, consultants and legal counsel to assist or perform the above undertakings~or actions. Any expenses incurred by the trustee under this paragraph may be charged against income or principal as the trustee shall determine. ARTICLE XIII SURETY AND COMPENSATION OF TRUSTEE The Trustee shall serve without the duty or obligation of filing any bond or other security and shall receive as its compensation for the services performed hereunder that sum of money, based on an hourly charge or percentage rate, which the Trustee normally and customarily charges for performing similar services during the time which it performs these services. ARTICLE XIV SPENDTHRIFT TRUST No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust Estate in any manner. No part of the Trust Estate shall be Liable for or charged with any debts, contracts, liabilities or torts of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. ARTICLE XV SUCCESSOR TRUSTEE {A) RemavaI of Trustee. The then-current Recipient may remove the Trustee at any time or times, with or without cause, upon thirty (30) days' written notice given to the current Trustee. Upon the removal of the Trustee, a successor Trustee shall be appointed in accordance with the terms set forth i^ paragraph {B) of this Article XV. 11 , 1f (B) Successor Trustee. The Trustee may resign at any time upon thirty (30) days' written notice given to the then-current Recipient. Upon the death, resignation, removal or incapacity of the Trustee, a Successor Trustee may be appointed by the then-current Recipient. Any Successor Trustee shall be a financially sound and competent corporate trustee. Any Successor Trustee thus appointed, or, if the Trustee shall merge with or be consolidated with another corporate fiduciary, then such corporate fiduciary, shalt succeed to all the duties and to all the powers, including discretionary powers, herein granted to the Trustee. Donor prohibits the appointment of Donor as Trustee, and any attempt to do so shall be without authority under this Agreement. Donor prohibits the appointment of Donor's legal guardian or legal representative as Trustee, and any attempt to do so shall be without authority under this Agreement. IN WITNESS WHEREOF, Donor has hereunto set her hands and seals, and the Trustee has caused this Agreement to be signed by its authorized officer and to have its seal affixed to and to be attested to, aU on the day and year first above written. DONOR: MARY L~3UISE CLOUSER BX K. DANKER CLOUSER, ATTORNEX-IN-FACT FOR MARY LOUISE CLOUSER The foregoing Trust Agreement was delivered, and is hereby accepted, at Lerrtoyne, Pennsylvania, on the ~ t/ day of June, 1999. ATTEST: COMMUNITY TRUST COMPANY, TRUSTEE _ ,---- lr;~-r.~ ~~' ~- BY: KIM ~ RLY ART -TRESSLER, SENIOR VICE-PRESIDENT 12 WITNESS: ~~ ( t SCHEDULE "A" SCHEDULE REFERRED TO IN THE ANNEXED OKERBLOOM - CLOUSER CHARITABLE REMAINDER~UNITRUST AGREEMENT DATED: J-UNE , 1999 FROM MARY LOUISE CLOUSER, DONOR TO COR~IlVIUNI'TY TRUST COMPANY, TRUSTEE Property Description; .~ WITNESS: ~. ;' ~'. ATTEST: DONO MAR GUISE CLOUSER BY K. DAN~}IIt CLOUSER, ATTORl~EY-IN-FACT FOR MARY IAUISE CLOUSER COMMUNITY TRUST COMPANY, TRUSTEE ,--. ~ i r BYY ARTHUR-TRESSLER, SENIOR ICE-PRESIDENT 14 Y , COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMgETZt~}N~ On this, the ~ day of June, 1999, before me, a Notary Public, the undersigned officer, personally appeared K. DANKER CLOUSER, Attorney-in-Fact for MARY LOUISE CLOUSER, known to me (or satisfactorily proven) to be the person whose Warne is subscribed to the within Trust Agreement, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. ~.~'~~~ Notary Public My Commission Expires: Notarial Seal Teri L. Walker, Notary Public Lemoyne eoro, Cumberland County My Commission Expires Jan. 20, 2003 Member, Pennsylvania Assaialion of Notaries COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ~~~nbzr I C,,t'~ On this, the ~1~~`' day of June, 1999, before me, a Notary Public, the undersigned officer, personally appeared I~IVIBERLY ARTHUR-TRESSLER, who acknowledged herself to be the Senior Vice-President of COMMUNITY TRUST COMPANY, a Pennsylvania Trust Company, and that she as such Senior Vice-President, being authorized to do so, executed the foregoing Trust Agreement for the purposes therein contained by signing the name of the corporation by herself as Senior Vice-President. IN WITNESS WHEREOF, I have set my hand and official Seal. ~ _.~ Cl I~Qotary Public My Commission Expires: No~ar1a15eal ~ r) Jeanette L lamason, Natary Pubtio Monaghan Twp„ York County Mr Commtssbn i:xplres Sept 9, 2002 Member, Pennsylvania Association of Notaries EXHIBIT B REMOVAL OF TRUSTEE & APPOINTMENT OF SUCCESSOR TRUST January 12, 2001 Mary L. Clouser 1020 North Union Street Apartment 509 Middletown PA 17057 Kimberly Arthur-Tressler Senior Vice-President Community Trust Company 3907 Market Street Camp Hill PA 17141 Re: The Okerbloom -Clouser Charitable Remainder Unitrust dated June 9,1999 Dear Ms. Tressler: I am the Recipient of the above referenced trust. Pursuant to Article XV, I am electing to remove Community Trust Company as Trustee of The Okerbloom -Clouser Charitable Remainder Unitrust. I am appointing Hershey Trust Company as the Trustee of The Okerbloom -- Clouser Charitable Remainder Unitrust. In accordance with Article XV please make the appropriate arrangements with Ray Cameron at Hershey Trust Company. His address and telephone number are as follows: Raymond T. Cameron Hershey Trust Company 100 Mansion Road East P.O. Box 445 Hershey PA 17033-0445 717-520-II34 If you have any questions please contact either Scott W, Pohlman or Mr Cameron. Thank you, Mary L. Clouser Cc: Ray Cameron EXHIBIT C SCHEDULE B DATED JUNE 28, 2003 ,,., SCHEDULE "B" SCHEDULE REFERRED TO 1N THE ANNEXED OKERBLOOM-CLOUSER CHARITABLE REMAINDER UNITRUST AGREEMENT DATED: ~ , 2003 FROM MARY LOUISE CLOUSER, DONOR TO HERSHEY TRUST COMPANY, TRUSTEE Designation of Recipient Charities Permanent Allocation; The Donor has made a pledge of $ 125,0000 to St. Peter's Lutheran Church, Spring and Union Streets, Middletown, PA for a Prayer Garden as a memorial to the Clouser Family. Donor expects to make contributions during her lifetime toward the pledge of $ 125,000. At the Donor's death, if the pledge is not completed, then the Trustee shall pay the balance due to complete the pledge of $ 125,000. A record of contributions made during Donor's lifetime wiIl be maintained by St. Peter's Lutheran Church. Permanent Allocation: The Donor has made a pledge of $ 50,000 to Thetford Congregational Church, Thetford, Vermont for an elevator. Donor expects to make contributions during her lifetime toward the pledge of $ 50,000. At the Donor's death, if the cost of the elevator has a balance due, then the Trustee shall pay the balance due to complete the pledge of $ 50,000 or the balance due on the cost of the elevator, whichever is the lesser amount. Allocation after payment to St Peter's Lutheran Church and/or Thetford Congregational Church: t0 td °/a to to % t0 Any Recipient Charity named herein must be an organization described in Sections 170 (c), 2055 {a), and 2522 (a) of the Code at the time when any of the T~•ust Estate is distributed to it. Any allocation made as a Revocable Allocation may be revoked or amended by the Donor at any time or times by delivering an executed Schedule "C" to the Trustee. If the Donor has not made the direction as to the allocation of the entire Trust Estate, or if any one or more of the Recipient Charities named herein is not an organization described in Sections 170 {c), 2055 (a}, and 2522 (a) of the Code at the time when any of the Trust Estate is dist~•ibuted to it, then the portion of the Trust Estate not distributed under this Schedule "B" shall he distributed in accordance with the provision of Article VI of the Trust Agreement. WITNESS: w~~",~ DONOR: „, ~ h MARY LOUISE CLOUSER ATTEST: HERSHEY TRUST COMPANY, TRUSTEE BY: YMOND T. CAMERON V E PRESIDENT & TRUST OFFICER ~ a'• STATE OF DELAVS~ARE COUNTY OF SS: On this, the day of , 2003, before me, a Notary Public, the undersigned officer, personally appeared MARY LOUISE CLOUSER, known to me (or satisfactory proven) to be the person whose name is subscribed to the within Trust Agreement, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. Notary Public My Commission Expires: COMMONWEALTH OF . PENNSYLVAn~IA SS: COUNTY OF On this, the ~ day of , 2003, before me, a Notary Public, the undersigned officer, personally appe •ed RA OND T. CAMERON, who acknowledged himself to be the Vice President and Trust Officer of HERSHEY TRUST COMPANY, a Pennsylvania Trust Company, and that he as such Vice President, beialg authorized to do so, executed the foregoing Ti~zst Agreement for the purposes therein contained by signing the name of the corporation by himself as Vice President. IN WITNESS WHEREOF, I have set my hand and official Seal. Notary Public My Commission Expires: Notarial Seal Llsa L. PierOatlin}, Notary Pubilc perry Twp., pauphln County My Canmission Expires May 5, 2007 ME~mber, aennsvNanra 4ssrrlatlon Of Notaries EXHIBIT D SCHEDULE B DATED FEBRUARY 1, 2004 `~`~. -.-; ~ ~ ~' SCHEDULE "B" ~" SCHEDULE REFERRED TO IN THE ANNEXED OKERBLOOM-CLOUSER CHARITABLE REMAINDER UNITRUST AGREEMENT DATED: / ~bYUilr~ j , 200 FROM MARY LOUISE CLOUSER, DONOR TO HERSHEY TRUST COMPANY, TRUSTEE Designation of Recipient Charities Pei7nanent Allocation: The Donor has made a pledge of $ 125,0000 to St. Peter's Lutheran Church, Spring and Union Streets, Middletown, PA for a Prayer Garden as a memorial to the Clouser Family. Donor expects to make contributions during her lifetime toward the pledge of $ 125,000. At the Donor's death, if the pledge is not completed, then the Trustee shall pay the balance due to complete the pledge of $ 125,000. A record of contributions made during Donor's lifetime will be maintained by St. Peter's Lutheran Church. Permanent Allocation: The Donor has made. a pledge of $ 50,000 to Thetford Congregational Church, Thetford, Vermont for an elevator. Donor expects to make contributions during. her lifetime toward the pledge of $ 50,000. At the Donor's death, if the cost of the elevator has a balance due, then the Trustee shall pay the balance due to complete the pledge of $ 50,000 or the balance due on the cost of the elevator, whichever is the lesser amount. Permanent Allocation; The Donor has made •a pledge of $ 50,000 to the K. Danner Clouser Memorial Scholarship Fund at the Hershey Medical Center, Humanities Department, Hershey, Pennsylvania. Donor expects to make contributions during her lifetime toward the pledge of $ 50,000. At the Donor's death, if the pledge is not completed, then the Ti~tstee shall pay the balance due to complete the pledge of $ 50,000., A record of contributions made during Donor's lifetime will be maintained by the K. Danner Clouser Memorial Scholarship Fund, c/o Hershey Medical Center Humanities Department, Hershey, Pennsylvania. n Allocation after payment to St. Peter's Lutheran Church and/or Thetford Con~gational Church and the K. Danner Clouser Memorial Scholarship Fund. t0 % f0 to t0 t0 % t0 „~ , , Any Recipient Charity Warned herein must be an organization described in Sections 170 (c), 2055 (a}, and 2522 (a} of the Code at the time when any of the Trust Estate is distributed to it. Any allocation made as a Revocable Allocation niay be revoked or amended by the Donor at any time or times by delivering an executed Schedule "C" to the Trustee. If the Donor has not made the direction as to the allocation of the entire Trust Estate, or if an}~ one or more of the Recipient Charities named herein is not an organization described in Sections 170 {c}, 2055 (a}, and 2522 (a) of the Code at the time when any of the Trust Estate is distributed to it, then the portion of the Trust Estate not distributed under this Schedule "B" shall be distributed in accordance with the provision of Article VI of the Trust Agreement. ~rITNESS: ~- DONOR: 1 '~2_P~k~~r LOUISE CLOUSER ATTEST: HERSHEY TRUST' COMt'AI~7Y, TRUSTEE B YMOND T. CAMERON E PRESIDENT & TRUST OFFICER .. i. '4 STATE OF DELAWARE COUNTI' OF v~u5's~~'f SS: On this, t}ze ~ ~ day of ~/3~ ~ ~ , 200~before me, a Notary Public, the undersigned officer, personally appeared MARY LOUISE CLOUSER, known to me (or satisfactory proven) to be the person whose name is subscribed to the within Trost Agreement, and acknowledged that she executed the same far the purposes therein contained. IN -V4'ITNESS V4'HEREOF, I have set my hand and official Seal. Thomas W. Feret SR. No#ary Public State of Delaware Commission Expires 7/94/07 / ~ Gt9 /'~~~~ Notary Public My Commission Expires: COMMONU~EALTI-I OF PEI~INSYLVAI~~IA SS: COUI\TT~.T OF 1~A~.y~~~ ~ u On this, the ~ day of , 200, before me, a Notary Public, the undersigned officer, personally appeared RA OND T. CAN~ROI\T, u~ha acknowledged himself to be the Vice President and Trust Officer of HERSHEY TRUST COMPANI', . a Pennsylvania Trust Company, and that. he as such'~rice President, being authorized to do so, executed the foregoing Trust Agreement for the proposes therein contained by signing the name of the corporation by himself as Vice President. II~T V+rITNESS Vt'HEREOF, I have set my hand and official Seal. Notarial Seal Lisa L. P'ierga~rnt, NotaryPublic Derry Twp.. Dauphin County My Commission Exptces May 5, 2007 J Notary Pub e My Commission Expires; t~hember, Pennsyivarda Assodation Df Notaries EXHIBIT E HAND-WRITTEN LIST RECEIVED JULY 2008 (=^ _ '~ - ~~,-~ - _ - J .;~e~ C~G`U&~ -- 80 Z ~ ~S-- 25 ~a~ _ .. _ -_ _a~~.cc~ , ~_~ ham _~~ad.~- a ~~e~:s__-..off' ~~ rte' Clip ~ ~-c~u ~,vc _j-ne - . - __, gv ~-o. u --wo~L~ . t~cz~~~~ s~e~cr_E%c... c.~q~_ c... _ _ _ _..._ -JJ- -- ----- ----- - ------ _ - r~~rocct ale.,... ~~ ~.oC.~-~io~~.s--{0 ..-+1~e.._ . ~~ ~. ~ oc,~_i_~ ~ -- ~- ~.-- - ___-._ _ .._ ~ 2.~, Coo -f~ ~- , ~P~~s Le~a~--- c~.~~~-- - _ _ . __ z.~, ocn ~~,`7~c~~-~'~-~ C©}~g ~ c~~ o--~ ~_ C~I.1~ = G~ __ . c~~C~ i 5 -{b ~E c»-e.C~ _ -~o,~ fir. ~( C~~~.-i.- - - --_ __ . -- - 2.5, a~ -f -v -f~~,.~. K . `~nr,~e~- - C(os~e-Y- - I~-Ce~,~.o-~,_c~ ~ - _. _. 2..5, OQO ~C1 -{ ~.e ~C,~"`~o~ ~1C~td~'_.ti'n.. rr~~ ~~~~. -- - Cjt n ~~N' i t C~- ~ ~~1'~CtGT'~Y~'~ I~C~C~ ~~'? j (~. ++rK, _ i nf~s~ , 5 +o fie. U~ -~ Sv +h-e ~v,~d rU'n~tnS' 1C ~t,~n~ C.(~er ~ l~Y ~u c fit. ~ v~y p P~ 1~~~~ v~:a-~~;~v~ d.~ v~ c.~c( ~e,+c.t~~ ~~e. c~ bore ~~~~ acs °~o ~. EXHIBIT F TRUSTEE LETTER DATED JULY 23. 2008 hily 23, 2008 Mary L. Clouser P.O. Box 128 Thetford Hill, ~~T OS074 Dear Mel and Mary Dan: I am in receipt of your list in reference to the Revocable Allocations under the Okerbloom-Clouser Charitable Remainder Unitrust, thank you. I have a feti~~ questions and would like some clarification. I am enclosing a copy of the Schedule "B"naming the Perma~ient Allocations. You have made a pledge of $ 125,000.00 to St. Peter's Lutheran Church, a pledge of $ 50,000.00 to Thetford Congregation Church and $ 50,000.00 to the K. Danner Clouser Memorial Scholarship Fund at the Hershey Medical Center. My first question is "Have you made airy lifetime contributions to any of the above that would reduce the balance due upon your death?" If so, we would like to have a record of the contributions for our file. The current market value of the trust is $ 28b,181.87. Assuming no pledges have been made during your lifetime, the cui~•ent balance for disU•ibution would be approximately $ b1,000.00, and your proposed Revocable Allocations amounts total $ 130,000.00. Perhaps it would be best to allocate percentages to your Revocable Allocations. You have also named the same three charities iii the Revocable Allocation, so I just wanted to confirm this is your intent. After you have had the opportunity to review the enclosed, please contact me to discuss. I look forward to hearing from you. Sincerely, Nancy L. Shoily Trust Administrator EXHIBIT G HERSHEY TRUST FEE SCHEDULE Hershey Trust Company Personal Trust and Agency Fee Schedule Effective January 1, 1998 The compensation listed below applies to services as Trustee, Co-Trustee, Trustee Under Retirement Accounts, Guardianships, and Investment Agencies. INVESTMENT MANAGEMENT FEE The annual fee for the trust and investment management accounts is based on quarterly principal fair market value of securities held in the account and computed as follows: $10.00 per $1, 000 of the first $1,000,000 $8.00 per $1, 000 on the next $1, 000, 000 $5.00 per $1, 000 on the balance MINIMUM ANNUAL FEE $5,000 ($2,500 iffirlly invested in our Common Funds) (If an account closes within the first year, a full annual fee may be charged.) DISTRIBUTION FEE For principal distributions from Irrevocable Trusts, 1% of the market value of the assets distributed maybe charged. ADDITIONAL AVAILABLE SERVICES A reasonable fee may be charged for the following services: Excessive check writing Income tax services Management ofreal estate interests Account terminations Extraordinary services Where a co--fiduciary is serving with the bank, reasonable fees may be paid to the co-fiduciary in addition to the bank's full fees. CUSTODY FEES The annual fee of Trust and ggency accounts for which the bank has no investment management responsibility is 75% of the basic principal fee, subject to a minimum fee of $1, 000 per year. Transaction fees may be charged for excessive activity. FEES FOR ADDITIONAL AVAILABLE SERVICES The charge for management ofreal estate interests will be determined after consultation. The charge for account termination will be determined upon tune and service required, not to exceed 1 % of market value. The charge for extraordinary services will be determined upon time and service required after consultation. *A minimum annual fee of $1,000 will be assessed against all Irrevocable Life Insurance Trusts containing "Crummey" provisions. The fee allows up to three policies to be placed in trust. An additional $250 per policy will be assessed for policies in excess of three per trust. ,~ McNees May 18, 2012 Clerk of the Orphans' Court VIA HAND DELIVERY Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013-3387 RE: The Okerbloom-Clouser Charitable Remainder Unitrust Petition for Adjudication and First and Final Accounting Ladies and Gentlemen: Linda M. Eshelman, Pa. C.P. Estate Paralegal Direct Dial: 717.237.5210 Direct Fax: 717.260.1640 leshelman@mwn.com Enclosed for filing for the above-referenced Trust are the following documents: • Petition for Adjudication (1 original) • First and Final Accounting (2 originals) The Accounting shows a gross value of $385,541.27, and the Petition sets forth proposed distributions to the beneficiaries totaling $295,442.51. Based on the gross value, a check is enclosed for filing fees of $308.50. By filing at this time, the Accounting is scheduled for audit on June 19, 2012. Tank you. I Y urs trul c~j-~-~ >, -r ~? -c t .. inda M. Eshelman, Pa. C.P. ~ ,: = - Estate Paralegal ~(. ~ ~ --- ~: ;~ >>_ ~~ Enclosures :i ~ ~, ~-~ ~ c: George W. George, The Bryn Mawr Trust Company ~- T' www.mwn.com ,, ~. ~ ~ ; ~. .. ,