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Home My WebLink About02-0667 " '- IN RE: THE STEVEN A. MASSEY TRUST, DATED JULY 9, 1993 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. &>1- O~- k,l",l CERTIFICATE OF NOTICE I, John A. Feichtel, Esquire, Attorney for the Trustee, Allfirst Trust Company of Pennsylvania, NA, successor by merger to Dauphin Deposit Bank and Trust Company, hereby certify that I have given notice as required by Pa, O.C. Rule 6.3 and C.C.O.C.R. 6.3.1, together with a copy of the First and Final Account of the Trustee of the Steven A. Massey Trust, dated July 9, 1993, including a Statement of Proposed Distribution, upon the parties interested in this proceeding by depositing a true and correct copy of the same in the United States mail, first-class postage prepaid, addressed as follows: Susan A. Gruneisen, Administrator 41 Parkwood Blvd. Mansfield, OH 44906 A copy of this notice is attached to this certificate. KEEFER WOOD ALLEN & RAHAL, LLP Date~~7~ B'i.<....//~j ~A. F' e, Esq. Sup. Ct. No. 77426 P.O. Box 11963 Harrisburg, PA 17108-1963 Attorneys for Trustee 2 Lf 200'2- I . '- IN RE: THE STEVEN A. MASSEY TRUST, DATED JULY 9, 1993 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION No. )...\- O~-V~'I NOTICE OF AUDIT To the following beneficiary of the Steven A. Massey Trust, dated July 9, 1993: Susan A. Gruneisen, Administrator 41 Parkwood Blvd. Mansfield,OH 44906 NOTICE is hereby given that the First and Final Account of the Trustee of the Steven A. Massey Trust, dated July 9, 1993, will be filed in the Office of the Clerk of the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania on or before July 26, 2002, and that the Clerk will present the same to the Court for confirmation, audit and distribution on August 27,2002. Any person who objects to the transactions shown in the Account must file written objections with the Clerk on or before 9 a.m. on August 27,2002, or the Court may otherwise assume that no objections exist or that any objections have been waived. A copy of the First and Final Account of the Trustee, including a Statement of Proposed Distribution (including all attachments and exhibits), is enclosed herewith. . . '- If you have questions concerning the enclosed documents, please contact the undersigned. KEEFER WOOD ALLEN & RAHAL, LLP By~~~~JI Jo . Feich , s. Sup. Ct. No. 77426 P.O. Box 11963 Harrisburg, PA 17108-1963 Date: 9cJ, z.~ Uio<- Attorneys for Trustee 1\ '-< o p" " :J> '" '" C'. () p" rt '" f-" M <Jl "" " C'. rt ro :r )> ;<J ;<J '" m-oo (l). :;; cO)::> ~ llJ r J> . 0 Z r j;X S r ~:: (!) fT'\ ...JtO-l Z \ ~Ei~W ~... '... _ -;::0 ~ ~~ :=~ -U :oJ 3 N ~ ~ ~ o o n M ~ H '" H n ::; M o '" Z o '" H n M . .- 1_ ,. ., I ~[i:~ ;<~~ -a'" '" ~~;rl -av>'" ",,,, . V> '" oM ::;;;] MZ o :J> n ~~ OM e:>e:>'" Z><ll:-"'" OO:::J>t'l . ~ 13 n v.-U:CJg -()g~ 'OZ G~~~ 'P"" n \S:~~ ()<: Z ~ -.H Z 0 ~v>Z DH~ r-Ot"'"'1\:! ~Z<:~ ~.... ::>:> tt1 _i Z:J> -~ HV> :J> . .. , \ . , '- ~I- C2-0Lr'1 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION THE STEVEN A. MASSEY TRUST DATED JULY 9, 1993 --------------------------------------------- --------------------------------------------- FIRST AND FINAL ACCOUNT OF Allfirst Trust Company of Pennsylvania, NA, Trustee Successor by merger to Dauphin Deposit Bank and Trust Company -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Date of Death: Steven A. Massey November 5, 2001 Date of Trustee's first receipt of funds: July 9, 1993 Accounting for the period: July 9, 1993 to May 30, 2002 -------------------------------------------------------------------------------- ---------------------------~------------~---~---~---~----------~---------------- Purpose of Account: Allfirst Trust Company of Pennsylvania, NA, Trustee, Successor by merger to Dauphin Deposit Bank and Trust Company, offers this account to acquaint interested parties with the transactions that have occurred during this administration. It is important that the account be carefully examined. Requests for additional information or questions or objections can be discussed with: Allfirst Trust Company of Pennsylvania, NA Successor by merger to Dauphin Deposit Bank and Trust Company 8 West High Street Carlisle, PA 17013 (717) 240-6707 or Heath L. Allen, Esquire John A. Feichtel, Esquire Keefer, Wood, Allen & Rahal, LLP 210 Walnut Street Harrisburg, PA 17101 (717) 255-8000 . , < ( > '- SUMMARY OF ACCOUNT The Steven A. Massey Trust dated July 9, 1993 For Period of 07/09/1993 through 05/30/2002 Page Current Value Fiduciary Acquisition Value Proposed Distributions to Beneficiaries 29 107,075.35 114,117.21 --------------- --------------- --------------- --------------- PRINCIPAL Receipts: This Account 3-6 148,835.97 Net Gain (or Loss) on Sales or Other Disposition 7-9 4,272.20 153,108.17 Less Disbursements: General Disbursements Fees and Commissions 10-13 18,818.96 0.00 18,818.96 Balance before Distributions Distributions to Beneficiaries 14 134,289.21 20,172.00 Principal Balance on Hand 15 114,117.21 For Information: Investments Made Changes in Investment Holdings 16-18 19-22 INCOME Receipts: This Account 23-25 15,493.27 Net Gain (or Loss) on Sales or Other Disposition 0.00 15,493.27 Less Disbursements 26-28 15,493.27 Balance Before Distribution Distributions to Beneficiaries 0.00 0.00 Income Balance on Hand 0.00 For Information: Investments Made Changes in Investment Holdings COMBINED BALANCE ON HAND 114,117.21 --------------- ---------~----- 2 , '- RECEIPTS OF PRINCIPAL CASH: 07/13/93 Received from Dr. Allen W. Cowley - Addition to Trust 07/13/93 Received from Norma E. Cowley - Addition to Trust 11/14/95 Received from Dr. Allen W. Cowley - Addition to Trust 11/14/95 Received from Norma E. Cowley - Addition to Trust 12/31/96 Received from Dr. Allen W. Cowley - Addition to Trust 05/13/97 Internal Revenue Service - 1996 Fiduciary Income Tax Refund 06/12/97 PA Department of Revenue - 1996 Fiduciary Income Tax Refund 06/17/97 Marketvest Funds Inc. Equity Fund #590 - Long Term Capital Gains Distribution 06/17/97 Marketvest Funds Inc. Equity Fund #590 - Short Term Capital Gains Distribution 07/21/97 Received from Dr. Allen W. Cowley - Addition to Trust 07/21/97 Received from Norma E. Cowley - Addition to Trust 12/10/97 Marketvest Funds Inc. Equity Fund #590 - Short Term Capital Gains Distribution 3 9,750.00 9,750.00 9,750.00 9,750.00 10,000.00 12.00 14.00 69.41 96.99 10,000.00 10,000.00 989.95 < Fiduciary Acquisition Value '- 12/10/97 Marketvest Funds Inc. Equity Fund #590 - Long Term Capital Gains Distribution 02/24/98 Received from Dr. Allen W. Cowley - Addition to Trust 02124/98 Received from Norma E. Cowley - Addition to Trust 03/26/98 Marketvest Funds Inc. Equity Fund #590 - Long Term Capital Gains Distribution 11/16/98 ARK Fds Value Equity Portfolio - Long Term Capital Gains Distribution 12109/98 ARK Fds Value Equity Portfolio - Long Term Capital Gains Distribution 04/06/99 Received from Dr. Allen W. Cowley - Addition to Trust 04/06/99 Received from Norma E. Cowley - Addition to Trust 12/10/99 ARK Fds Blue Chip Equity Portfolio - Long Term Capital Gains Distribution 12/10/99 ARK Fds Value Equity Portfolio - Long Term Capital Gains Distribution 12/13/99 ARK Fds Capital Growth Portfolio - Short Term Capital Gains Distribution 12/13/99 ARK Fds Capital Growth Portfolio - Long Term Capital Gains Distribution 12/08/00 ARK Fds Blue Chip Equity Portfolio - Short Term Capital Gains Distribution 12/08/00 ARK Fds Blue Chip Equity Portfolio - Long Term Capital Gains Distribution 12108/00 ARK Fds Capital Growth Portfolio - Long Term Capital Gains Distribution 4 r 4,094.33 10,000.00 10,000.00 180.07 3,507.76 841.67 10,000.00 10,000.00 166.97 15,905.58 340.73 501. 33 89.58 630.69 1,249.19 , 12/08/00 ARK Fds Capital Growth Portfolio - Short Term Capital Gains Distribution 12/08/00 ARK Fds International Equity Portfolio - Short Term Capital Gains Distribution 12/08/00 ARK Fds International Equity Portfolio - Long Term Capital Gains Distribution 12108/00 ARK Fds Mid Cap Portfolio - Short Term Capital Gains Distribution 12/08/00 ARK Fds Mid Cap Portfolio - Long Term Capital Gains Distribution 12/08/00 ARK Fds Value Equity Portfolio - Short Term Capital Gains Distribution 12/08/00 ARK Fds Value Equity Portfolio - Long Term Capital Gains Distribution 05/07/01 Internal Revenue Service - 2000 Fiduciary Income Tax Refund 05121/01 PA Department of Revenue - 2000 Fiduciary Income Tax Refund 12/11/01 ARK Fds Income Portfolio - Long Term Capital Gains Distribution 12/11/01 ARK Fds Intermediate Fixed Income Portfolio - Long Term Capital Gains Distribution 12111/01 ARK Fds Value Equity Portfolio - Long Term Capital Gains Distribution 03130/94 to 05/02/02 Transfer from Income 5 324.11 39.47 177.07 282.22 610.97 536.45 8,700.78 1,044.00 127.00 34.78 2.51 3,663.71 11,138.28 < 164,371.60 ADJUSTMENT TO BOOK VALUE: 01/02/02 ARK Fds Income Portfolio - Adjusted to Steven Massey's Date of Death Value 01/02/02 ARK Fds Intermediate Fixed Income Portfolio - Adjusted to Steven Massey's Date of Death Value 01/02/02 ARK Fds Short Term Bond Portfolio - Adjusted to Steven Massey's Date of Death Value 01/10/02 ARK Fds Blue Chip Equity Portfolio - Adjusted to Steven Massey's Date of Death Value 01/10/02 ARK Fds Capital Growth Portfolio - Adjusted to Steven Massey's Date of Death Value 01/10/02 ARK Fds International Equity Portfolio - Adjusted to Steven Massey's Date of Death Value 01/10/02 ARK Fds Mid Cap Portfolio - Adjusted to Steven Massey's Date of Death Value 01/10/02 ARK Fds Value Equity Portfolio - Adjusted to Steven Massey's Date of Death Value 1,497.31 358.74 205.55 (6,578.63) (4,996.20) (1,774.52) (2,071.26) (2,176.62) TOTAL RECEIPTS OF PRINCIPAL...... ......... 6 , (15,535.63) 148,835.97 -------------- -------------- GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS - PRINCIPAL Gain Loss 04/04/95 12 units Common Stock Collective Investment Fund Net Proceeds 305.10 Fid. Acq. Value 262.67 42.43 03/04/96 21 units Common Stock Collective Investment Fund Net Proceeds 658.80 Fid. Acq. Value 537.22 121.58 04/01/96 1,385 units Dauphin Deposit U.S. Government Fixed Income Fund Net Proceeds 14,139.53 Fid. Acq. Value 14,288.49 148.96 09/04/96 3 units Common Stock Collective Investment Fund Net Proceeds 96.79 Fid. Acq. Value 76.75 20.04 12/03/96 6 units Common Stock Collective Investment Fund Net Proceeds 222.34 Fid. Acq. Value 153.49 68.85 03/02/98 2,389.148 shares Marketvest Funds Short Term Bond Fund #592 Net Proceeds 23,795.91 Fid. Acq. Value 23,869.66 73.75 04/15/98 99.204 shares ARK Fds Value Equity Portfolio Net Proceeds 1.445.40 Fid. Acq. Value 1.043.21 402.19 04/21/98 28.191 shares ARK Fds Value Equity Portfolio Net Proceeds 413.00 Fid. Acq. Value 296.45 116.55 7 . . 06/12/98 32.281 shares ARK Fds Value Equity portfolio Net Proceeds 460.00 Fid. Acq. Value 339.46 120.54 07/06/98 15.407 shares ARK Fds US Government Bond Portfolio Net Proceeds 152.99 Fid. Acq. Value 151.77 1. 22 09/11/98 33.333 shares ARK Fds Value Equity Portfolio Net Proceeds 413 . 00 Fid. Acq. Value 350.52 62.48 09/15/98 4.563 shares ARK Fds Value Equity Portfolio Net Proceeds 59.00 Fid. Acq. Value 47.98 11.02 04/03/00 157.793 shares ARK Fds Value Equity Portfolio Net Proceeds 2,288.00 Fid. Acq. Value 1,685.12 602.88 06/13/00 107.875 shares ARK Fds US Government Bond Portfolio Net Proceeds 1, 000.00 Fid. Acq. Value 1,062.63 62.63 09/01/00 3,056.96 shares ARK Fds US Government Bond Portfolio Net Proceeds 28,796.56 Fid. Acq. Value 30,112.87 1,316.31 09/01/00 1,358.696 shares ARK Fds Value Equity Portfolio Net Proceeds 20,000.00 Fid. Acq. Value 14,509.92 5,490.08 09/19/00 71.327 shares ARK Fds Value Equity portfolio Net Proceeds 1,000.00 Fid. Acq. Value 761.71 238.29 8 02/14/02 02/14/02 02/14/02 02/14/02 . 2,073.857 shares ARK Fds Income Portfolio Net Proceeds Fid. Acq. Value 20,800.79 21,532.09 523.813 shares ARK Fds Intermediate Fixed Income Portfolio Net Proceeds Fid. Acq. Value 5,196.22 5,361.25 513.875 shares ARK Fds Short Term Bond Portfolio Net Proceeds Fid. Acq. Value 5,056.53 5,205.55 526.316 shares ARK Fds Value Equity Portfolio Net Proceeds Fid. Acq. Value 5,000.00 5,378.95 TOTAL GAINS AND LOSSES/PRINCIPAL........... LESS LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET GAIN. . . . . . . . . . . . . . . . . . . . . . . . . . . 9 7,298.15 3,025.95 4,272.20 -------------- -------------- . 731.30 165.03 149.02 378.95 3,025.95 03/24/94 03/24/94 07/07/94 03/24/95 03/27/95 04/13/95 03/22/96 03/25/96 04/11(96 06/10/96 09/12/96 12/27 /96 12130/96 04/08/98 04/13/98 DISBURSEMENTS OF PRINCIPAL GENERAL DISBURSEMENTS Internal Revenue Service - 1993 Fiduciary Income Tax FA Department of Revenue - 1993 Fiduciary Income Tax Dauphin Deposit Bank and Trust Company - Trustee's Fee Internal Revenue Service - 1994 Fiduciary Income Tax FA Department of Revenue - 1994 Fiduciary Income Tax Internal Revenue Service - 1995 1st Quarter Estimated Fiduciary Income Tax Internal Revenue Service - 1995 Fiduciary Income Tax PA Department of Revenue - 1995 Fiduciary Income Tax Internal Revenue Service - 1996 1st Quarter Estimated Fiduciary Income Tax Internal Revenue Service - 1996 2nd Quarter Estimated Fiduciary Income Tax Internal Revenue Service - 1996 3rd Quarter Estimated Fiduciary Income Tax FA Department of Revenue - 1996 4th Quarter Estimated Fiduciary Income Tax Internal Revenue Service - 1996 4th Quarter Estimated Fiduciary Income Tax PA Department of Revenue - 1997 Fiduciary Income Tax Internal Revenue Service - 1997 Fiduciary Income Tax 10 . 22.00 5.00 303.94 121. 00 25.00 121. 00 341.00 64.00 116.00 116.00 116.00 64.00 116.00 185.00 1,347.00 . 04/13/98 PA Department of Revenue - 48.00 1998 1st Quarter Estimated Fiduciary Income Tax 04/15/98 Internal Revenue Service - 413 . 00 1998 1st Quarter Estimated Fiduciary Income Tax 06/11/98 Internal Revenue Service - 412.00 1998 2nd Quarter Estimated Fiduciary Income Tax 06/11/98 PA Department of Revenue - 48.00 1998 2nd Quarter Estimated Fiduciary Income Tax 09/10/98 Internal Revenue Service - 413 . 00 1998 3rd Quarter Estimated Fiduciary Income Tax 09/11/98 PA Department of Revenue - 59.00 1998 3rd Quarter Estimated Fiduciary Income Tax 12/31/98 Internal Revenue Service - 412.00 1998 4th Quarter Estimated Fiduciary Income Tax 12/31/98 PA Department of Revenue - 58.00 1998 4th Quarter Estimated Fiduciary Income Tax 04/14/99 PA Department of Revenue - 14.00 1999 1st Quarter Estimated Fiduciary Income Tax 06/11/99 Internal Revenue Service - 191.00 1999 2nd Quarter Estimated Fiduciary Income Tax 06/11/99 PA Department of Revenue - 50.00 1999 2nd Quarter Estimated Fiduciary Income Tax 09/09/99 Internal Revenue Service - 308.00 1999 3rd Quarter Estimated Fiduciary Income Tax 09/09/99 PA Department of Revenue - 50.00 1999 3rd Quarter Estimated Fiduciary Income Tax 12/28/99 Internal Revenue Service - 307.00 1999 4th Quarter Estimated Fiduciary Income Tax 11 12/28/99 03/30/00 03/30/00 04/13/00 04/13/00 06/12/00 06/12/00 09/14/00 09/14/00 12/29100 12/29/00 04/09/02 04/09/02 05/19/00 to 04/11/02 10/05/00 to 05/06/02 . PA Department of Revenue - 1999 4th Quarter Estimated Fiduciary Income Tax 50.00 Internal Revenue Service - 1999 Fiduciary Income Tax 2,328.00 PA Department of Revenue - 1999 Fiduciary Income Tax 245.00 Internal Revenue Service - 2000 1st Quarter Estimated Fiduciary Income Tax 890.00 PA Department of Revenue - 2000 1st Quarter Estimated Fiduciary Income Tax 130.00 Internal Revenue Service - 2000 2nd Quarter Estimated Fiduciary Income Tax 890.00 PA Department of Revenue - 2000 2nd Quarter Estimated Fiduciary Income Tax 13 0 . 00 Internal Revenue Service - 2000 3rd Quarter Estimated Fiduciary Income Tax 768.00 PA Department of Revenue - 2000 3rd Quarter Estimated Fiduciary Income Tax 119.00 Internal Revenue Service - 2000 4th Quarter Estimated Fiduciary Income Tax 768.00 PA Department of Revenue - 2000 4th Quarter Estimated Fiduciary Income Tax 119.00 Internal Revenue Service - 2001 Fiduciary Income Tax Balance due 703.00 PA Department of Revenue ~ 2001 Fiduciary Income Tax Balance due 104.00 Transfer to Income 420.00 A11first Trust Company of PA, NA - Trustee Fee 1,209.02 12 Reserves: Allfirst Trust Company of PA NA - Termination Fee 2,800.00 Cumberland County Register of wills - Filing Fees 300.00 Keefer, Wood, Allen & Rahal, LLP - Attorney's Fee 1,000.00 TOTAL GENERAL DISBURSEMENTS......................... TOTAL DISBURSEMENTS OF PRINCIPAL.................... 13 18,818.96 18,818.96 -------------- -------------- DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Susan Gruneisen, (Mother) Administratrix of the Estate of Steven A. Massey - Advance Distribution to Pay Estate Expenses 01(14/02 Distribution 5,686.22 01/31/02 Distribution 1,176.07 04/03/02 Distribution 1,085.00 04/18/02 Distribution 10,172.00 04/23/02 Distribution 2,052.71 --~----------- TOTAL DISTRIBUTIONS TO BENEFICIARIES...... 14 20,172.00 20,172.00 -----~-------- -------------- # Units 1,323.005 909.155 435.699 315.341 4,212.67 PRINCIPAL BALANCE ON HAND Description ARK Money Market Portfolio ARK Fds Blue Chip Equity Portfolio ARK Fds Capital Growth Portfolio ARK Fds International Equity Portfolio ARK Fds Mid Cap Portfolio ARK Fds Value Equity Portfolio 15 Current Value or as Noted 27,072.00 20,850.56 12,209.95 3,598.87 3,913.38 39,430.59 Fiduciary Acquisition Value 27,072.00 22,808.61 13,919.16 3,442.02 3,821.93 43,053.49 107,075.35 114,117.21 --------~---~-- --------------- --------------- --------------- 08/03/93 08/05/93 12/04/95 12/04/95 04/01/96 01/10/97 01/13/97 07/23/97 07/23/97 12/18/97 03/02/98 03/02/98 INVESTMENTS MADE - PRINCIPAL # Units Cost 534 units Common Stock Collective Investment Fund - units purchased 11,688.97 753 units Dauphin Deposit U.S. Government Fixed Income Fund - units purchased 7,794.07 632 units Dauphin Deposit U.S. Government Fixed Income Fund - units purchased 6,494.42 434 units Common Stock Collective Investment Fund - units purchased 13,030.06 1,413.953 shares Marketvest Funds Short Term Bond Fund #592 - shares purchased 14,139.53 617.006 shares Marketvest Funds Inc. Equity Fund #590 - shares purchased 7,058.55 301.508 shares Marketvest Funds Short Term Bond Fund #592 - shares purchased 3,000.00 984.084 shares Marketvest Funds Inc. Equity Fund #590 - shares purchased 13,462.27 673.687 shares Marketvest Funds Short Term Bond Fund #592 - shares purchased 6,730.13 395.356 shares Marketvest Funds Inc. Equity Fund #590 - shares purchased 5,084.28 3,116.751 shares Marketvest Funds Inc. Intermediate US Government Bond Fund #593 - shares purchased 30,700.00 1,142.041 shares Marketvest Funds Inc. Equity Fund #590 - shares purchased 16,000.00 16 03/03/98 0.546 shares Marketvest Funds Inc. Intermediate US Government Bond Fund #593 - share purchased 5.38 03/20/98 11.621 shares Marketvest Funds Inc. Intermediate US Government Bond Fund #593 - shares purchased 114.58 04/06/98 4.612 shares ARK Fds US Government Bond Portfolio - shares purchased 45.47 05/04/98 15.427 shares ARK Fds US Government Bond Portfolio - shares purchased 151.96 06/01/98 15.863 shares ARK Fds US Government Bond Portfolio - shares purchased 156.89 07/01/98 15.422 shares ARK Fds US Government Bond Portfolio - shares purchased 152.99 11/16/98 255.481 shares ARK Fds Value Equity Portfolio - shares purchased 3,507.76 12/09/98 59.735 shares ARK Fds Value Equity Portfolio - shares purchased 841.67 07/27/99 444.884 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 9,000.00 07/27/99 452.261 shares ARK Fds Capital Growth Portfolio - shares purchased 9,000.00 12/10/99 7.81 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 166.97 12/13/99 37.896 shares ARK Fds Capital Growth Portfolio - shares purchased 842.06 12/15/99 352.775 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 7,500.00 12/15/99 343.249 shares ARK Fds Capital Growth Portfolio - shares purchased 7,500.00 09/01/00 248.385 shares ARK Fds Mid Cap Portfolio - shares purchased 5,000.00 17 09/01/00 09/01/00 09/01/00 09/01/00 09/01/00 12/08/00 12/08/00 12/08/00 12/08/00 12111101 12111101 2,070.393 shares ARK Fds Income Portfolio - shares purchased 20,000.00 414.594 shares ARK Fds International Equity Portfolio ~ shares purchased 5,000.00 483.481 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 12,000.00 513.875 shares ARK Fds Short Term Bond Portfolio - shares purchased 5,000.00 523.56 shares ARK Fds Intermediate Fixed Income Portfolio - shares purchased 5,000.00 75.749 shares ARK Fds Capital Growth Portfolio - shares purchased 1,573.30 66.956 shares ARK Fds Mid Cap Portfolio - shares purchased 893.19 34.055 shares ARK Fds Blue Chip Equity Portfolio - shares purchased 720.27 21.105 shares ARK Fds International Equity Portfolio - shares purchased 216.54 3.464 shares ARK Fds Income Portfolio ~ shares purchased 34.78 0.253 shares ARK Fds lntermediate Fixed Income Portfolio - share purchased 2.51 18 CHANGES IN INVESTMENT HOLDINGS - PRINCIPAL ARK Fds Blue Chip Equity Portfolio 07/27/99 12/10/99 12/15/99 09/01/00 12/08/00 01/10/02 444.884 shares purchased 7.81 shares purchased 352.775 shares purchased 483.481 shares purchased 34.055 shares purchased book value adjusted to Steven Massey's Date of Death Value 1, 323 . 005 -------------- -------------- ARK Fds Capital Growth Portfolio 07/27/99 12/13/99 12/15/99 12/08/00 01/10/02 452.261 shares purchased 37.896 shares purchased 343.249 shares purchased 75.749 shares purchased book value adjusted to Steven Massey's Date of Death Value 909.155 -------------- -------------- ARK Fds Income Portfolio 09/01/00 12/11/01 01/02/02 2,070.393 shares purchased 3.464 shares purchased book value adjusted to Steven Massey's Date of Death Value (2,073.857)shares sold 02/14/02 o ----~--------- -------------- ARK Fds Intermediate Fixed Income Portfolio 09/01/00 12/11/01 01/02/02 523.56 shares purchased 0.253 share purchased book value adjusted to Steven Massey's Date of Death Value (523.813)shares sold 02/14/02 o -------------- -------------- 19 Cost 9,000.00 166.97 7,500.00 12,000.00 720.27 (6,578.63) 22,808.61 -------------- -------------- 9,000.00 842.06 7,500.00 1,573.30 (4,996.20) 13,919.16 --------~----- -------------- 20,000.00 34.78 1,497.31 (21,532.09) 0.00 -------------- -------------- 5,000.00 2.51 358.74 (5,361.25) 0.00 -------------- -------------- ARK Fds International Equity Portfolio 09/01/00 12/08/00 01/10/02 414.594 shares purchased 21.105 shares purchased book value adjusted to Steven Massey's Date of Death Value 5,000.00 216.54 (1,774.52) 435.699 3,442.02 -----~-------- -------------- -------------- -------------- ARK Fds Mid Cap Portfolio 09/01/00 12/08/00 01/10/02 248.385 shares purchased 66.956 shares purchased book value adjusted to Steven Massey's Date of Death Value 5,000.00 893.19 (2,071.26) 315.341 3,821.93 -------------- -------------- -------------- -------------- ARK Fds Short Term Bond Portfolio 09/01/00 01/02/02 513.875 shares purchased book value adjusted to Steven Massey's Date of Death Value (513.875)shares sold 5,000.00 205.55 02/14/02 (5,205.55) o 0.00 -------------- -------------- -------------- -------------- ARK Fds US Government Bond Portfolio 03/23/98 3,128.918 shares received in exchange of 3,128.918 shares Marketvest Funds Inc. Intermediate US Govt Bond Fund #593 4.612 shares purchased 15.427 shares purchased 15.863 shares purchased 15.422 shares purchased (15.407)shares sold (107.875)shares sold (3,056.96)shares sold 30,819.96 04/06/98 05/04/98 06/01/98 07/01/98 07/06/98 06/13/00 09/01/00 45.47 151.96 156.89 152.99 (151.77) (1,062.63) (30,112.87) o 0.00 -------------- -------------- -------------- -------------- 20 ARK Fds Value Equity Portfolio 03130/98 6,209.158 shares received in exchange of 6,209.158 shares Marketvest Funds Inc. Equity Fund #590 (99.204)shares sold (28.191)shares sold (32.281)shares sold (33.333)shares sold (4.563)shares sold 255.481 shares purchased 59.735 shares purchased (157.793)shares sold {1,358.696)shares sold (71.327)shares sold book value adjusted to Steven Massey's Date of Death Value (526.316)shares sold 04/15/98 04/21/98 06/12/98 09/11/98 09/15/98 11/16/98 12/09/98 04/03/00 09/01/00 09/19/00 01/10/02 02/14/02 4,212.67 -------------- -------------- Common Stock Collective Investment Fund 08/03/93 04/04/95 12/04/95 03/04/96 09/04/96 12/03/96 11/05/97 534 units purchased (12) units sold 434 units purchased (21)units sold (3)units sold (6)units sold (926)units exchanged for 3,070.671 shares Marketvest Funds Inc. Equity Fund #590 o -------------- -------------- Dauphin Deposit U.S. Government Fixed Income Fund 08/05/93 12/04/95 04/01/96 753 units purchased 632 units purChased (1,385)units sold o -------------- -------------- 21 65,294.00 (1,043.21) (296.45) (339.46) (350.52) (47.98) 3,507.76 841.67 (1,685.12) (14,509.92) (761.71) (2,176.62) (5,378.95) 43,053.49 -------------- -------------- 11,688.97 (262.67) 13,030.06 (537.22) (76.75) (153.49) (23,688.90) 0.00 -------------- -------------- 7,794.07 6,494.42 (14,288.49) 0.00 -------------- -~------------ Marketvest Funds Inc. Equity Fund #590 01/10/97 07/23/97 11/05/97 617.006 shares purchased 984.084 shares purchased 3,070.671 shares received in exchange of 926 units Common Stock Collective Investment Fund at the rate of 331.605923% 395.356 shares purchased 1,142.041 shares purchased (6,209.158)shares exchanged for 6,209.158 shares ARK Fds Value Equity Portfolio 7,058.55 13,462.27 23,688.90 12/18/97 03/02/98 03130/98 5,084.28 16,000.00 165,294.00) o 0.00 -------------- -------------- -------------- -------------- Marketvest Funds Short Term Bond Fund #592 04/01/96 01/13/97 07/23/97 03/02/98 1,413.953 shares purchased 301.508 shares purchased 673.687 shares purchased (2,389.148)shares sold 14,139.53 3,000.00 6,730.13 123,869.66) o 0.00 -------------- -------------- -------------- -------------- Marketvest Funds Inc. Intermediate US Government Bond Fund #593 03/02/98 03/03/98 03/20/98 03/23/98 3,116.751 shares purchased 0.546 share purchased 11.621 shares purchased 13,128.918)shares exchanged for 3,128.918 shares ARK Fds US Government Bond Portfolio 30,700.00 5.38 114.58 (30,819.96) o 0.00 -------------- -------------- -------------- -------------- 22 RECEIPTS OF INCOME DIVIDENDS ARK Fds Blue Chip Equity Portfolio 10/01/99 to 04/01/02 ARK Fds Capital Growth Portfolio 01/02/01 ARK Fds International Equity Portfolio 01/02/01 to 01/02/02 ARK Fds Value Equity Portfolio 07/01/98 to 04/01/02 Common Stock Collective Investment Fund 09102/93 to 11/04/97 Marketvest Funds Inc. Equity Fund #590 02/04/97 to 03/27/98 TOTAL DIVIDEND INCOME............ ......... 23 170.84 14.73 24.09 977 .14 1,878.37 437.42 3,502.59 -------------- -------------- INTEREST ARK Fds Income Portfolio 10/02/00 to 03/01/02 ARK Fds Intermediate Fixed Income portfolio 10/02/00 to 03/01/02 ARK Money Market Portfolio 07/01/98 to 05/01/02 ARK Fds Short Term Bond Portfolio 10/03/00 to 03/01/02 ARK Fds US Government Bond Portfolio 04/06/98 to 09/01/00 Capital Reserve Account 08/03/93 to 07/01/98 Dauphin Deposit U.S. Government Fixed Income Fund 09/02/93 to 04/01/96 Marketvest Funds Short Term Bond Fund #592 05/02/96 to 03/02/98 Marketvest Funds Inc. Intermediate US Government Bond Fund #593 03/03/98 to 03/20/98 TOTAL INTEREST INCOME..................... 24 1,708.15 408.14 1,300.28 382.73 4,075.40 428.43 1,222.00 1,925.59 119.96 11,570.68 -------------- -------------- Transfer from Principal 09/19/00 to 04/11/02 OTHER INCOME TOTAL OTHER INCOME........................ TOTAL RECEIPTS OF INCOME.................. 25 420.00 420.00 -~------------ -------------- 15,493.27 -------------- -------------- . DISBURSEMENTS OF INCOME 03/24/94 Internal Revenue Service - 42.00 1993 Fiduciary Income Tax 03/24/94 PA Department of Revenue - 5.00 1993 Fiduciary Income Tax 03/24/95 Internal Revenue Service - 59.00 1994 Fiduciary Income Tax 03/24/95 PA Department of Revenue - 10.00 1994 Fiduciary Income Tax 04/13/95 Internal Revenue Service - 59.00 1995 1st Quarter Estimated Fiduciary Income Tax 03/25/96 Internal Revenue Service - 74.00 1995 Fiduciary Income Tax 03/25/96 PA Department of Revenue - 15.00 1995 Fiduciary Income Tax 04/11/96 Internal Revenue Service - 33.00 1996 1st Quarter Estimated Fiduciary Income Tax 06/10/96 Internal Revenue Service - 34.00 1996 2nd Quarter Estimated Fiduciary Income Tax 09/12/96 Internal Revenue Service - 34.00 1996 3rd Quarter Estimated Fiduciary Income Tax 12/27/96 PA Department of Revenue - 15.00 1996 4th Quarter Estimated Fiduciary Income Tax 12130/96 Internal Revenue Service - 34.00 1996 4th Quarter Estimated Fiduciary Income Tax 04/08/98 PA Department of Revenue - 46.00 1997 Fiduciary Income Tax 04/13/98 FA Department of Revenue - 11.00 1998 1st Quarter Estimated Fiduciary Income Tax 06/11/98 PA Department of Revenue - 11.00 1998 2nd Quarter Estimated Fiduciary Income Tax 26 . 07/03/95 to Dauphin Deposit Bank and 2,303.43 06/07/99 Trust Company - Trustee's Fee 03130/00 PA Department of Revenue - 74.00 1999 Fiduciary Income Tax 07/06/99 to A11first Trust Company of PA, 949.56 09/05/00 NA - Trustee Fee 09/14/00 Internal Revenue Service - 122 .00 2000 3rd Quarter Estimated Fiduciary Income Tax 09/14/00 PA Department of Revenue - 11.00 2000 3rd Quarter Estimated Fiduciary Income Tax 12/29/00 Internal Revenue Service - 122 .00 2000 4th Quarter Estimated Fiduciary Income Tax 12/29/00 PA Department of Revenue - 11.00 2000 4th Quarter Estimated Fiduciary Income Tax 04/12/01 Internal Revenue Service - 14.00 2001 1st Quarter Estimated Fiduciary Income Tax 06/13/01 Internal Revenue Service - 58.00 2001 2nd Quarter Estimated Fiduciary Income Tax 09/13/01 Internal Revenue Service - 63.00 2001 3rd Quarter Estimated Fiduciary Income Tax 12/28/01 PA Department of Revenue - 54.00 2001 4th Quarter Estimated Fiduciary Income Tax 01/11/02 Internal Revenue Service - 54.00 2001 4th Quarter Estimated Fiduciary Income Tax 04/09/02 Internal Revenue Service - 35.00 2001 Fiduciary Income Tax Balance due 27 , 04/09/02 03130/94 to 05/02/02 PA Department of Revenue - 2001 Fiduciary Income Tax Balance due 2.00 Transfer to Principal 11,138.28 TOTAL DISBURSEMENTS OF INCOME.................. 28 15,493.27 -------------- -~------------ PROPOSED DISTRIBUTIONS TO BENEFICIARIES # Units or as Noted Fiduciary Acquisition Value Current Value Susan Gruneisen (Mother) and Administratrix of the Estate of Steven A. Massey - Entire Residue ARK Money Market Portfolio 1323.005 shares ARK Fds Blue Chip Equity Portfolio 909.155 shares ARK Fds Capital Growth Portfolio 435.699 shares ARK Fds International Equity Portfolio 315.341 shares ARK Fds Mid Cap Portfolio 4,212.67 shares ARK Fds Value Equity Portfolio 27,072.00 27,072.00 20,850.56 22,808.61 12,209.95 13,919.16 3,598.87 3,442.02 3,913.38 3,821.93 39,430.59 43,053.49 107,075.35 114,117.21 107,075,35 114,117.21 -------------- -------------- -------------- -------------- 29 AFFIDAVIT Allfirst Trust Company of Pennsylvania, NA, Successor by merger to Dauphin Deposit Bank and Trust Company, Trustee of The Steven A. Massey Trust dated July 9, 1993, hereby declares under oath that it has fully and faithfully discharged the duties of its office; that the foregoing Account is true and correct and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been paid in full; that, to its knowledge, there are no claims now outstanding against the Trust; that all taxes presently due from the Trust have been paid. Allfirst NA ~ Subscribed and sworn to by before me this "I. IS day of 1u.Q(j , 2002. /~^~J~ E. k~ Not y Public Notarial Seal Gwendolyn E. Killian, Notary Public Carlisle Boro, Cumberland County My Commission Expires Nov. 22, 2004 Member. Pennsylvania Association of Notalies 30 . THE STEVEN A. MASSEY TRUST NOW, on July 9, 1993, ALLEN W. COWLEY and NORMA E. COWLEY, his wife, of 444 North 25th street, Camp Hill, Cumberland County, Pennsylvania, as Settlors, by this Agreement and desiring to establish a Trust for Settlors' great-grandchild, STEVEN A. MASSEY, born June 11, 1979, Social Security Number 168-60-9394, as beneficiary (the "Beneficiary"), because of the love and affection that Settlors have for Beneficiary, hereby assign to DAUPHIN DEPOSIT BANK AND TRUST COMPANY, 3045 Market Street, Camp Hill, Cumberland County, Pennsylvania, as Trustee, the property described in Schedule A to be held, together with such additional property as may be transferred, devised or bequeathed hereto by Settlor or any other person, upon the following terms of trust: FIRST: DISPOSITIVE PROVISIONS During the lifetime of Beneficiary: 1. Beneficiary, during Beneficiary's lifetime, shall have the absolute right (anything to the contrary appearing in Item THIRD hereof notwithstanding), exercisable in Beneficiary'S sole discretion, to withdraw during each calendar year in which an addition or additions are made to this Trust, an aggregate amount equal to the lesser of the amount of the annual additions to this Trust up to the date of such withdrawal or Ten Thousand Dollars ($10,000) multiplied by the number of donors making addition(s) to this Trust during such calendar year, and such right of withdrawal shall be non-cumulative from year to year. (EXHIBIT) . 2. Trustee shall notify Beneficiary of any transfer or other contribution to the Trust, and of the donor(s) thereof, as soon as is practical after the contribution or transfer has been made but not later than December 31 of the year in which the contribution or transfer has been made. 3. All withdrawals shall be made by written demand signed by Beneficiary and delivered to Trustee not more than thirty (30) days after the date of Trustee's notification to Beneficiary of any transfer or other contribution to the Trust. withdrawals shall be paid by Trustee not more than sixty (60) days after the date of such written demand. For purposes of this special right of withdrawal, assets originally transferred to this Trust shall be deemed to be an addition in the year in which the transfer occurs. 4. Such rights of withdrawal shall constitute a first charge against the principal of this Trust and during the con- tinuance of this Trust shall take precedence over all other distributions and all other beneficial interests hereunder. 5. In creating this power of withdrawal, it is the intention of Settlors to create an annual non-cumulative power of invasion which will qualify any transfer of property hereto as a transfer of a present interest under Section 2503(b) of the Internal Revenue Code of 1986, as amended, and which will not be treated as a release of such a power as that term is defined in Section 2514(e) of said Code. -2- -- 6. Trustee shall pay to or apply for the benefit of Beneficiary at such times as Trustee determines as much of the net income and, if income shall be insufficient therefor, as much of the principal, as Trustee, in its sole discretion both as to income and principal, shall deem necessary or desirable for Beneficiary's maintenance, support, welfare, estate planning or education (including college and graduate and professional studies); provided, however, that before making any such payments of principal to Beneficiary, Trustee shall take into account other property and income available to Beneficiary, and in so doing the decision of Trustee as to the amount of principal so used and the extent to which other resources are considered shall be conclusive as to all parties in interest. Any income not expended may be accumulated and added to principal. 7. When Beneficiary attains the age of thirty (30) years, Beneficiary may at any time and from time to time appoint up to one-half (1/2) of the then-remaining principal, together with any accumulated or undistributed income, of the Trust to or for the benefit of such person or persons (including Beneficiary himself) or corporation or corporations (inclUding Beneficiary's estate, his creditors or the creditors of his estate) in such amounts or proportions and in such lawful interests or estates, whether absolute or in trust, as Beneficiary may direct by a writing executed by Beneficiary and delivered to Trustee. 8. When Beneficiary attains the age of thirty-five (35) years, Beneficiary may at any time and from time to time -3- appoint all or any part of the then-remaining principal, together with any accumulated or undistributed income, of the Trust to or for the benefit of such person or persons (including Beneficiary himself) or corporation or corporations (including Beneficiary's estate, his creditors or the creditors of his estate) in such amounts or proportions and in such lawful interests or estates, whether absolute or in trust, as Beneficiary may direct by a writing executed by Beneficiary and delivered to Trustee. SECOND: DISPOSITIVE PROVISIONS UPON BENEFICIARY'S DEATH In the event Beneficiary dies before the entire principal of the Trust has been withdrawn or distributed, the then-remaining principal, together with any accumulated or undistributed income, of the trust shall be distributed to or for the benefit of such person or persons or corporation or corporations (including Beneficiary's estate, Beneficiary's creditors or the creditors of Beneficiary's estate) in such amounts or proportions and in such lawful interests or estates, whether absolute or in trust, as Beneficiary may direct by Beneficiary's Last Will, provided such Last will contains a specific reference to this general power of appointment, or in default of such appointment, or to the extent it is not effectively exercised, then, to Beneficiary's estate. THIRD: TERMINATION OF TRUSTS 1. Notwithstanding any other provisions hereof, Trustee may, in its sole discretion, at any time, terminate any or all of the trusts created herein if the amount thereof would make the continuing of said trust impractical. Upon such -4- ..... termination, Trustee shall pay the principal and any accumulated or undistributed income of any such trust share to the person or persons entitled to receive the income therefrom in the propor- tions to which they were then entitled to receive the income. If no such fixed proportions then exist among beneficiaries, payment shall be made in equal shares, per stirpes, among the persons to whom the income may then be paid, and upon such termination the rights of all other persons who might otherwise have interests as succeeding life tenants or remaindermen shall cease. 2. Any and all trusts created herein shall terminate in any event, and every final distribution or payment of the principal of the trust estate shall be made, not later than twenty-one (21) years after the death of the last to die of Settlors' issue living on the date hereof, in the event that this trust shall have not terminated previously in accordance with the terms hereof. In the event of the termination of this trust as provided for in this paragraph, Trustee shall pay over and deliver the principal, together with any accumulated or undis- tributed income, free and discharged of any trust, to the person or persons then entitled to receive the income thereof in the proportions to which he, she or they were then entitled to receive the income. FOURTH: MINORITY AND DISABILITY PROVISIONS Unless otherwise provided for herein, any income or princi- pal payable to any beneficiary who may be then a minor (for all purposes of this Trust, a minor shall be deemed to be a person -5- ..... . who has not attained twenty-one (21) years of age) or, who may then be, in the opinion of Trustee, mentally or physically disabled, shall be held in a separate trust by Trustee during such minority or disability unless the trust share is sooner terminated as otherwise provided herein; said net income and/or principal may be accumulated or expended for the maintenance, support and education (including college and graduate and profes- sional studies) of such beneficiary, as Trustee, in its sole discretion, may determine. Trustee, in the expenditure of income and/or principal for such purposes, may, in its discretion, apply the same directly without intervention of a guardian, or pay the same to any person having care or control of said beneficiary, or with whom the beneficiary resides, without the duty on the part of Trustee to see to or inquire into the application of the funds by any person to whom any payment is so made. The balance of such income and/or principal shall be paid to said beneficiary when the disability or minority ceases, or to said beneficiary's estate in the event of death prior thereto. FIFTH: PROTECTIVE PROVISION All principal and income shall, until actual distribution to a beneficiary, be free of the debts, contracts, alienations, torts and anticipations of any beneficiary, and the same shall not be liable to any levy, attachment, execution or sequestration while in the possession of Trustee. -6- SIXTH: 1. INSURANCE POLICIES Trustee shall not be under any obligation to pay premiums on insurance policies held hereunder, if any, and shall have no responsibility to see that such policies are kept in force. 2. No life insurance company shall be responsible to see to the execution or performance of any trust created herein or to the application of any insurance proceeds paid to any such trust. 3. Trustee may, without incurring liability, compro- mise and settle any questions relating to any insurance policy upon such terms as it deems wise. Trustee need not institute litigation to collect the proceeds of any policy unless it is reasonably indemnified for costs, counsel fees and other expenses of such litigation. SEVENTH: POWERS OF TRUSTEE In addition to the powers hereinbefore provided and those given by law, Trustee, and any successor Trustee, without any order of court and in its sole discretion, may exercise the following powers, which shall be construed broadly: 1. Hold and retain the property now or hereafter comprising a part of this trust, for such length of time as in its sole discretion it may deem wise, or sell any part thereof, without liability of any kind by reason of such retention or sale and invest and reinvest, alter, vary and change investments from time to time, in such manner and in such property, real, personal -7- or otherwise, including any common or diversified trust funds maintained by, or stock of, any bank or trust company or any holding company or affiliate thereof, as Trustee may deem pru- dent, without being confined to what are known as legal invest- ments under the laws of any state or jurisdiction; 2. Repair, alter, improve or lease, for any period of time (even for more than five (5) years) any property and give options for leases; 3. Make distribution hereunder either in cash or in kind or partly in each, and cause any share to be composed of property different in kind from any other shares, without regard to the basis of such property; 4. Purchase investments at a premium; 5. Vote in person, or by proxy, all stocks or other securities held; 6. Exercise any rights or warrants to subscribe for stocks or bonds or other allotments received by reason of securi- ties held, or sell them for such prices as it may deem best; 7. Deposit, surrender or exchange stocks or pay any assessments in connection with any reorganization or merger or similar proceedings as it may deem best; 8. Exercise any option, right or privilege granted in any insurance policy; 9. Sell any real or personal property at public or private sale to any person or entity, or give options therefor for cash or credit, without liability on the part of the -8- purchaser to see to the application of the purchase money; provided, however, that no sale hereunder shall be made at a price less than that which Trustee acting in good faith shall consider to represent adequate and full consideration; 10. Borrow money from any source, including any Trustee, mortgage or pledge any property; 11. Merge any trust created hereunder with any other trust or trusts created by Settlors under will or trust, if the terms of such trusts are then substantially similar and held for the primary benefit of the same person; 12. compromise claims; 13. Register securities in the name of a nominee in such manner that title shall pass by delivery; 14. Employ attorneys, investment counsel, accountants and agents in connection with the discharge of its duties, and determine and pay to them reasonable compensation; 15. Pool the assets of all trusts created hereunder or any of them for investment purposes, allocating to each trust an undivided interest in all of the assets so held; 16. Add to the principal of any trust created hereun- der any property received from any person by Deed, will or in any other manner; 17. In the exercise of its discretion with respect to the use of principal for any beneficiary, Trustee may take into account other property and income available to such beneficiary; -9- . in so doing, Trustee may conclusively rely on written representa- tions made to it by such beneficiary, and the judgment of Trustee as to the amount of principal so used and the extent to which other resources are considered shall be conclusive as to all parties in interest; 18. Exercise all power, authority and discretion given by this Trust after termination of any trust created herein until the same is fully distributed; 19. Accept property or not, in Trustee's sole discre- tion, by bequest or lifetime transfer from any person, estate or trust, subject to the payment of, or liability for, state and/or federal gift, estate, transfer, succession, inheritance or other death taxes, including any interest or penalties thereon, and sign any required consent or acknowledgment of liability for such taxes and/or lien against such property; 20. Anything hereinbefore to the contrary notwith- standing, Trustee shall not exercise any power, authority or discretion if the exercise of such power, authority or discretion would cause the assets of this trust to be included in the "gross estate" of Settlors, as such term is defined in the Internal Revenue Code of 1986, as amended. EIGHTH: APPOINTMENT OF ADDITIONAL AND SUCCESSOR TRUSTEES 1. During the term of this trust, Ronald E. Walborn, CPA, may at any time and from time to time remove the then- serving Trustee; provided, however, that he shall immediately thereafter designate a qualified bank or trust company as -10- . successor Trustee to Trustee being removed. Should Ronald E. Walborn, CPA, be unable or unwilling to act in this capacity, the accounting firm with which he is associated, or with which he was last associated shall act in his stead. 2. Removals hereunder shall be effective when con- tained in a writing signed by Ronald E. Walborn, CPA, or the accounting firm with which he is associated or with which he was last associated, as the case may be, and delivered to the Trustee being removed. 3. Trustee may resign at any time without court approval, to become effective upon delivery of a written instru- ment signed by the resigning Trustee to the clerk of the court having jurisdiction of this Trust and to Ronald E. Walborn, CPA, or the accounting firm with which he is associated or with which he was last associated. 4. Anything hereinbefore notwithstanding, Ronald E. Walborn, CPA, or the accounting firm with which he is associated or with which he was last associated, shall not exercise any such power if the exercise thereof would cause the assets of this Trust to be included in the "gross estate" of Settlors, as such term is defined in the Internal Revenue Code of 1986, as amended. NINTH: WAIVER OF BOND Settlors direct that Trustee and any successors thereto shall not be required to file a bond to secure the faithful performance of the duties of its office in any jurisdiction. -11- - . . TENTH: IRREVOCABILITY This Trust shall be irrevocable, and Settlors hereby ex- pressly waive all rights and powers to alter, amend, revoke or terminate the Trust or any of its terms in whole or in part. Settlors hereby renounce any interest, either vested or contin- gent, including any reversionary interest or possibility of reverter, in the income or principal of this Trust. ELEVENTH: SITUS The situs of this Trust shall be Cumberland County, Pennsyl- vania, and questions pertaining to the validity, construction and administration of any trust hereunder shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. TWELFTH: MISCELLANEOUS 1. Whenever the words "child," "children" or "issue" are used in this instrument, they shall include only those naturally born. 2. Throughout this Agreement of Trust, nouns, pro- nouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. 3. Trustee, and any successors, shall receive reason- able compensation for services rendered in such capacity. -12- -- . . , IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. WITNESS: _~ ?L/~ ~~~ c::::D'. 'J' - L.-....l e ~(SEAL) ALLEN W. COWLEY, Settlo Il~ c!, (l~ (SEAL) NORMA E. COWLEY, Sett or Trustee hereby accepts: ATTEST: DAUPHIN DEPOSIT BANK AND TRUST COMPANY ~<,.., fldr...~ (Assistant) Sec etary By: ~/lP SENIOR VICE PRESIDiNfI'rust Officer -13- . . . COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF CUMBERLAND On the q .r~ day Of~J./1 ' 1993, before me, the .{/ . subscriber, a Notary PubllC ln and for the Commonwealth of Pennsylvania, personally appeared the above-named ALLEN W. COWLEY and NORMA E. COWLEY, and in due form of law acknowledged the foregoing Agreement of Trust to be their voluntary act and deed for the purposes expressed therein. WITNESS my hand and notarial seal the day and year afore- said. PIg A f!n~And<r Notar blic I NOTARIAL SEAL I r PEGGY 9. CORWv'i.AN, NO~l!!lry Public [i CedisLi:, Cumberland County t~~~,~~:~miSSI(Jn.__~y..p~:~s. Feb. 13. 1995 I -...............~._~.~-..._-..,.,--- -14- . . . COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND tll~ subscriber, a Notary Public in and for the Commonwealth of pennsyl vania, personally appeared the above-named ~~r: (Y'. C\ On the qtJi day of , 1993, before me, the ~ (. \ ) LAJ. !A)o..\ \(€.-\ , a duly authorized corporate officer of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, and in due form of law acknowl- edged the foregoing Agreement of Trust to be its voluntary act and deed for the purposes expressed therein. WITNESS my hand and notarial seal the day and year afore- said. {~~~Qt: 6' (ld"7~7Ha-n Nota " ublic NOTARIAL SEAL PffiGY e. CORNMAN, Notllry Public:: Cerlide, Cum/;edand County My Commis!;icn Expires F02'b. 13, 1995 I 1 , .......-....-=.. ~..--''''''....''''--.'''=.".........~",-..,.,.".,,"'........,." i-~--.-....r -15- ---- c..., o ::r " ;<> I ,. " '" '" ,... r> ::r ,... '" ,.... . '" (J) ..0 " ,... " '" <D m w , · --tb -~cr . '" ~fi€k: -. -, '3 t . ..... 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