Newhall's

SETTLEMENT OF ESTATES

AND

FIDUCIARY I.AW

IN MASSACHUSETTS

Thomas H. Belknap, Esq.

Fifth Edition

1998 (with 2014 Supplement

Section 36:33 — Termination of Trusts

And

Section 36:34 — Powers of Trustees after Termination

61

§ 36:33

justice or to carry into effect the inten-tion of the donor. (Citing Hunt v.Hunt, 31 Mass. (14 Pick.) 374 (1833).)If the intent of a settler is that a trustcontinue or that a successor trustee beappointed, courts will prevent thetermination of the trust. (Citing In rePhipps' Will, 2 N.Y.2d 106, 157N.Y.S.2d 14, 138 N.E.2d 341 (1956).)The court also noted that 2 Scott &

SEWLEMENT OF ESTATES

Fratcher, Trusts § 112 at 167 and122 at 222 (4th ed. 1987) suggests

and Restatement (Third) of Trusts§ 46(2) and Comment f (2003) statesthat although a trust will not arisewhere a person declares himselftrustee for such persons as the declar-ant may select, the disposition can beperfected by the later selection of thosewho are to benefit.

§ 36:35 Reepinyind rendering accounts

n. 83. And (4) a certification thgthe servicesProbate jud Y s have broad statu-,/ listed were wovided an . that the ser-

tory authorit o supervise trusteese vices and time spent were necessaryFuller, In r .rust Under Will of, 418 and within the scop, of services whichMass. 46(', 636 N.E.2d 1333 (1994), the trustee was appointed to perform.This in udes the full authority to In re Will of C tree, 440 Mass. 1.77,requir ft trustee to provide sworn 795 N.E.2d 57 (2003). The judgewritten statement (statem t of ser- may exam* the trustees under oathvicA) to include (1) a dad itemized as to such' nutters. GI. c. 206, § 3.opereiord of all time sp t for which The juOge also has an affirmative dutycompensation was pyid; (2) a dated to decline to approve compensafitin be-itemized record of11 Hine spent for yo the fair value of ervicespi/.which reimburse ent was paid; (3) r . dered. S.J.C. Rule 3:09 ;anon 303)the total payme9 made to the trustee; 4), 382 Mass. 809 f198

§ 36:38 Afights of the be ficiary

res insibilities do not co stitute trade

ot. 33/

or ad inistrator in execuf g fiduciaryTh actions of a trustee /executor

or Commerce or invol the requisiteciumnercial market ace transactionsto bring them wi in G.L. c. 93A. InSteele v. Kelle.y 6 Mass.App.Ct. 71710 N.E.2d 97 (199)), review dei .d43() Mass/03, 714 N.E.2d 54(1999), the Jitirety of the plan Fs el-legation. constituted dispute etweena bone ciary and the trus .e over theadi istratinn of a trus and the trialjr ge's failure to di IBS the c. 93Acount at the begin ig of the proceed-ing effectively tad the entire caseagainst the t stee by focusing thejury's atte ion on the fairness orunfairnes of his actions rather thon inea ring his discretionary isagain the appropriate stan d ofdut and performance under/die par-tieu ar trust instrument, in fght of thesettler's expressed int . itions, thescope of the trustee's wars and thecircumstances otter ng the creationof the trust, as well as under gener-ally applicable trust principles.

56

A compl nt against an agent of atrust tin arose from interactionamong arties involved in the samevent e was private and thereforeou rde the scope of GI.. c. 93A,,Lattuca

obsham, 442 Mass. 205 au N.E.2d877 (2004).n. 34. ,/

The Massachusetts Principal andIncome Act addref:ses payment of in-terest on pect nnary legacies, but doesnot change 'le measure of interest orthe time,i terest starts to accr e. SeeG.I.,. c ,g03D, § 6(3).

n.In Foster v. Hurley;'6111ass.App.

Ct. 414, 810 N.E.2V,66 (2004), reviewgranted 442 Mas 1112, 816 N.E.2d1223 (2004) the ecedent violated herseparation a .ement by removing herformer hus, nd as beneficiary of theinsuranzfrpolicy that was in 'Iwo atthe trimthe agreement was signed,and II/failing to name him k benefi-ciary of an after-acquire policy. Acodstructive trust was and becausethe second husband, having furnished

76

When a life tenant dies and the estate is to be distributed among theremainder beneficiaries, several questions arise. Does the legal title vestautomatically in the remaindermen or must the trustee convey it tothekrt-,An4in the latter event does the trustee refarincefFiWcrof sale: o particularquestion arises as to personal property, since the legal title is always in thetrustee. The problem is as to real estate, since the legal title may or may notbe in the trustee.

Tn a leading case a testator created a trust to last during the lives of his twosons and one year thereafter. At the end of that time the estate was to bedivided into as litany equal parts as there were lining children of the sons andissue of deceased children, and i f at that time any of the children had reached45 the trustees were: to convey each of the parts to the persons entitled, freeof all trusts. On the death of the surviving son there were five livinggrandchildren, some of whom had reached 45. After the end of the year thetrustees were still holding the property. Several points were decided:"

Firs!, that the remainders did not vest in the grandchildren automatically.but must be conveyed to them. The court held that the trust was not self-executing but that the trustees had active duties to perfOnn in the mailer ofcortyeying_tQttlexemaindermen. This prevented the statute of uses 'fromoperating.

SeMd...thal.,their.powersLand (Julies after the date for termination were,.only thosi..- related to conveyance and distribution, includiniThi..i.lkindi:t-t_of indebtedoessAnj te.eonservation of the property!' ifivas not proper forthem to continue to add 10 per cent of the inenme to principal. as providedby the will.

Third. that the court could license the trustees to sell part of the real estateto pay debts and expenses which had been properly incurred, and further.that since there were mortgages which the trustees had been forced to protectfrom foreclosure by adding security of their own, they were justified in re-fusing to convey to the remaindermen until they had straightened out themortgages and also until their accounts were settled.

70. lo re kothwell's Estate (1033) 283 Mass. .563, 186 N.E. 662.

71. See !.lodge v. Mackintosh (1924) 2,18 Mess. 181. 143 N.E. 43. for another interestingcare on this point.

A special protection to the trustee contented in a will in the matter of investments wouldcontinue until the estate is closed, provided the trustee acts within a reasonable time. NorthAdams Nat. Bank v. Curtiss (1932) 278 471, 180 N.E 217. 5 A.L.R. 667. This doesnot men. halve% er, that the trustee. should keep on making itcw kr:est:et:tits. Hodge v.klackiinash (1924.1248 tv15M 181. 1-13 till 43.164

§ 36:34 CHAPTER36 TRUSTS ..

§ 36:34. Powers of Trustee After "fermination-.--Legal or Equitable The st:Remainders important.

raises so:::a comp] e::::ion ante::semainder,

it isher

lite tef...

•- of use..

:::ists the t

: : •

77

CH A PTI" R 3o

Legal or F,quitable

.i - s.tributed among the"es the 1401 title vestconvey it to them; and

• of sale? No particular:al title is always in the,e.1 title may or may not

•.- ne, the lives of his twothe estate was to be

. .eldren of the sons and.children had reached

. persons entitled, free..elte were five living...:end of the year thewere decided:;"

7:.:Odren automatically,sae trust was not self-,:::bnn in the matter of.r statute of uses from

tier temtimuion were::.eding the liquidation-• It was not proper for• 7.-incipal, as provided

:eirt of the real estate:•!,: urred. and further,eeett forced to protect. ‘eere justified in re-

traightened out the

tut another interesting

• ...ntr of investments wouldteesonahle time. North

- A.L.R. 607. This dese investments. Hodge %.

TRUSTS AND TRUSTEES § 38:34

The second and third points decided in the case are interesting and

important, but do not call for much discussion. it is the first point which

raises some difficult questions. Does the trustee in a particular case take such

a complete title to the real estate that she must make conveyance or disuibu.

ticin among the remaindermen, or does the legal title vest directly in the

remaindermen on the death of the life tenant?

.1t is a well-establishedifuleetteat ktrttstee takes alegaltiticcommensurete

ln some cases the trustee takes only 1111 estate for the life of

thaVienatirfollowed by a legel remainder in fee to the remaindennen. In

others the tnistee may take a fee, but On the death of the life tenant the stat-

ute of uses executes the use and the remaindennen get a legal fee." The

result is the same in both these cases. The important point is that in some

trusts the trustee's title ends with the life tenant's death, and the remainder-

men take legal estates in remainder without any conveyance to them.

in the leading case on the point the trust provided that on the death of thelite tenant the trust property should -be divided into two equal parts," one

part to go to A and the other to the testator's heirs. the court held that on the

death of the life tenant the trustee's power aside ceased and the real estate

vested directly in the devisees." in a subsequent case arising out of the same

will, the court further decided the the probate court could not license a sale

of the real estate for the purpose of making distribution, since the leital title

had already vested in the remaindermen.74 It is all a question of wording

‘vhether the legal remainder vesrs directly in the remai»dennen or whether

the tmstee must convey the estate to them, and as in all matters of construc-tion the decisions are not always consistent.

Thus in one ease where the wording was similar to that in the will justdiscussed the court decided the same Nvely,z' while in another case where thelanguage was "then the capital or such deceased child's share shall 1,eequally divided among such issue," the court held that a conveyance by thetrustees to the remaindermen was necessary 'c

72. See Powers Rafferty 11903) 184 Mass. 85, 67 N.E. 1026.

73. Heard v. Read ( iS9f;) 171 NI ass 374„J N.E. t38.

Far tithe( [me the title ested in the retnaindermart without conveyance. see Wit-

hams v. Young Nten's Christian Ass: n 1919) 232 Mass. 472. 122 N.E. 570: Halley v. Smith(191(st 222 tvlass. 600. III N.E. n54.

In Rolland v. Ilainilton (1943131-i Mass. 56,49 1,.E..2d 136: the court held that the inteitstsin the reM estate were not equitable.

74. ileani v. Trull (1899) 175 Mass. 239. 54 N E. 875.

75. Stowell v. Ranlett (1921)23S Mass. 599, 131 N.E. 451.

71i. Sanger v. Rourke i141i ) 209 Mass. 481. 488. 95 N.E. 894.165

78

§ 36:34 CHAPTER 36

On the other hand, where the language of the trust is that on the death of.the IffiTeilairTiEFIrii§killiall convey to the rernaindermen (as in the Roth-well Case) or any other suntlarjanguageimplying an active duty on the.parto ,t...ie..trustee,such as • to convey infeesimple transfer and pay ove...r..thesame in equal shares" to the, rernaindennen." then the legallitte..t:eMaipS in.the trustee, and she must convey. Whether the trustee can sell and distribute_the proceeds or whether her only Power is to make partition by a conveyance_depends on the exact wording oriliecriu-seTTlietrustce's power of sale is ..not alasgltite. It is cotnroensuratc wi h her duties and limited by t I iem"

The foregoing discussion applies only to real estate. As to personal prop-erty the legal title is in the trustee and ordinarily she must convert it into cashand distribute the proceeds, unless she can arrange for distribution in kind.However, the trustee has no primary duty to convert the personal propertyinto cash.' In any event the legal title would not vest in the remaindenuen astenants in common as in the case of real estate."

§ 36:3S. Keeping and Rendering Accounts

The general principles relating to probate accounts have been discussed at

77. -nth v. Ireland (1930)273 Mass. 56, 172 N.E. 865.

For a similar case see Hendrick v. Mitchell (1946) 320 Mass. 155, 161, 69 N.E.2d 466.

78. Allen v. Dean (1889) 148 Mass. 594, 20 N.E. 314.

Scc also Cronan v. Cronan (1934) 286 ivlass. 497, 190 N.E. 721, where the will authorizedthe trustees to sell the real estate at the end of 10 years if they could do so advantageously,and directed them to divide the property into twelfths.

79.1n Phelan v. McCabe (1962) 343 Mass. 585, 179 N.E.2d 887 it had been argued that apublic administrator had a primary duty to liquidate the estate and if she had done so asubstantial loss in the value of securities would have been avoided. The court held there wasno such primary duty.

Since the duties of a trustee after the termination of a trust are comparable to the duties ofan administrator, it would follow that such a trustee has no primary duty to liquidate.

Of course, the distribution of the trust property should be accomplished in a way which ismost advantageous ro the beneficiaries For example, the trustees should take into account thetax consequences of the sale of the trust assets and if such taxes could be avoided by a distri-butior in kind, the latter procedure should be followed if it is otherwise feasible.

See generally, Scott ott Trusts, § 347.3; Restatement of Trusts 2d, § 347, comment e.

See also Gleason v. Hastings (1932) 278 Mass. 409, 180 N.L. 129; Heald v. Read (1897)169 !vials. 216, 47 N.E. 778.

80. Heald v. Trull (1899) 175 Mass. 239, 54 N.E. 875.

As ;•.o final distribution, see § 36:37.

166

A>.

trustees ire.-:•hich a tru:.v..!..t

.eep

if the tres:::..,bate coy::?rob= •

•••',..ich hasobate,trUSI

$1. C.k.3:7:.s sesdon.2..s

SeeeiLtre. in a tr.:z.:ft

$2. Margo: ••:34 Ma.t.

83. in ote: •-•:::t.e. her .7

Maner,that (re

en: and-

the r.:_n

• c

Fox ofN.E..ld 13I. a:;;ralinatc the.ciaduc:.

64. Schati.de7 •Mass_ 419.

Or.lyCreeri

tn..

85. Nia7i.us

SAMPLE OF CORRECTIVE INSTRUMENTS

USED TO CORRECT A CONVEYANCE INTO A NAMED TRUST

RATHER THAN INTO THE TRUSTEE OF THE TRUST

WHEN THE TRUST IS NOT ON RECORD

AND TRUSTEE'S CERTIFICATES ARE BEING RECORDED

IN LIEU OF RECORDING THE TRUST

80

Bk: 55561 Pn: 504

Me 55561 Pg: 604 Doc: DEED

Page: 1 of 10/08/2010 03:20 PM

Grantor: Hartiot Ripley Ross, of Newton, Middlesex County, Massachusetts,

Consideration: Nominal Consideration, less than $100.00,

Grantee: Sam Johnson Memorial Real Estate Trust, under a declaration of trustdated , 2010 and recorded with Middlesex South District Registry of Deeds,with an address of c/o Wendy Carothers, Trustee 2548 N. Ridgeview RoadArlington, VA 22207.

With QUITCLAIM COVENANTS

The land at 46 Converse Avenue, Newton, Middlesex County, Massachusetts, together withany improvements thereon, desctibed in Exhibit "A", attached hereto arid made a parthereof.

The premises are conveyed subject to and with the benefit of all easements, restrictions,rights of way, takings, reservations, exceptions and covenants contained in the deed to thegrantors herein and in all other instruments of record, to the extent restrictions, reservations,exceptions and covenants have not previously terminated or expired.

Being the same premises conveyed to the Grantor hereof by deed dated April 20, 2010 andrecorded with the Middlesex South District Registry of Deeds in Book 54621, Page 163

"4;1 .. .,•,

81

13k: 55561 Pg: 505

The post office address of the property is: 46 Converse Avenue, Newton, MA 02458.

WITNESS my hand and seal this

County of VIAL

On this day of .4 v.t....11 2010, before me, the undersigned notary public,personally appeared l-larriot Ripley Ross; proved to me through satisfactory evidence whichwas a driver's license to be the person whose name is signed on the preceding document;and acknowledged to me that she signed it voluntarily for its stated purpose.

day of a-m

Harriot Ripley Ross

STATE OF CONNECTICUTT

2010:

82

Bk: 55561 Pg: 506

TRUSTEE'S CERTWICATEPURSUANT TO M.G.L. ch. 184 §35

SAM JOHNSON MEMORIAL REAL ESTATE TRUST

I, Wendy Carothers, of Arlington, VA, do hereby state that I am the sole trustee of SAMJOIENSON MEMORIAL REAL ESTATE TRUST u/d/t dated ez,1/2-0 ,(hereinafterreferred to as the "Trust") and certify further as follows:

The Trust is a non-testamentary

2. I have not been removed from office as of the date hereof. In the event there is noother Trustee serving, the outgoing Trustee or all of the beneficiaries may appointa successor by a written instrument, provided however, that if no suchappointment is made, a certification by any person named as a current or as asuccessor Trustee, that such person or any other person is properly serving asTrustee shall be conclusive on all persons.

Pursuant to the provisions of the Trust, the Trustee shall have the absolute powerto sell at public auction, or private sale, and to assign, transfer, pledge, barter orexchange for real or personal property, all or any part of the real or personalproperty, including mortgages now or hereafter held under the trust, at such timeand prices and upon such terms and conditions as the Trustee deems properwithout order or license of the court and to execute any and all deeds and otherinstruments necessary or appropriate to accomplish such sale, and no personaneed rnake any inquiry concerning the propriety of any of the Trustee's actions,and all such actions shall conclusively be presumed to be proper.

4. No filet exists which constitutes a condition precedent to acts by the Trustee orwhich are in any manner germane to affairs of the Trust.

5. Unless sooner terminated, the Trust shall terminate twenty (20) years after thedeath of the original trustee and all of the original beneficiaries.

SIGNED under the pains and penalties of perjury this day of_ Se p+.b e{, 2010:

WITNESS

'endy Caro ers, TRUSTEE

Bk 65561 Pg: 506 Ooc: TRNOT

Pogo: 1 of 2 10108/2010 03:20 PM

83

Bk: 55561 Pg: 507

STATE OF VIRGINIA

County of

On this .21.1 day of 5at 4',r2010, before me, the undersigned notary public,

personally appeared Wendy Carothers; proved to me through satisfactory evidence which

was her driver's license; to be the person whose name is signed on the preceding or

attached document; and acknowledged to me that she signed it voluntarily for its stated

purpose.

V14eNotary PublicMy Commission Expires:

DAVID JOHN EAUMEIERNOTARY PUBLIC

REGISTRATION 111 7322723COMMONWEALTH OF VIRGINIAMY COMMISSION EXPIRES

1Y Y. X14

84

s

Bk: 59388 Pg: 540

SAM JOHNSON MEMORIAL REAL ESTATE TRUST

CERTIFICATE OF TRUSTEE

I, Wendy Carothers, Trustee of the Sam Johnson Memorial Real .Estate Trust (the"Trust"), hereby certify:

I . Thad am the sole Trustee of the Trust which Trust is established underDeclaration of Trust dated 9/24/113, and is registered with the Middlesex County SouthDistrict Registry of Deeds Book 55561 Page 508.

2. That said Trust is in full force and effect as originally executed and has notbeen terminated, revoked, amended, expired or modified in any mariner.

3. That the undersigned Wendy Carothers, Trustee, has been duly authorizedand directed by the beneficiaries of said Trust (who are over the age of majority and arefree of any legal incapacities and none are corporations selling all or substantially all oftheir assets to deliver to Harriot G. Rockefeller, a Quitclaim Deed to that certain parcel ofland with improvements thereon known and numbered as 46 Converse Avenue Newton,Massachusetts ("the Premises") in conformance with the terms of the purchase and saleagreement; and to deliver any and all further instruments and documents and to take anyand all further action necessary in the Trustee's sole discretion to effectuate the transfer ofthe Premises as aforesaid.

4. The execution and delivery of the above-referenced documents andcompliance by the Trust with the terms and provisions thereof do not conflict with orconstitute a breach of or default under any terms, conditions or provisions of any order,writ, injunction, judgment or decree of any governmental authority or of any existingagreement or instrument to which the Trust is a party or to which it is bound.

5. There is no litigation pending or threatened against the Premises.

SIGNATURE BLOCK IS ON THE NEXT PAGE.

0'7 0. i3,;)( of ti•

(( )0V-5-

111BK: 59388 Pg: 540 Doe: OEM'

Page: 1 of 2 08/27/2012 11:60 AM

85

Bk: 59388 Pg: 641

EXECUTED as a sealed instrument this

County of iji% ,

On this 31\ day of December, 2011, before me, the undersigned notary public,

personally appeared Wendy Carothers Trustee of the Sam Johnson Memorial Real EstateTrust, proved to me through satisfactory evidence of identification, which was herdriver's license, to be the person whose name is signed on the preceding or attached

document, and acknowledged to me that she signed it voluntarily for its stated purpose.

day of December, 2011,

Sam Johnson Memorial Real Estate Trust

Wendy Carothers, Trustee

COMMONWEALTH OF VIRGINIA

My Commission expires:

ANOREW I.EF PRICENOTARY P4ILIG

REGISTRATION # 7504443commotortm.rm OF VIRGINIAMY COMMIRSION EXIMIES

APRIL 30, 2016VoRMOIMilarcftwalleirnal.110n

86

Eck: 59388 Pg: 542

!NipElk: 59388 P9: 642 Doc: GONFDEEDPage: 1 of 3 08/2712012 11:60 AM

CONFIRMATORYQuitclaim Deed

GRANTOR: Harriot Ripley Ross now of Newton, MA

GRANTEE: Wendy Carothers, Trustee of Sam Johnson Metnorial Real Estate Trustudt dated 9/24/10 See Trustee's Certificate recorded at Book 55561Page 506

CONSIDERATION PAID: Nominal (less than $100.00)

ADDRESS OF PREMISES: 46 Converse Avenue Newton, MA

With QUITCLAIM COVENANTS

The land at 46 Converse Avenue Newton, Middlesex County Massachusetts, togetherwith any improvements thereon, described as follows:

A certain parcel of land with the buildings thereon situated on Converse Avenue,Newton, Middlesex County, Massachusetts, being shown as Lot 1-A and 2 — B on a planof land entitled "Plan of Land in Newton Mass." dated June 3, 1941, Everett M. Brooks,Civil Engineer, duly recorded with Middlesex South District Deeds, Book 6519 Page 43,to which plan reference is hereby made for a more particular description, and containing8384 square feet of land according to said plan.

This conveyance is made subject to and with the bennow in force and applicable.

efit of easements of record so far as

Being the same premises conveyed to the Grantor byBook 54621, Page 163.

)

ad. nix e7tt,An 0)45.

deed recorded in said Deeds at

87

Bk: 59388 Pg: 543

This confirmatory deed is recorded to clarify that the original decd recorded atBook 55561 Page 504 to Sam Johnson Memorial Real Estate Trust was to WendyCarothers as Trustee of said Trust and that the Trustee's Certificate was recordedherewith.

"THE SAID GRANTOR HEREBY CERTIFIES UNDER PAINS AND PENALTIES OFPERJURY THAT I AM THE ONLY PERSONS WITH HOMESTEAD RIGHTS IN THEPREMISES AND THAT THOSE RIGHTS ARE HEREBY RELEASED."

SEE SIGNATURE BLOCK ON THE NEXT PAGE

88

Bk: 59388 Pg: 544

Executed as a sealed instrument this day of December, 2011.

Harriort Ripley Ross

STATE OF CONNECTICUT

County of kJ/

On this ± day of December, 2011, before me, the undersigned notary public,personalty appeared Harriot Ripley Ross; proved to me through satisfactory evidence which washer driver's license; to be the person whose name is signed on the preceding or attacheddocument; and acknowledged to me that she signed it voluntarily for its stated purpose.

NoMy 0111111 1 Expires: .3//26/.2,

89

Bk: 593E03 Pg: 545

$k 50388 Py 646 Doc; DEEDPage: 1 of 2 06/27/2012 11:50 AM

(Quitclaim Deed

GRANTOR: 'Wendy Carothers, Trustee of Sam Johnson Memorial Real Estate Trustudt dated 9/24/10 Sec Trustee's Certificate recorded at Book 55561Page 506

GRANTEE: Harriot G. Rockefeller of 46 Converse Avenue Newton, MA

CONSIDERATION PAID: Eight Hundred and Twenty Five Thousand Dollars($825,000.00)

ADDRESS OF PREMISES: 46 Converse Avenue Newton, MA

With QurraAim COVENANTS

The land at 46 Converse Avenue Newton, Middlesex County Massachusetts, togetherwith any improvements thereon, described as follows:

A certain parcel of land with the buildings thereon situated on Converse Avenue,Newton, Middlesex County, Massachusetts, being shown as Lot 1-A and 2 — B on a planof land entitled "Plan of Land in Newton Mass." dated June 3, 1941, Everett M. Brooks,Civil Engineer, duly recorded with Middlesex South District Deeds, Book 6519 Page 43,to which plan reference is hereby made for a more particular description, and containing8384 square feet of land according to said plan.

This conveyance is made subject to and with the benefit of easements of record so far asnow in force and applicable.

Being the same premises conveyed to the Grantor by deed recorded in said Deeds atBook 55561, Page 504. See also Confirmatory Deed recorded herewith.

"THE SAID GRANTOR HEREBY CERTIFIES UNDER PAINS AND PENALTIES OFPERJURY THAT I AM THE ONLY PERSON WITH HOMESTEAD RIGHTS IN THEPREMISES AND THAT THOSE RIGHTS ARE HEREBY RELEASED."

MASSAOHUSETTS EX TAXSouthern Mtddleeex DI hint MOO U 001

Date: 06/27/2012 11:

Otrif 170118 21053 Doc# 00130858

Fee: 55,762.00 Cone: 6826.000.00

90

Bk: 59388 Pg: 546

Executed as a sealed instrument this day of December, 2011.

Wendy Carothers, TrusteeSam Johnson Memorial Real Estate Trust

State of Virginia

On this /2-- th day of December, 2011, before me, the undersigned notary public,personally appeared Wendy Carothers, Trustee of Sam Johnson Memorial Real EstateTrust proved to me through satisfactory evidence which was her driver's license; to bethe person whose name is signed on the preceding or attached document; andacknowledged to me that she signed it voluntarily for its stated purpose.

My Commission Expires:

ANDREW LEE PRICENOTARY PUBLIC

REGISTRATION 4✓ 7504443COMMONWEALTH OF VIRGINIAMY COMMISSION EXPIRES

APRIL 30, 2010

91