Complaint,Petition: IN THE MATTER OF THE DECLARATION OF TRUST FOR SHEILA CORRY TRUST

• 
• 
• 
• 
• 
• 
• 
• 

						
                                
Preview
                                EIGHTEENTH FLOOR:

SAN FRANCISCO, CA 94111-3598

SHARTSIS FRIESE LLP
ONE MARITIME PLAZA.

Oo 'e A DA WA PB WON

NY NY NY HY KN KN NON HB! Be Be Be Be eB Be
oI A aA Bo fF SO MO ADA HA BONS S

Facsimile:

SHARTSIS FRIESE LLP

JOHN J. STEIN (Bar #253777)
jstein@sflaw.com

DIEGO B. FLORES (Bar #324603)
dflores@sflaw.com

One Maritime Plaza, Eighteenth Floor
San Francisco, CA 94111-3598
Telephone: (415) 421-6500
(415) 421-2922

Attorneys for Objectors
Jennifer Corry and Colleen Kellison

el lly
tay Supa Court Cadena County an Maes

% 10/11/2019 11:30 AM

* i

l
San Francisco County Siperio Court
AUG 03°2020

CLERK She we COURT
BY:

Deputy Clerk

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OFSNBHNTS 9.393793.

IN RE THE MATTER OF THE

DECLARATION OF TRUST FOR SHEILA
CORRY

Case No. 19-PRO-01130

OBJECTORS JENNIFER CORRY AND
COLLEEN KELLISON’S
PRELIMINARY RESPONSE TO
PETITION FOR REMOVAL OF
TRUSTEE, ETC., AND REQUEST FOR
CONTINUANCE FOR THE PURPOSES
OF ALLOWING RESPONSES AND

OBJECTIONS TO BE MADE IN
WRITING

Date: October 15, 2019
Time: 9:00 a.m.

Dept.: 28, Probate

Judge: Hon. George A. Miram

Petition Filed: August 30, 2019

Case No.
19-PRO-01130

PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
TRUSTEE, ETC., AND REQUEST FOR CONTINUANCEEIGHTEENTH FLOOR,
SAN FRANCISCO, CA 94111-3598

SHARTSIS FRIESE LLP
ONE MARITIME PLAZA.

Cm ND HW PF WY Hw

YN YY YN NK KD See ee ee Be ee
orXQdIan Fo H FF 5S OD wmAAKRAA WHR DH HE DS

Objectors Jennifer Corry and Colleen Kellison hereby submit this Preliminary Response
to Petition for Removal of Trustee, etc., and Request for Continuance for the Purposes of
Allowing Responses and Objections to Be Made in Writing and allege as follows.

I. INTRODUCTION

Sheila Corry (“Sheila”) immigrated to the United States from Ireland in 1959 and
experienced impressive prosperity over the next 60 years, accumulating millions of dollars in real
estate assets during her lifetime. This wealth was eventually placed into the revocable trust
created in 2008 that is at the center of this lawsuit. Though Sheila experienced striking financial
success, the Corry family was not without its problems. Sheila’s two sons—Petitioner Eamon
Corry (“Petitioner”) and Benard Corry (“Bemard”)—despise each other, a fact that-has defined
much of the family’s interaction for years. Compounding the difficulties, Petitioner has an
extensive history of alcohol abuse and hospitalizations caused thereby, violent outbursts,
encounters with law enforcement, and jail time.

While Sheila was willing to try to navigate the unceasing disputes between her sons,
Petitioner’s other destructive tendencies eventually spurred her to action. Specifically, after years
of tolerating Petitioner’s ruinous antics, Sheila evidently grew fed up, removed Petitioner as a
beneficiary of her revocable trust, and replaced him with his daughters (i.e,, her granddaughters),
Objectors Jennifer Corry (“Jennifer”) and Colleen Kellison (“Colleen”).

Sheila died in April 2019, and shortly thereafter, Petitioner initiated the instant litigation,
contending that his brother, Bernard, had improperly caused Sheila to alter her estate plan to
remove Petitioner, among other malfeasance. Petitioner seeks various forms of relief, including
unwinditf% ‘the trust instrument that named his daughters beneficiaries of Sheila’s trust.-~Thus;
while Petitioner’s allegations of wrongdoing are targeted exclusively at his brother, they will
necessarily have a negative effect on Jennifer and Colleen if successful. As a result, Jennifer and
Colleen intend to actively participate in this lawsuit.

By this filing, Jennifer and Colleen request that this matter be continued to allow them
additional time to investigate and analyze the matters raised by their father’s pleading and reduce
their objections and responses to writing. Further, Jennifer and Colleen recognize that,

-1-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCESHARTSIS FRIESE LLP
ONE MARITIME PLAZA
EIGHTEENTH FLOOR
SAN FRANCISCO, CA 94111-3598

notwithstanding their request for a continuance, the Court may wish to take up at the initial
hearing in this matter Petitioner’s requests that the current trustee of Sheila’s trust be suspended
and ordered to account. Jennifer and Colleen therefore offer their positions on those two issues so
that the Court may consider them in advance of the October 15, 2019 hearing.

I. BACKGROUND INFORMATION

Jennifer and Colleen are granddaughters of Sheila, settlor of the Sheila Corry Trust Dated
May 7, 2008 (“the Trust”), and daughters of Petitioner. A true and correct copy of the 2008
instrument establishing the Trust is attached hereto as Exhibit A. Sheila named herself the
Trust’s initial trustee and was the sole beneficiary of the Trust during her lifetime. See Ex. A at 1,
7. Under the 2008 Trust instrument, upon Sheila’s death and after the payment of various
expenses, the Trust estate was to be distributed to Shelia’s two sons: Petitioner and Bemard. See
Ex. A at 7-9, Co Be ne

In August 2010, Sheila executed the First Amendment to Trust (the “First Amendment”),
a true and correct copy of which is attached hereto as Exhibit B. While the 2008 Trust instrument
identified Petitioner and Bernard as successor co-trustees of the Trust, the First Amendment
identified a different individual as first successor trustee. See Ex. B at 1. On or around March 10,
2011, Sheila unwound the First Amendment by executing the Second Amendment to Trust (the
“Second Amendment”), the effect of which was to again nominate Petitioner and Bernard as first
choice to serve as successor co-trustees of the Trust. A true and correct copy of the Second
Amendment is attached hereto as Exhibit C.

Petitioner has lived a deeply troubled life, and there is little reason to believe he will ever
become an upstanding citizen. He has abused alcohol for years and is prone to violent outbursts.
Petitioner physically assaulted Colleen (i.e., his daughter), and as a result, a restraining order was
issued and Petitioner was sentenced to jail time. Petitioner has been arrested for driving under the
influence repeatedly. Petitioner has also been arrested for driving with a suspended license,
among other offenses. Jennifer and Colleen are informed and believe that, during one of his
encounters with law enforcement, Petitioner attempted to evade arrest by fleeing police, only to

be apprehended shortly thereafter by officers who were fleeter of foot than he was. Petitioner’s

-2-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCEa of
a 883
Boas
BEES
gaay
ESeo
° 8

substance abuse issues have resulted in multiple hospitalizations, none of which have altered his
destructive alcohol consumption or spurred him to find an effective treatment for his ongoing
problems. In sum, Petitioner has spent a significant portion of the last decade inebriated and/or
working his way through San Mateo County’s criminal justice system, and there is no indication
that the foreseeable future will be different.’

In apparent response to Petitioner’s behavior, on or around May 12, 2016, Sheila executed

the Third Amendment to Trust (the “Third Amendment”), a true and correct copy of which i is
attached "hereto as Exhibit D. The Third Amendment removed Petitioner as a beriéficiary of the
Trust and replaced him with his daughters, Jennifer and Colleen. See Ex. D at 2. The Third
Amendment similarly removed Petitioner as a potential successor trustee of the Trust.

On or around March 20, 2018, Sheila executed the Fourth Amendment to Trust
(Resignation of Trustee) (the “Fourth Amendment”), a true and correct copy of which is attached
hereto as Exhibit E. Pursuant to the Fourth Amendment, Sheila resigned as trustee of the Trust,
whereby Bernard replaced her. Jennifer and Colleen are informed and believe that Bernard.alone
has served continuously as trustee of the Trust since March 20, 2018 and that Sheila executed no
other amendments to the Trust.

Sheila died on April 30, 2019. Jennifer and Colleen have been provided little information
about the Trust, its assets, or its administration since her passing. They are informed and believe,

however, that the Trust estate includes substantial assets, including millions of dollars of real
it
estate holdings.

Tl. REQUEST FOR A CONTINUANCE
On August 30, 2019, Petitioner instituted this litigation, filing his Petition for Removal of

Trustee; Accounting; Appointment of Successor Trust; Breach of Trust and Fiduciary Duty (the
“Petition”). Petitioner served the Petition by mail more than a week later. Though the Petition is

plainly targeted at Bernard, Petitioner’s allegations and requests for relief directly implicate

TA cursory search of Petitioner’s name on the Court’s case information portal returns the
following criminal matters relating to Petitioner, among others: (1) NM387913A; (2)
NM399357A; (3) NM439436A; (4) NM439420A; (5) 15-NM-000765-A; (6) 16-NM-008005-A;
(7) 17-NM-012661-A; and (8)17-NM-005465-A.

-3-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCE

awit58
ANQe=
Bees
2e88
2226
ag

oC ON DA HU PR WHY

Yb oN NY NY YN NY YN BB ewe Be ewe eH Ye Boe
& Ua & BOK TF Fe RDAE GE BHR S

Jennifer’s and Colleen’s interests in the Trust. Most notably, Petitioner requests, among other
relief, that “the Third... Amendment{] to the trust . . . be stricken and voided and invalidated,”
presumably on the basis of Petitioner’s allegations that Bernard exercised undue influence over
Sheila, affected her actions through duress, and defrauded her. See Pet., {{]9-10, 12, Prayer, 5.

Invalidating the Third Amendment, however, will necessarily remove both Jennifer and Colleen
A

_as beneficiaries of the Trust. Petitioner may have been primarily interested in attacking his

brother but given the effect his pleading could have on his daughters, Jennifer and Colleen intend
to be active participants in this litigation.

“Probate Code Section 1043(a) provides that “[a]n interested person may appear and make
a response or objection in writing at or before the hearing.” Probate Code Section 1043(b) gives
the Court discretion to “grant a continuance for the purpose of allowing a response or objection to
be made in writing.”

Jennifer and Colleen intend to object to various matters raised in the Petition. However,
they only recently have been able to engage counsel in this matter. Moreover, Jennifer and
Colleen require additional time to further investigate and analyze the facts and legal issues raised
by the Petition. As part of their investigation, Jennifer and Colleen intend to avail themselves of
their right under Probate Code Section 16061 to make reasonable requests for information of
Bernard; who (as trustee) controls significant information about the Trust. Further investigation
and analysis will allow Jennifer and Colleen to more fully evaluate the matters put in issue by the
Petition and will likely narrow the case by decreasing the likelihood that Jennifer and Colleen will
bé required to assert broad objections simply to preserve their rights.

As such, Jennifer and Colleen respectfully request that the Court continue this matter and
provide them a reasonable amount of time to investigate and analyze the issues raised by the

Petition and reduce their objections and responses to writing.

IV. POSITIONS REGARDING SUSPENSION OF THE TRUSTEE AND ORDERING
AN ACCOUNTING ©

Jennifer and Colleen believe that, notwithstanding their request for a continuance, the

Court may want to take up two issues raised in the Petition at the initial hearing: (1) the request

-4-

Case No. = PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCESHARTSIS FRIESE LLP.
ONE MARITIME PLAZA.
EIGHTEENTH FLOOR
SAN FRANCISCO, CA 94111-3598

Cm YD WwW BF WN Hw

RY NY MY YP NR NNN BBY Bee Be eH eB eB eB
oN A A FB BH F&F SF O©O wM AAA ROH ES

that Bernard be suspended and (2) the request for an accounting. Each request is addressed in
turn below.

A. Suspension of Bernard’s Powers as Trustee

_ Jennifer and Colleen have no objection to Bernard’s suspension. Deep animosity between
Petitioner and Bernard has defined their relationship for years. Underscoring that fact, Petitioner
tellingly attached only one exhibit to the Petition: a 2008 settlement agreement resulting from
“{aJn irreconcilable dispute between” Petitioner and Bernard. See Pet., Ex. A at 1. Jennifer and
Colleen are concerned that proper administration of the Trust will be secondary to Petitioner and
Bernard searching for new conflicts in their long-running feud.

If the Court is inclined to suspend Bernard, Jennifer and Colleen object to the appointment
of Petitioner as temporary trustee. As the above discussion of Petitioner’s issues with alcohol
abuse, violent outbursts, and law enforcement demonstrates, Petitioner is poorly suited to serve as
a fiduciary, much less a fiduciary charged with managing a Trust with millions of dollars of
assets, the beneficiaries of which are a brother he detests and daughters who he wants to see
removed as beneficiaries for his own gain. Moreover, Petitioner and Bernard have been engaged
in ongoing arguments for substantial portions of their lives, and there is little reason to believe
that the animosity and discord will be diminished if Petitioner replaces Bernard as trustee (cither
on a temporary or permanent basis) or that the Trust and its beneficiaries will benefit from such.a
scenario.

Jennifer is nominated as a potential successor trustee in a currently operative Trust
instrument. See Ex. D. If the Court suspends Bernard’s powers as trustee, however, Jennifer has
no interest in becoming trustee, particularly now that the Trust has been plunged into litigation
over various disputes between her father and her uncle. Instead, Jennifer and Colleen propose
that, if the Court is inclined to suspend Bernard, he be replaced with a professional trustee
selected by the parties. If the parties cannot agree to a professional trustee, each party should
submit a preferred professional trustee to the Court, and the Court can select the temporary trustee

from among the candidates provided. foe ee ee f

-5-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCEBees
Eee
BSED

YPN NY NY BPN NN YN Be ee Be we ewe ewe ewe ee
oad Awa Bo NSO F&F FS © w® AAA BR HoH KE TS

oc Oo IY DA HU BP WN

B. Order for Bernard to Render an Accounting
The Petition requests that Bernard be required to provide an accounting from the Trust,

though the Petition is less than clear regarding how far back that accounting should extend. See
Pet., Prayer, 94. Notwithstanding that ambiguity, Jennifer and Colleen agree that an accounting
for the Trust is appropriate and should be ordered.

Probate Code Section 16062 provides that “the trustee shall account at least annually, at
the termination of the trust, and upon a change of trustee, to each beneficiary to whom income or
principal is required or authorized in the trustee’s discretion to be currently distributed.” Probate
Code Section 16061 similarly provides that, “on reasonable request by a beneficiary, the trustee
shall report to the beneficiary by providing requested information to the beneficiary relating to the
administration of the trust relevant to the beneficiary’s interest.” A trustee’s duty to provide
information is generally understood to be independent of, and potentially broader than, the duty to
account. See, e.g., Cal. Law Revision Com. com. to Prob. Code §16061; Cal. Trust and Probate
Litigation (CEB 2019) § 13.1. : :

‘Jennifer ‘and Colleen are informed and believe that Bernard began operating.as the
trustee of the Trust in March 2018. No accountings for the Trust have been provided to Jennifer
and Colleen, and they are informed and believe that Bernard has not prepared any accountings
while trustee.

The Trust allows any beneficiary to request accountings in accordance with the provisions
of the Probate Code. See Ex. A at 17. Jennifer and Colleen are hereby making such a request.
Thus, consistent with Sections 16061 and 16062 and the Court’s inherent equitable powers,
Bernard should be ordered to provide, at minimum, an accounting for the Trust extending back to
March 20, 2018. See also Christie v. Kimball, 202 Cal. App. 4th 1407, 1413 (2012) (discussing
the Court’s ability to issue sua sponte orders to render accountings pursuant to general power and
duty to supervise the administration of trusts).

Vv. PRAYER
~ WHEREFORE; Jennifer-and Colleen request that the Court order.the fellowing.at the
initial hearing in this matter:

-6-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCE= 8
esos
Hels
ag

10
11
12
13

14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Fw NI

Oo em NIN DA

That this tatter be continued fora reasonable time to allow Jennifer and Colleen

to investigate the i issues raised i in the Petition and ‘provide responses and objections thereto i in
writing;

2. That, if the Court is inclined to suspend Bernard, he be replaced with a

“professional trustee of the parties’ selection or, if the parties cannot agree on a professional

trustee, each party submit a potential professional trustee to the Court and the Court select the
temporary trustee from the candidates submitted;

3. That Bernard render an account of the Trust in the format required by Probate
Code Section 16063 extending back to, at least, March 20, 2018; and

4, For such other relief as the Court may deem proper and just.

Dated: October 11, 2019 SHARTSIS FRIESE LLP

Le

ve - By: > JOAN. STEIN ss]

Attorneys for Objectors
Jennifer Corry and Colleen Kellison

-7-

Case No. PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF
19-PRO-01130 TRUSTEE, ETC., AND REQUEST FOR CONTINUANCEMARITINE PLAZA

NE

EIGHTEENTH FLOOR
SAN FRANCISCO. GA 4114-3858

SHARTSIS. FRIESE.LLP
oO

VERIICATION

“1, deunifer Cory, have read the fnsgoing ORIECTORS JENNIFER CORRY AND | ~
COLLEEN KELLISON'S PRELIMINARY RESPONSE ‘TO PETITION FOR:REMOVAL OF
TRUSTEE, ETC. AND REQUEST FOR CONTINUANCE FOR THE PURPOSES OF
ALLOWING RESPONSES AND OBJECTIONS TO BE MADE IN WRITING and know the
contents thereof. ‘The matters'set forth therein are true to my own knowledge, except as to those
inatiers Uist aie, slated onmy information and belicf, and as.to those matters, T believe them:to be-

true. . Sn

I declaré under penalty ef perjury under the [aws of the State of California that the

foregoing is true and correct, :

Executed on: Qetober “1 A » 2019, atdouth Say, FeandsQissmnia

-9-

Case Ni PRELIMINARY RESPONSE TO PETITION FOR REMOVAL
19- PRO- 01130 OF TRUSTEE, ETC., AND REQUEST FOR CONTINUANCE,s
3 8
aeSe
wot
FOS
Bat
recs
wees
NEES
2eue
BSe5
B25
LBoS
£50
a Zz

&

OO at A wR Ww

Case No.
__19-PRO-01130

VERIFICATION
I, Colleen Kellison, have read the foregoing. OBJECTORS JENNIFER CORRY AND
COLLEEN KELLISON’S PRELIMINARY RESPONSE TO PETITION FOR REMOVAL-OF .
1 ETC, AND RAQUBST FOR CONTINUANCE FOR THE PURPOSES OF
ALLOWING RESPONSES AND OBJECTIONS TO BE MADE IN WRITING and know the

TRUS

contents thereof, The matters.set forth therein are true to my own knowledge, except as to those.
matters that arc stated-on. my. information and belief, and as to those matters, | belicve them to be
true.
1 declare-under penalty of perjury under the laws of the State’ of California that the
foregoing is tree and correct.
-Executed on October G] , 2019, at Srey:
bro Kohan

AS SOLTEEN RELLISON

o raneiee California,

-10-

ESPONSE TO PETITION FOR REMOVAL
ty AND REQUEST POR CONTINUANCEEIGHTEENTH FLOOR
SAN FRANCISCO, CA 94111-3598

SHARTSIS FRIESE LLP
ONE MARITIME PLAZA

on PROOF OF SERVICE

I, Lisa Jensen, declare: ~—e

I am a citizen of the United States and employed: in the City and County of San
Francisco, California by Shartsis Friese LLP at One Maritime Plaza, Eighteenth Floor, San
Francisco, California 94111. I am over the age of eighteen years and am not a party to the
within-entitled action.

On October 11, 2019 at Shartsis Friese LLP located at the above-referenced address, and,
pursuant to California Rules of Court, Federal Rules of Civil Procedure, Civil Code ‘of

Procedure, and local rules, I served on the interested parties in said cause a copy of the within
document(s):
OBJECTORS JENNIFER CORRY AND COLLEEN. KELLISON’S

PRELIMINARY RESPONSE TO PETITION FOR REMOVAL OF TRUSTEE, ETC.,
AND. REQUEST FOR CONTINUANCE FOR THE PURPOSES OF ALLOWING

-RESPONSES. AND. OBJECTIONS TO BE MADE IN WRITING . coven ete

VW] by placing the document(s) listed above in a sealed envelope with postage thereon
fully. prepaid in accordance with the firm’s practice, of which I am familiar, of
collection and processing correspondence for mailing on the same day to the
person(s) at the address(es) set forth below:

O by consigning the document(s) listed above to an express delivery service for
guaranteed delivery on the next business day to the person(s) at the address(es) set
forth below:

O by personal delivery by messenger service of the document(s) above to the
person(s) at the address(es) set forth below:

Oo by facsimile transmission on this date before 5:00 p.m. (PST) of the document(s)
listed above from sending facsimile machine main telephone number (415) 421-
2922, and which transmission was reported as complete and without error (copy

of which is attached), to facsimile number(s) set forth below: ( by agreement /
O not by agreement)
Cys by electronically delivering the document(s) listed above on this date from
~ ”~cléctronié “address ‘sflaw.com, and after which transmission I did~not receive

within a reasonable time any electronic message or other indication that the
transmission was unsuccessful, to electronic mail address(es) set forth below:

(dd by agreement / O not by agreement)
-10-

PROOF OF SERVICESHARTSIS FRIESE LLP
ONE MARITIME PLAZA
EIGHTEENTH FLOOR
SAN FRANCISCO, CA 941113598

eo em IY DA KR wWwN

PNR yy YPN NY DW = Soe ee
& 2 Ah FOS fF FS 6b er AGERE BHR S

foregoing is true and correct.
oe abe. coe wee

8544553

ry ~~ by E-Service-in-conjunction with E-Filing the document(s)-listed above-threugh-

an e-filing vendor approved by this Court. The name of the vendor and the|

transaction receipt I.D. are given in the vendor’s emailed Notification of Service,

SERVICE LIST

Maureen S. McFadden, Esq,
Riordan Sykes McFadden, P.C.
377 West Portal Avenue, Suite B
San Francisco, CA 94127

Bradley Kass, Esq. Attorneys for Petitioner Eamon
Kass & Kass Law Offices Corry

1900 S. Norfolk Street, Suite 265

San Mateo, CA 94403

Bernard Corry
1087 Springfield Drive
Millbrae, CA 94030

I declare under penalty of perjury under the laws of the State of California. that. the |.

Executed on October 11, 2019, at San Francisco, California,

'

Pads Ss Jensen

-ll-

PROOF OF SERVICE_ EXHIBIT ADECLARATION OF TRUST
FOR SHEILA CORRY

I, SHEILA CORRY, of the City and County of San Francisco, California as settlor (herein called
"Trustor") declare that Ihereby set aside, hold in trust, and transfer in trust to SHEILA CORRY of the City
and County of San Francisco, California as trustee (herein called "Trustee"), all of her right, title and
interest in the property described in Exhibit A attached hereto. Such property will constitute, together with
any other property that may become subject to this Declaration of Trust, the "trust property" or "Trust
Estate," to be held, administered, and distributed by the Trustee as provided in this Declaration of Trust.
Trustor solemnly makes this Declaration of Trust so as to. create a valid revocable living trust. Trustor
affirms that Trustor is of sound and disposing mind and memory, and that Trustor is not acting under
mistake, duress, menace, fraud or undue influence of any person in making this Declaration of Trust. The
trust created by this Declaration of Trust shall be known as the "SHEILA CORRY TRUST DATED MAY
: 7, 2008," and all references herein to "the trust" refer to and meat this trust.

By this Declaration of Trust ("Declaration"), Trustor intends to create a revocable living trust for
Trustor’s exclusive benefit during Trustor’s lifetime, This trust shall be irrevocable on Trustor's death,
After Trustor's death, the Trust Estate shall be distributed as provided herein. Upon signing this
Declaration, Trustor declares that Trustor holds the property described in Exhibit A as trustee of this trust.
‘Trustor intends to create a valid express trust under the laws of the State of California, including Probate

Code §15200 et. seq.

By this Declaration, Trustor hereby revokes her existing revocable trust known as the Sheila Corry
Revocable Trust dated April 29, 1997, including any amendments thereto (the “1997 Trust”). This trust
shall completely supersede and replace the 1997 Trust. All property and accounts currently held in the
1997 Trust shall be treated as withdrawn by Trustor from the revoked 1997 Trust, and as declared to held
in and transferred to this trust effective as of the date of this Declaration. ~ :

wi Gl.ws,

The purposes of this trust are as follows: to hold, manage and use the Trust Estate during Trustor's
life for Trustor's sole and exclusive benefit; and to avoid the cost, inconvenience and formalities of probate
or other legal proceedings upon Trustor's death, By creating this trust, Trustor intends for the Trustee to
manage, protect, expend and apply the Trust Estate for the benefit of Trustor during Trustor’s life, It is
a not a material purpose of this trust to provide for, or leave anything to, the other beneficiaries named
herein, but only such property as should then remain in the "Trust Estate" upon Trustot's death.

AA the time Gf this Declatation, Tristor is a widow. Trustor has two living children, BERNARD
CORRY and EAMON CORRY. Trustor has no predeceased children. The ultimate beneficiaries of the
Trust are BERNARD CORRY and EAMON CORRY and if either should predecease Trustor, then such
child’s share shall go to his surviving issue by right of representation. :

ARTICLE 1 RIGHTS RESERVED TO TRUSTOR
Creation of Trust

Section 1.01. Trustoris the owner of property described in Exhibit A. Trustor declares that Tiustor
holds such property as Trustee of this trust and hereby creates a trust under California Probate Code
§15200(a). The trust in relation to all personal property described in Exhibit A shall be valid, without any
more or further acts, as provided under California law. Further, Exhibit A is a written instrument signed
bythe Trustee. Thus, the trustin relation to any real property described in Exhibit A shall be valid, without
more, under the Statute of Frauds. See Probate Code §15206(a). In addition, Trustor may convey or cause
to be conveyed to the Trustee title to any real property. See Probate Code §15206(b). By this Declaration,
Trustor properly manifests an intention to create a trust. Further, there is trust property, there is a trust
purpose, and there is a beneficiary. A valid trust shall be created by this Declaration under Californialaw. . |
"The validity of this trust shall be unaffected by the rights reserved to Trustor hereunder, including Trustor's
power to revoke this trust, in whole or in part. See Probate Code §15400 et. seq.Additions to Trust

Section 1.02. Trustor has the right at any time, either during Trustor’s life or by Will at Trustor’s
death, to add other property, in addition to the property described in Exhibit A, to the trust created by this
Declaration, Such property, when received and accepted by the Trustee, shall become a part of the Trust

Estate.

(a) While Trustor serves as Trustee, any property added to the trust as provided in this Section
A 02(a) shall be considered received and accepted by the ‘Trustee, and held as part of the Trust Estate,
without any other kind of notice, or formal acknowledgment ‘of receipt and acceptance by the Trustee, or ©
conveyance of title to property. During the Trustor's life and while Trustor serves as Trustee, Trustor may
* add property to the Trust Estate by listing such property on the "Continuation of Exhibit A" in her own
handwriting (or typing or otherwise listing the property thereon), and signing Trustor’s hereto. Trustor's
listing of the property on the "Continuation of Exhibit A" and signature thereto shall constitute a
declaration that Trustor holds such property in trust as Trustee under this Declaration, Such declaration
shall be made in accordance with Probate Code §15200(a), shall be a valid addition of personal property
to the trust, and shall be a valid addition of any real property to the trust under Probate Code §15206(a),
without any more or further acts required of Trustor and Trustee. In particular, the signed "Continuation
of Exhibit A" is a written instrument signed by the Trustee as required for the validity ofa trust in relation

to any real property.

(b) If Trustor does not then serve as Trustee, Trustor may add property to the trust during Trustor’s
-life by-delivering-td‘the Trustee’a.copy.of any signed writing adding such property to the trust, Such _
property will be deemed to be accepted by the Trustee unless the Trustee sends a written objection to
Trustor. In the case of any real property, Trustor's writing shall be delivered to the Trustee for her signed °
acceptance, The Trustee may, but is not required to, return a signed, accepted copy of the writing to
Trustor, The addition of any real property to the trust shall be effective upon the Trustee's signature as
provided under Probate Codé §15206(a). Real property may also be added to the trust by any writteninstrument signed by Trustor conveying title to the property as provided under Probate Code §15206(b),
or by deed, delivery of possession, change of title, or any other valid means of transfer.

(0) A conveyance or change in title to property shall not be required for the creation of the trust
or for the addition of any property thereto as long as the property is listed in Exhibit A or has been added
to.Exhibit A as provided in this Section, 1,02, or otherwise constitutes the valid creation of a trust or

addition or transfer of property thereto under California law.

@ Upon Trustor's death, Trustor may devise or bequeath property to the trust under Trustor’s Will
“ormay pisvide for the transfer of non~ probate assets to the trust through any appropriate means, including
naming the trust as a beneficiary of any such property, and such property shall be received and accepted
by the Trustee and constitute part of the Trust Estate.

(©) The provisions of this Section 1.02 for additions of property to the trust by Trustor are not in
any way exclusive rules, and shall be in addition to any other valid means of adding property to the trust

under California law.

() Any person other than Trustor may add property to the trust by any valid means of transfer to
the trust. However, such person shall be treated as making an irrevocable gift to the trust and its
beneficiary, and stiall not be considetéd 4 séttlor or trustor of this trust, Any addition to the trust by another

person shall be subject to the receipt and acceptance of the property by the Trustee, as well as the
acceptance of Trustor during Trustor's life, which acceptance shall be in writing and signed by the Trustee

and Trustor (if then living),
Power to Change or Revoke Trust

Section 1.03. While living, the Trustor may, at any time and from time to time, by written notice
signed by the Trustor and delivered to the Trustee:

eee = at Va.(a) Revoke or change the interest of any income or remainder beneficiary named in this Declaration
or in any amendment hereto;
(b) Add new beneficiaries to the trust;
~~) Amend any provision of this Declaration or any ameridment hereto to such extent asmay be
acceptable to the Trustee;
(@) Revoke in whole or in part the trust;
(e) Withdraw all or any part of the trust property from the Trust Estate (as provided in Section

1.04); or
(f) Discharge the Trustee at any time without cause and substitute anew Trustee, including Trustor.

Withdrawals From Trust

Section 1.04. Trust property shall be withdrawn from the Trust Estate only if written notice of a
stated intention to revoke or modify the trust or to otherwise withdraw property fro the Trust Estate is
signed by the Trustor and delivered to the Trustee. Alternatively, if Trustor then serves as Trustee, Trustor
shall withdraw property from the Trust Estate by either: (i) amending Exhibit A to delete such property and
signing Trustor’s name thereto; or (ii) transferring the trust property, or income, proceeds or new property
resulting therefrom, as a gift or other transfer to another person (not including Trustor or a nominee),
thereby manifesting an intention to withdraw such property from the trust. As provided in Section 3.02,
‘Trustor may hold or take title to trust property in Trustor’s own name (or in the name of a nominee) at any
time and for whatever reason while Trustor serves as Trustee. In that event, such property shall not-be
considered withdrawn from the Trust Estate, For example, Trustor may hold or take title to trust property
in Trustor’s own name for purposes of borrowing money, obtaining financing, disposing of the property
or other reasons, and such property, as well as the income, proceeds or new property resulting therefrom,
shall remain part of the Trust Estate unless Trustor withdraws such property from the trust as provided i in
this Section 1.04. The purpose of this provision is to ensure that the trust is not inadvertently revoked or
modified, and that the trust property is not inadvertently withdrawn from the Trust Estate. This Section
1.04 provides exclusive rules for withdrawing any property from the trust. In all events, if Trustor holds
or takes title to trust property in Trustor’s name (or in the name of a nominee) at the request ofa lender or

athe 5third party or by mistake or for convenience or any other reason, the property shall remain trust property
and be part of the T: ‘Hist Estate unless Trustor withdraws the property from the Trust Estate as: provided in
this Section 1.04,

Transmutation of Trust Property

Section 1.05. Under the provisions of Section 1.04 and this Section 1.05, no changes in or
transmutation of trust property shall constitute a removal or other withdrawal of such property from the
Trust Estate, absent a withdrawal of such property by Trustor as provided in Section 1.04, Any property
derived from trust property shall remain trust property and be part of the Trust Estate, including (but not
limited to) income, profits, gains, windfalls, proceeds, accretions, rollovers, acquisitions or other receipts
of new property that are in any way attributable to, connected with, or arising out of trust property or the
disposition of trust property. For example, if trust property (including property described in Exhibit A or
added to the trust under Section 1,02) is sold, exchanged, or otherwise disposed of, the proceeds or new
property resulting therefrom shall be and remain trust Property. If such proceeds are used to purchase
property or invested i inan account, such property or ‘account shall be and remain trust property. “Te trust
property (including any property derived therefrom) is commingled with property that is not trust property,
or if trust property is held or applied for the Trustor’s benefit in any manner, all of the resulting property
shall be included and treated as part of the Trust Estate. This Section 1.05 shall not be construed as
limiting the right of Trustor to revoke or modify the trust or to withdraw property from the Trust Estate
as provided in Section 1.04. Once property is so withdrawn from the trust, any property resulting from the
withdrawn property shall also be withdrawn from the trust,

Trust Irrevocable on Death of Trustor

Section 1.06. Upon the death of Trustor, and only upon such death, the trust created by this
Declaration shall become irrevocable and not subject to any revocation, amendment or change. Prior to.
Trustor's death, the trust is revocable by Trustor, in whole or in part, as provided in Section 1.03. This trustmaybe revoked only by a writing (other than a Will) signed by Trustor and delivered to the Trustee during
the lifetime of Tristor. ss cosets vege

ARTICLE 2, DISTRIBUTIONS BY TRUSTEE
Net Income to Trustor

Section 2.01. During the life of Trustor, the Trustee shall pay to or apply for the benefit of Trustor
in monthly or other convenient installments all of the net income from the Trust Estate unless otherwise

directed in writing by the Trustor. Lone

Invasion of Principal for Trustor

Section 2.02. The Trustee shall pay to or apply for the benefit of Trustor, in addition to the net
income from the Trust Estate, such amounts from the principal of the Trust Estate, up to the whole thereof,
3s requested or needed by Trustor for her health, maintenance, education, support, convenience, use or
other personal benefit. The Trustee shall invade principal for Trustor's benefit as provided herein, even
though the Trustee is not asked to do so by Trustor, if Trustor should become incompetent, or if Trustor,
in the judgment of the Trustee, is unable for any reason to act in her own behalf to withdraw all or part of

the Trust Estate for her benefit.
Payment of Trustor's Debts, Expenses and Taxes

Section 2,03. On the death of Trustor, the Trustee shall pay either from the income or principal of
the Trust Estate, at its discretion, Trustor's just debts, the expenses of Trustor's last illness, funeral
expenses, administration expenses, and federal and state taxes that may be due in connection with the
Trustor's death, unless the Trustee in the Trustee’s sole discretion determines that other adequate
provisions have been made for payment of those debts, expenses and taxes, including any provisions made

under Trustor's Will‘or.other arrangements.On. eee cee anette ce ne fete

Distribution After Death of Trustor «

Section 2.04. After the death of Trustor and payments are made or reserved under Section 2.03,
all of the Trust Estate then in the possession of the Trustee shall be held, administered and finally

distributed by the Trustee as follows:

(1) All of Trustor’s interest in the property at 1380 Hl Camino Real, Millbrae, California, also

known as Wilshire Apartments, shall be distributed to Trustor’s son, BERNARD CORRY, ifhe survives

” the Trustor. If BERNARD CORRY should predecease Trustor or should disclaim his interest therein in
whole or in part, then such property shall be distributed to his issue who survive the Trustor, by right of
representation. This provision shall apply to any successor property or account if the property at 1380 El
Camino Real is sold, exchanged or otherwise disposed of during Trustor’s life so that BERNARD CORRY
(or his issue if he predeceases Trustor) shall receive the successor property, account or proceeds after

Trustor’s death.

(2) All of Trustor’s interest in the property at 407 29" Street, San Francisco, California and the
property at 838 Duncan Street, San Francisco, California shall be distributed to Trustor’s son, EAMON
CORRY, if he survives the Trustor. If EAMON CORRY should predecease Trustor or should disclaim
his interest therein in whole or in part, then such property shall be distributed to his issue who survive the
Trustor, by right of representation. This provision shall apply to any successor property or account ifthe
property at 407 29" Street and/or 838 Duncan Street is sold, exchanged or otherwise disposed of during
Trustor’s life so that EAMON CORRY (or his issue ifhe predeceases Trustor) shall receive the successor

property, account or proceeds after Trustor’s death.

sens 3) One-halfi(t/2) of the-residue shall be distributed to the Trustor’s son, BERNARD CORRY,

ifhe survives the Trustor, and if not, to his issue who survive the Trustor, by right of representation,

(4) One-half (1/2) of the residue shall be distributed to the Trustor’s son, EAMON CORRY, ifhe

survives the Trustor, and if not, to his issue who survive the Trustor, by right of representation.‘The residue of the trust shall first be charged with any debts of Trustor, taxes and expenses of
administration undet Section 2.03. Ifthe residue is insufficient to pay the amounts under Section 2.03, the .
devises of specific property under clauses (1) and (2) above shall be equally charged with such amounts,

Trustor acknowledges that the devises of specific property under clauses (1) and (2) above aremade
in accordance with a binding Mutual Transfer, Settlement and Release Agreement. _Trustor shall not
revoke or amend the provisions of clauses (1) and (2) in any way that would violate the provisions of the

Mutual Transfer, Settlement and Release Agreement.

afi.
Subject to the other provisions s hereof and of California law, if any beneficiary othetwise entitied

. toreceive distribution of a trust or of a portion of a trust is under age 25, the Trustee may, in its discretion,
hold and administer the beneficiary's portion of the trust estate for his or her benefit. In that event, the
Trustee shall pay to or apply for the benefit of the beneficiary all of the trust income and as much of the
principal from that beneficiary’s share as the Trustee considers necessary for the beneficiary's health,
education, support and maintenance, after considering any other income or resources of the beneficiary
known to the Trustee. When the beneficiary reaches age 25, the Trustee shall distribute to the beneficiary
all property retained in trust for his or her benefit.”

ARTICLE 3, POWERS OF TRUSTEE
_ Retain Investments of Trustor

“Section 3.01. The Trustee is authorized to retain and hold indefinitely in the trust any property
received by the Trustee from Trustor, whether or not such property is of the character ‘permitted by law for
the investment of trust funds. The Trustee shall operate at the risk of the Trust Estate any ; business,
investment or property received by the Trustee from Trustor without breaching any fiduciary duty or other

legal obligation hereunder.Management of Trust Property

Section 3.02, With respect to any and all property that may at any time be held in trust pursuant
to this Declaration (whether such property constitutes principal or accumulated income), the Trustee shall
have full power and authority, exercisable in the Trustee's discretion and on such terms and in such manner

as the Trustee may deem advisable, to exercise any of the powers of a trustee generally conferred under

California law and specifically to:

(a) Sell, convey, exchange, convert, improve, repair, manage, operate, and control ‘any trust

property" caste.

(b) Lease any trust property for terms within or beyond the term of the trust, and enter into any
covenants and agreements relating to trust property so leased or any improvements which may then or

thereafter be erected on such property;

(c) Encumber or hypothecate any trust property for any trust purpose by mortgage, deed of trust,

. pledge or otherwise;

(@) Carry insurance of stich Kinds and in such amounts at the expense of the trust as the Trustee

may deem advisable;

(e) Pay any taxes, assessments, fees or other charges or impositions levied on any trust property

or the trust;

ache.

() Commence or defend at the expense of ‘the trust such litigation with respect to the trust or any
trust property as the Trustee may deem necessary or advisable;

10(g) Invest and reinvest the trust funds in such property as the Trustee may deem advisable, whether
ornot such investments are of the character permitted by law for the investment of trust funds ‘and without

breaching any fiduciary duty;
(h) Vote and give proxies to vote any securities that have voting rights;

() Exercise any subscription, conversion, or other rights or options that may belong or be given
to the holders of any stocks, bonds, securities, or other instruments held in trust pursuant to this

Declaration;-- °° ye

(j) Participate in any plans or proceedings for the foreclosure, reorganization, consolidation,
merger, or liquidation of any corporation or organization that has issued securities held in trust, and
incident to such participation to deposit securities with and transfer title of securities to any protective or

other committee established to further or defeat any such plan or proceeding;

@& E Enforce any mortgage or deed of trust or pledge held in the trust, and at any sale under any such-
mortgage, deed of trust, or pledge to bid and purchase at the expense of the trust any property subject to

such security instrument;

() Compromise, submit to arbitration, release with or without consideration, and otherwise adjust

any claims in favor of or against the trust, the Trustee or the then current income beneficiary of the trust;

and

(m) Subject to any limitations expressly set forth in this Declaration or under California law and
as a fiduciary of this trust, to do all such acts, take all such ptoceedings, and exercise all such rights,
powers and privileges as could be done, taken, or exercised by an absolute owner of the trust property.
While Trustor serves as Trustee, the Trustee's powers shall include holding or taking title to trust property
in the Trustee's name individually or in the name of a nominee for any trust purpose, including borrowing

money, obtaining financing or disposing of any trust property.

a1Power to Borrow Money

Section 3.03. The Trustee shall have. power to borrow money from any person, firm, or
corporation, for any trust purpose on such terms and conditions as the Trustee may deem proper and to

obligate the trust to repay such borrowed money,
Power to Loan Money to Trust

_....... Sectiog 3.04. The Trustee is authorized to loan or advance.the Trustee’s own funds to the
trust for any trust purpose at any. reasonable rate of interest (not to exceed the legal rate of interest). Any

such loan or advance, together with the interest accruing on such loan or advance, shall be a just debt and
lien against the Trust Estate, and shall be repaid from the Trust Estate prior to any distributions to a

beneficiary, -
Dealings With Trustor’s Estate

Section 3.05, The Trustee is authorized to purchase securities or other property from, and to make
loans and advances from the Trust Estate without security to, the executor or other representative of the

Trustor's estate.

Manner of Holding Trust Property

Section 3.06. While Trustor serves as Trustee, the Trustee may hold securities or any other trust
property in the Trustée’s individual name with or under this Declaration, in the Trustee’s own name

without a designation showing the Trustee to be the Trustee under this Declaration, or in the name of a

nominee.

12Determination of Principal and Income

Section 3.07. Except as otherwise specifically provided in this Declaration, the Trustee shall have
full power and authority to determine, in the Trustee’s reasonable discretion and in accordance with the
applicable provisions of ‘California law, what shall constitute principal and income of the Trust Estate. The
determination of the Trustee as to what constitutes principal and income of the Trust Estate shall be

conclusive and binding on all persons in any manner interested in the trust.

wee ne eee niin

Taxes and Expenses of Trust

Section 3.08. All taxes, assessments, fees, charges, and other expenses, costs and liability incurred.
. by the Trustee in the management, administration or protection of the Trust Estate and the trust created by
this Declaration, including (without limitation) reasonable compensation of the Trustee at its usual rates
for administering trusts of such size (but not to exceed 1% of the value of the trust assets per year) and
compensation of the Trustee’s attorneys, accountants and other professionals at their usual rates, shall be
a charge against the principal or income from the Trust Estate as reasonably determined by the Trustee.
‘Upon termination of the trust and final distribution of the Trust Estate, the Trustee may pay such amounts
in full out of the principal or in full out of the income of the Trust Estate, or partially out of the principal
and partially dut of the income of ihe ‘Trust Estate, in such manner and proportions as the Trustee may
deem advisable.

Elections Under Tax Laws

Section 3.09. The Trustee may make any elections under the federal and state tax laws applicable
to the trust or any trust property that the Trustee determines should be made. No compensating
adjiistments between principal and income shall be made even though the elections made under the tax
laws by the Trustee may affect, beneficially or adversely, the interests of certain beneficiaries. The actions
of the Trustee shall be binding upon all beneficiaries.

13ARTICLE 4; ADMINISTRATIVE PROVISIONS
Undistributed Income on Termination of Beneficial Interest

Section 4.01. ‘Whenever the right of any beneficiary to payments from the net income or principal
“ofthe Trust Estate shail terminate, either by reason of death or other cause, any accrued or undistributed
net income from the Trust Estate that is undistributed on the date of such termination shall be held,
administered, and distributed by the Trustee in the same manner as if such income had accrued and been.
received by the Trustee after the date on which such beneficiary's rigtit to receive payments from the trust

terminated.

Spendthrift Provision
Section 4.02. Except as otherwise expressly provided i in this Declaration with respect to Trustor,
no other beneficiary of the trust Gncluding i income or residuary beneficiaries, and vested or contingent
beneficiar