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cee. FILED.
GREGORY P. GOEHRING SBN 173496 SUPERIOR CouxT-=sTock yoly
ATTORNEY AT LAW 2
321 West Lodi Avenue SHAY 30 AM B45
Lodi, CA 95240 sean
Telephone: (209) 334-3651
Facsimile: . (209) 333-7953
Attorney for Petitioner,
Carol Barlow
SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN JOAQUIN
IN RE: ) Case No.: STK-PR-TR-2018-1325
PETITION FOR INSTRUCTIONS AND
MARIA T. CANHOTO REVOCABLE ) FOR SETTLEMENT OF ACCOUNT AND
TRUST, Dated May 31, 2011. Ree AY OF Ie USTEE AND
FEES
(Probate Code §17200(b)(5), (6), (9))
pate: AUG 07 2019
TIME: 8:30 a.m.
DEPT: 11A
Petitioner, CAROL BARLOW, Successor Trustee of the MARIA T. CANHOTO
REVOCABLE TRUST, Dated May 31, 2011, (hereinafter, “the Trust”), hereby brings this
petition for instructions and presents for settlement her first account and report of administration
of the Trust, covering the period April 7, 2018 through the date of this petition, as follows: :
1. A true and complete copy of the First Amendment and Complete Restatement of the
Trust, dated September 10, 2012, is attached hereto as Exhibit 1 and incorporated by reference.
Petitioner does not have and has been unable to locate the original declaration of trust or a copy
thereof among the settlor’s personal items, The attorney who prepared First Amendment and
Complete Restatement of the Trust has stated that he does not have the original declaration of
trust or a copy thereof. The preamble of the First Amendment and Complete Restatement of the
Trust provides that the Trust “shall be replaced in whole, and the terms of the this amended and
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT27
28
completely restated trust agreement of the MARIA T. CANHOTO REVOCABLE TRUST,
Dated May 31, 2011 shall supersede the terms of that declaration of trust for all purposes.”
2, Venue is proper in San Joaquin County. Petitioner is a resident of San Joaquin
County, and the principal place of administration of the Trust is in San Joaquin County.
3. The sole Settlor and original Trustee of the Trust, Terezinha Maria Canhoto aka Maria)
T. Canhoto, died on April 7, 2018. A copy of her Death Certificate is attached hereto as Exhibit
2 and incorporated by reference.
4. Under Article 6.2 of the Trust, petitioner is named as the second alternate Successor
Trustee and became the acting Successor Trustee because of the death of the first alternate
Successor Trustee, Maria J. Silva, on March 29, 2018. A copy of her Death Certificate is
attached hereto as Exhibit 3 and incorporated by reference.
5. Petitioner is seeking instructions from the court concerning the distribution of the
Trust. Under Article 5.3(c), because of the death of Maria J. Silva, who was a thirty percent
beneficiary under Article 5.3(b), the Trust provides for distribution of the entire trust estate to the|
Settlor’s “then-living first and second cousins .. . in equal or unequal amounts to such first and
second cousins, as the trustee, in the trustee’s sole and absolute discretion, so chooses.” Article
5.3 provides as follows:
“5.3 Disposition of Trust Estate
“On the settlor’s death, the trust estate shall be disposed of as follows:
“(a) The trustee shall distribute the tangible personal property of the
settlor held by the trust to those beneficiaries specified in the last dated
and notarized “Amendment of the MARIA T. CANHOTO REVOCABLE
TRUST, Dated May 31, 2011 Distribution of Tangible Personal Property
Upon Death: form signed by the settlor and delivered to the trustees. If no
such valid form exists at the death of the settlor, the tangible personal
property of the settlor held by the trust shall be added to and disposed of
as part of the remaining trust property as set forth below.
“(b) IfMARIA J. SILVA (“MARIA”), the settlor’s first cousin,
survives the settlor, the trustee shall distribute thirty (30) percent of the
total trust property outright to MARIA. If MARIA fails to survive the
settlor, this thirty (30) percent of the total trust property shall be added to
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTand augment the other seventy (70) percent of the trust property and shall
be distributed as set forth in subsection (c) of this Section (Section 5.3).
“(c) The trustee shall distribute the remaining seventy (70) percent of
the total trust property if MARIA survives the settlor or all of the trust
property if MARIA fails to survive the settlor as follows: The trustee shall
distribute such property outright among the settlor’s then-living first and
second cousins, whether living in the United States, Portugal, or Canada
(but excluding the trustee, the trustee’s estate, creditors of the trustee, and
creditors of the trustee’s estate), in equal or unequal amounts to such first
and second cousins, as the trustee, in the trustee’s sole and absolute
discretion, so chooses,
“(d) If the trust property is not completely disposed of by the preceding
provisions, the undisposed-of portion shall be distributed outright to the
heirs of the settlor.”
6. Petitioner proposes distribution of the entire trust estate in equal shares to the Settlor’s
first and second cousins, who were alive at her death, so that each receives a 1/15 share.
7. On information and belief, these first and second cousins, 15 persons total, are still
alive and are all adults, and their names, relationships as first or second cousins to the Settlor,
and addresses are as follows, based on information provided by second cousins Maria Freitas and
Norberto Manuel Pereira and Norberto’s wife Cecilia:
a. Antonio Martins Canhoto; First Cousin; Rua Morais Soares 56 Quinto Andar
Direito, Lisboa 9348 Portugal;
b. Maria Freitas; Second Cousin; Second Cousin; 40 Estrada Lane, Corte
Madera, CA 94925;
c. Maryjo Amaral; Second Cousin; 3411 Ellen Way, Napa, CA 94558;
d. Deolinda Gourlart; Second Cousin; 849 Circle Drive, Santa Clara, CA 95050
e. Jose Manuel Garcia; Second Cousin; 17220 Tamara Lane, Royal Oaks, CA
95076
f. Senhorinha da Gloria Silva; Second Cousin; Largo Pieo da Urce Lote 5, Sao
Pedro, 9700-198 Angra do Heroismo, Portugal
g. Jose Carlos Silva; Second Cousin; 5 Rua 9 de Jutho Espalhafatos, Horta 9900-
491 Faial Azores, Portugal
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT27
28
h. Manuel Carlos Silva; Second Cousin; 13 Rua da Igreija Ribeirinha, Horta
9900-491 Faial Azores, Portugal
i. Aileen da Silva Indio; Second Cousin; 28 Riverdale Drive, Elobicoke Ontario,
Canada M9V2T3 ,
j. Jose Gabriel Silva; Second Cousin; Rua do Farrobo 19 Flamengos, Horta 9900-
401 Faial Azores, Portugal
k. Jose Liberto Pereira; Second Cousin; 853 South Rose Avenue, Turlock, CA
95380
1, Norberto Manuel Pereira; Second Cousin; 3021 Peppermint Drive, San Jose,
CA 95148 ,
m, Jose Antero Pereira; Second Cousin; 11 Rua das Canadinhas Ribeirinha,
Horta 9900-491 Faial Azores, Portugal
n. Manuel Emilio Pereira; Second Cousin; 7 Valverde Cedros, Horta 9900-341
Faial Azores, Portugal
o. Jose Garcia Pascoal; Second Cousin; Rua da Aviacao Naval 11A Reis do Chao
Esquerda, Aveiro 3810-055 Portugal
8. As to her account and report of administration, petitioner should be charged and
credited as shown in the following Summary of Account, which is supported by the schedules
attached hereto as Exhibit 4 and incorporated herein by reference:
CHARGES
Beginning Assets (Schedule A) $676,778.98
Receipts during account period (Schedule B) $ 3,088.14
Gain on Sale (Schedule D) $ 10,000.00
Total charges $689,867.12
CREDITS
Disbursements during account period (Schedule C) $ 27,199.95
Property on hand at close of account (Schedule E) $662,667.17
Total credits $689,867.12
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT9. This petition for settlement of account and report of administration is reasonably
necessary for the protection of the interest of petitioner as Successor Trustee and the
Beneficiaries (as proposed in petitioner’s separate Petition for Instructions filed concurrently
herewith) because without Court approval of this account, the Successor Trustee would be
required hold back substantial funds from distribution to the beneficiaries to cover potential costs;
of litigating any claims made during the approximately three years until the statute of limitations
has expired. By means of this petition, the Successor Trustee seeks timely determination of all
matters presented in this account so that the beneficiaries may receive distribution of the Trust
estate and the Successor Trustee be protected from unreasonable claims.
10. Allegations under Probate Code §1064:
a. On October 12, 2018, petitioner sold the settlor’s residence at 904 Lever Blvd.,
Stockton, CA to Ruben Torres and Delia Rodriguez for $190,000.00 with a brokerage
commission of 6%. The Trust received net sale proceeds of $177,190.95 less a $15.00 bank wire!
fee. This transaction is disclosed on Schedule F- Changes in Form of Assets, which is part of
Exhibit 4 attached hereto.
b. Petitioner hired her husband Barry Barlow to replace a window in the settlor’s
residence and paid him a total of $250, which included the cost of the new window.
c. Petitioner has previously paid her attorney, Gregory P. Goehring, the sum of
$2,500.00 on July 23, 2018 for services related to the administration of the Trust before the
preparation of this petition.
d, All cash in the Trust has been invested and maintained in interest bearing
accounts. ‘
11. On November 16, 2018, petitioner filed a Notice to Creditors with the court and
published the Notice to Creditors in The Record. The publication ran on November 24, 2018 and!
December | and 8, 2018. Petitioner is not aware of any creditors, and no claims have been filed.
12, Pursuant to Probate Code §17203, the names and mailing addresses of the proposed
beneficiaries of the Trust entitled to notice are stated in paragraph 7 above. This petition does
not relate to a charitable trust subject to the jurisdiction of the Attorney General. Therefore, no
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTnotice to the Attorney General is required. Petitioner has not received any request for special
notice and none are on file to petitioner’s knowledge.
13. Pursuant to San Joaquin County Superior Court Local Rule 4-401(C), petitioner
requests a trustee fee for her services in the management and administration of the Trust estate in
the amount of $4,970.00, which is based on the reasonable and customary rate of 3/4 of 1% of
the market value of the trust assets on the date of the close of the account of $662,667.17.
14, Pursuant to San Joaquin County Superior Court Local Rule 4-401(D), petitioner
requests compensation for her attorney, Gregory P. Goehring, Esq., for his services in the
preparation, filing, and hearing of this petition in the amount of $2,485.00, which is one-half of
the trustee’s requested fee of $4,970.00.
15. Petitioner requests authorization to withhold $20,000.00 from distribution as a
reserve to cover final Trust expenses, including, but not limited to, supplemental property taxes
following the sale of 904 Lever Blvd., Stockton, CA, and filing tax returns.
16. Petitioner anticipates receiving $642,641.08 from the Estate of Maria T. Canhoto.
(See petition for final distribution filed in the Estate of Maria T. Canhoto, Case #STK-PR-EST-
2018-701). Petitioner proposes that this amount combined with the cash on hand in the Trust of
$662,667.17, altogether totaling $1,305,308.25, be distributed as follows:
a. Trustee fees to Carol Barlow $ 4,970.00
b. Attorney fees to Gregory P. Goehring $ 2,485.00
c. Reserve $20,000.00
Balance of $1,277,853.25 ($1,305,308.24 - $27,455.00) as follows:
d. Antonio Martins Canhoto, 1/15 share $85,190.22
e. Maria Freitas, 1/15 share $85,190.22
f. Maryjo Amaral, 1/15 share $85,190.22
g. Deolinda Gourlart, 1/15 share $85,190.22
h. Jose Manuel Garcia, 1/15 share $85,190.22
i, Senhorinha da Gloria Silva, 1/15 share $85,190.22
j. Jose Carlos Silva, 1/15 share $85,190.22
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTk. Manuel Carlos Silva, 1/15 share $85,190.22
1. Aileen da Silva Indio, 1/15 share $85,190.22
m. Jose Gabriel Silva, 1/15 share $85,190.22
n. Jose Liberto Pereira, 1/15 share $85,190.22
o. Norberto Manuel Pereira, 1/15 share $85,190.22
p. Jose Antero Pereira, 1/15 share $85,190.22
q. Manuel Emilio Pereira, 1/15 share $85,190.22
1. Jose Garcia Pascoal, 1/15 share $85,190.22
TOTAL $1,277,853.30*
*The overage of $0.05 will come out of the reserve fund.
WHEREFORE, petitioner requests that:
1, The Court find that all facts stated in the petition are true and that all notices required
by law have been duly given.
2. The First Amendment and Complete Restatement of the Maria T. Canhoto Revocable
Trust, Dated May 31, 2011, is valid and was in effect on the date of Maria T. Canhoto’s death on
April 7, 2018.
3. Distribution of the entire Trust estate should be made in equal shares (1/15 each) to
the Settlor’s first and second cousins as stated in paragraphs 7 and 15 above.
4. This account and report be settled, allowed, and approved, and all acts and
transactions of petitioner set forth in it, or relating to the matters set forth in it, be ratified,
confirmed, and approved.
5, Petitioner be allowed compensation in the amount of $4,970.00 and her attorney,
Gregory P. Goehring, in the amount of $2,485.00, for their services.
6. Petitioner be authorized and directed to withhold from distribution $20,000.00 as a
reserve for future expenses and to deliver the balance to the beneficiaries after such expenses
have been paid.
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT7. Such other and further orders as the Court deems just and proper.
Dated: May 24, 2019 Z. , ,
CAROL BARLOW
Petitioner/Successor Trustee -
Dated: May 24, 2019 my
GREGORY P. GOEHRING P
Attorney for Petitioner, ~
Carol Barlow
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PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT- VERIFICATION
I, CAROL BARLOW, the petitioner in this matter, declare that I have read the petition
and know its contents, which are true to my own knowledge except for those matters stated on
my information and belief, and as to those matters I believe the petition to be true. :
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Dated: May 24, 2019
Cart, Babin
CAROL BARLOW
9
PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT‘en
FIRST AMENDMENT AND COMPLETE RESTATEMENT OF THE
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011
PREAMBLE
MARIA T. CANHOTO is the settlor of the MARIA T. CANHOTO REVOCABLE
TRUST, Dated May 31, 2011 created under that certain declaration of trust dated May 31, 2011.
MARIA T. CANHOTO and MARIA FREITAS were the trustees duly appointed and acting
under and by terms of that declaration of trust. In Section 3.1. of that declaration of trust, the
settlor reserved the right to amend the trust at any time during her lifetime. The settlor now
wishes to exercise her right of amendment and, to that end, does hereby amend and completely
restate that declaration of trust in the terms set forth in this amended and completely restated
trust agreement. The current trustee hereby consents to the terms of this amended and completely
restated trust agreement. In this amended and completely restated trust, MARIA T. CANHOTO
shall be the sole initial trustee. The settlor and the trustee confirm that all assets currently titled in
the name of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall
continue to be held by the trustee as trust assets of the amended and restated trust. The parties
agree that, upon execution of this instrument, the MARIA T. CANHOTO REVOCABLE
TRUST, Dated May 31, 2011 shall be replaced in whole, and the terms of this amended and
completely restated trust agreement of the MARIA T. CANHOTO REVOCABLE TRUST,
Dated May 31, 2011 shall supersede the terms of that declaration of trust for all purposes. The
MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall now read as follows:
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 1MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011
ARTICLE ONE. CREATION OF TRUST
1.1 Declaration
MARIA T, CANHOTO of San Joaquin County, California, who is herein referred to as
“the settlor” or “the trustee,” depending on the context, hereby declares that she holds certain
property (the “trust estate”), in trust, to be held, administered, and distributed as provided in this
instrument.
1.2 Names of Trusts
The trusts created by this instrument shall be known collectively as the MARIA T.
CANHOTO REVOCABLE TRUST, Dated May 31, 2011, and each separate trust created under
this instrument shall be referred to by adding the name or designation of that separate trust as it
appears in the appropriate Section of this instrament.
1.3 Effective Date _
This amendment to and complete restatement of the MARIA T. CANHOTO
REVOCABLE TRUST, Dated May 31, 2011 shall be effective immediately on execution by all
the parties.
1.4 Marital Status
The settlor is not currently married.
1.5 No Living or Deceased Children
The settlor has no living or deceased children.
1.6 Definitions of Child, Children, and Issue
As used in this instrument, the terms “child” and “children” refer to natural children and
children who have been legally adopted during minority by the parent or parents from or through
whom their right to inherit or to take is determined or derived, and the term “issue” refers to all
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page2lineal descendants of all generations, with the relationship of parent and child at each generation
being determined by the definitions of “child” and “children” set forth in this instrument.
ARTICLE TWO. TRUST ESTATE
2.1 Definition of Trust Estate
All property subject to this instrument from time to time is referred to as the “trust estate”
and shall be held, administered, and distributed as provided in this instrument. The trustee shall
hold, administer, and distribute the property described in “Schedule A”, attached hereto and
made a part of this trust instrument, any other property that may be hereafter subject to this trust,
and the income and proceeds attributable to all such property, in accordance with the provisions
of this instrument, If one or more subtrusts are created pursuant to this instrument, each such
subtrust shall have an appropriately labeled schedule of assets.
2.2 Additions to Trust
From time to time, the trustee may accept additions to this trust from any source. All such
additions shall become a part of the trust estate and shall be held, administered, and distributed in
accordance with the terms of this instrument. That additional property shall become part of the
trust estate upon written acceptance of it by the trustee. Any additions to the trust shall be made
by designating in writing the property to be added. However, the titling of any account, deed, or
similar asset in the name of the trustee, as trustee of this trust, or any alternate or successor
trustee acting under this instrument, shall be deemed to be a transfer to this trust. Any
designation by a third party, whether by Will, deed, account title designation, or similar transfer,
shall also be a transfer to the trust estate.
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 3ARTICLE THREE. RIGHTS AND POWERS OF SETTLOR
3.1 Power of Revocation and Amendment
Any trust created by this instrument may be amended, revoked, or terminated by the
settlor, in whole or in part, at any time during her lifetime. After the settlor’s death, any trust
created by this instrument shall be irrevocable and not subject to amendment.
3,2 Method of Revocation or Amendment
Any amendment, revocation, or termination of any trust created by this instrument shall
be made by written instrument signed by the settlor and delivered to the trustee. An exercise of
the power of amendment substantially affecting the duties, rights, and liabilities of the trustee
shall be effective only if agreed to by the trustee in writing. The method of amendment and
revocation provided in this Section is not exclusive.
3.3 Delivery of Property After Revocation
After any revocation or termination, the trustee shall promptly deliver the designated
property to the settlor.
3.4 Trustee’s Retention of Assets on Revocation
In the event of any revocation of all or part of the trust, the trustee shall be entitled to
retain sufficient assets to reasonably secure the payment of liabilities the trustee has lawfully
incurred in administering the trust and any fees that have been earned by the trustee, until such
time as those liabilities have been discharged and fees paid, unless the settlor indemnifies the
trustee against loss or expense.
3.5 Exercise of Rights and Powers of Settlor By Others
Any right or power that the settlor could exercise personally under the terms of this
instrument, except the power to amend, revoke, or terminate any trust created by this instrument,
may be exercised for and in behalf of the settlor by any attorney in fact who, at the time of the
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 4exercise, is duly appointed and acting for the settlor under a valid and enforceable durable power
of attorney executed by the settlor under the Uniform Durable Power of Attorney Act, or any
successor statute, or, if there is no such attorney in fact, by a duly appointed and acting
conservator of the settlor, after petition to the court in accordance with Califomia Probate Code
Section 2580, or any successor statute, The power to amend, revoke, or terminate any trust
created by this instrument is personal to the settlor and may not be exercised by any other person
or entity. ,
ARTICLE FOUR. DISTRIBUTIONS DURING SETTLOR’S LIFE
4.1 Payment of Income During Settlor's Lifetime
So long as the settlor is living, the trustee shall pay to or apply for the benefit of the
settlor all of the net income of the trust, in monthly or other convenient installments (but not less
often than annually) as the settlor and the trustee may agree on from time to time.
Distributions of Principal During Settlor’s Lifetime
From time to time during the settlor’s lifetime, the trustee shall distribute to or apply for
the benefit of the settlor as much of the principal of the trust as the trustee, in the trustee’s
discretion, deems proper for the settlor’s comfort, welfare, and happiness. In exercising
discretion, the trustee shall give the consideration that the trustee deems proper to all other
income and resources then readily available to the settlor for use for these purposes and that are
then known to the trustee. All decisions of the trustee regarding payments under this Section, if
any, are within the trustee's discretion and shall be final and incontestable by anyone.
4.3 Distributions of Principal at Request of Settlor
During the settlor’s lifetime, the trustee shall distribute to the settlor such amounts from
the principal of the trust, up to the whole thereof, as the settlor may from time to time request of
the trustee in writing.
MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 54.4 Requests on Behalf of the Settlor Unable to Do So Personally
If, at any time, the settlor is unable personally to make a request of the trustee to
withdraw principal of the trust, the settlor’s right to make the request may be exercised for or in
behalf of the settlor by an attorney in fact who, at the time of the exercise, is duly appointed and
acting for the settlor under a valid and enforceable durable power of attorney executed by the
settlor under the Uniform Durable Power of Attorney Act, or any successor statute, If there is no
such attomey in fact, then the trustee shall have the discretion to make any principal distribution
to or for the benefit of the settlor that the settlor could have requested personally if she were able
to do so, In making any principal distribution under this Section (whether pursuant to a request
by an attomey in fact or not), the trustee shall pay as much of the principal as the trustee, in the
trustee’s discretion, deems necessary for the settlor’s health, education, support, and
maintenance. The trustee shall have discretion to determine when the settlor is unable personally
to request principal payments from the trustee for purposes of this Section.
4.5 Trustee’s Power to Make Gifts at Direction of Settlor
During the settlor’s lifetime, the trustee shall distribute such sums of trust principal to
such person or persons who are the natural objects of the settlor’s bounty, as the settlor may
direct in writing, In the event that the settlor is unable to direct the trustee in writing under this
Section due to incapacity, such direction may be made on the settlor’s behalf by a duly
authorized attorney in fact acting under a valid durable power of attorney executed by the settlor
under the Uniform Durable Power of Attomey Act (or successor statute); provided, however,
that the amount of such gifts pursuant to the direction of an attorney in fact to any one person in
any one year shall not excced the amounts excluded from gift tax under Sections 2503(b) and (e)
of the Internal Revenue Code (or successor statute).
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 6ARTICLE FIVE. DISTRIBUTIONS AFTER SETTLOR'S DEATH
5.1 Payment of Death Taxes, Debts, and Expenses on Statement From Personal
Representative
After the settlor’s death, on receipt by the trustee of a written statement from the personal
representative of the settlor’s estate requesting that the trustee pay death taxes, debts, and
expenses (as defined in Article Seven), with respect to any property in the settlor’s estate, the
trustee shall pay, either directly or to the personal representative, any amounts requested by the
personal representative for those purposes, in the manner specified below. The trustee may rely
on the personal representative's statement and shall not be liable for any act or omission by the
personal representative in protesting or failing to protest the legality, propriety, or amount of the
death taxes, debts, or expenses, If there is no personal representative, the trustee shall make the
payments directly. Payments of debts and expenses shall be made by the trustee from the trust
estate. All death taxes payable by reason of the settlor’s death shall be prorated and apportioned
among the persons interested in the settlor’s estate as provided in the California Probate Code.
The trustee shall not pay death taxes, debts, and expenses or other obligations of the settlor or the
- settlor’s estate from proceeds of insurance policies on the settlor’s life if making those payments
would be the sole cause of the proceeds being includable in the settlor’s gross estate for federal
estate tax purposes.
5.2 Trustee’s Power to Defer Division or Distribution
Whenever the trustee is directed to divide any part of the trust estate or distribute trust
assets on the death of the settlor, the trustee may, in the trustee’s discretion, defer actual division
or distribution for such reasonable period of time as is needed to effectively identify, take
possession of, value, divide, and distribute the assets of the trust. During this time of deferral, the
trustee may manage the trust assets through a single administrative trust. The ability of the
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 201! Page 7trustee to delay division or distribution shall not affect the vesting of interests, which shall be as
of the date of death.
5.3 Disposition of Trust Estate
On the setttor’s death, the trust estate shall be disposed of as follows:
(a) The trustee shall distribute the tangible personal property of the settlor held by
the trust to those beneficiaries specified in the last dated and notarized “Amendment
of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011
Distribution of Tangible Personal Property Upon Death” form signed by the settlor
and delivered to the trustees. If no such valid form exists at the death of the settlor,
the tangible personal property of the settlor held by the trust shall be added to and
disposed of as part of the remaining trust property as set forth below.
(b) IfMARIA J. SILVA (“MARIA”), the settlor’s first cousin, survives the settlor,
the trustee shall distribute thirty (30) percent of the total trust property outright to
MARIA. If MARIA fails to survive the settlor, this thirty (30) percent of the total
trust property shall be added to and augment the other seventy (70) percent of the
trust property and shall be distributed as set forth in subsection (c) of this Section
(Section 5,3).
(c) The trustee shall distribute the remaining seventy (70) percent of the total trust
property if MARIA survives the settlor or all of the trust property if MARIA fails to
survive the settlor as follows: The trustee shall distribute such property outright
among the settlor’s then-living first and second cousins, whether living in the United
States, Portugal, or Canada (but excluding the trustee, the trustee’s estate, creditors of
the trustee, and creditors of the trustee’s estate), in equal or unequal amounts to such
first and second cousins, as the trustee, in the trustee’s sole and absolute discretion, so
chooses.
(d) If the trust property is not completely disposed of by the preceding provisions,
the undisposed-of portion shall be distributed outright to the heirs of the settlor.
ARTICLE SIX. TRUSTEE
6.1 Settlor’s Power to Designate Successor Trustees or Cotrustees
Atany time, the settlor may designate either or both of the following:
(a) Any suitable person or entity to act as a successor cotrustee if a cotrustee dies,
becomes incapacitated, or is otherwise unable or unwilling to continue to act as
cotrustee.
MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31,2011 Page 8(b) One or more suitable persons or entities to act as a successor trustee, or as
successor cotrustees, if the initial cotrustees die, become incapacitated, or are
otherwise unable or unwilling to continue to act as cotrustees.
Any designation under this Section shall be made by a signed writing delivered to the _
person or entity designated as successor trustee or cotrustee. The settlor may revoke, amend, or
replace the written instrument designating the successor trustee or cotrustee at any time before a
particular vacancy is filled, If more than one designation is made under this Section, only the
most recent designation shall be valid.
6.2 Successor Trustees
If the office of trustee becomes vacant, by reason of death, incapacity, or any other
reason, and no successor trustee has been designated under any other provision of this trust
instrument the following, in the order of priority indicated, shall be trustee:
If the office of trustee becomes vacant, by reason of death, incapacity, or any other
reason, and no successor trustee has been designated under any other provision of this trust
instrument the following, in the order of priority indicated, shall be trustee:
First, MARIA J. SILVA, the settlor’s first cousin;
Second, CAROL BARLOW, the settlor’s close friend;
Third, DIANE RHONEMUS, another close friend of the settlor.
6.3 Successor Trustee Appointed by Beneficiaries or by Court
If all those named above are or become unable (by reason of death, incapacity, or any
other reason) or unwilling to serve or continue to serve as successor trustee of any trust created
under this trust instrument, a new trustee or set of cotrustees shall be appointed by majority vote
of the adult beneficiaries of the trust who are then entitled to receive income under the trust, or
who would be entitled to receive a distribution of principal from the trust if the trust were then
terminating, and who then have the legal capacity to give such a vote. Ifa majority of the
MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 9beneficiaries are unable to agree on a new trustee or cotrustees, a new trustee or cotrustees may
be appointed by the court,
6.4 No Replacement of Cotrustees
If, at any time when two or more persons or entities are serving as cotrustees, any one or
more (but less than all) of them are unable or unwilling for any reason to continue to serve as
cotrustees, and no successor cotrustee has been designated under any other applicable provisions
of this trust instrument, no new cotrustee shall be appointed. Rather, the remaining cotrustee or
cotrustees shall have full power to act as trustes or cotrustees and to continue the trust
administration.
6.5 Definition of Trustee
Reference in this instrument to “the trustee” shall be deemed a reference, to whoever is
serving as trustee or cotrustees, and shall include alternate or successor trustees or cotrustees,
unless the context requires otherwise,
6.6 Power to Appoint Special Trustee
‘The then serving trustee may appoint one or more individuals or corporate trustees to
serve as a Special Trustee. A Special Trustee shall have all the rights and powers granted to the
trustee under this trust instrument solely and exclusively with reference to the subject matter and
duties and responsibilities specified by the persons appointing the Special Trustee, such as
making discretionary distributions to certain beneficiaries (including beneficiaries who are
trustees) or managing specific trust property.
6.7 Scope and Exclusivity of Special Trustee’s Powers
While serving, a Special Trustee shall have all the rights and powers necessary to carry
out the duties and responsibilities specified with respect to the matters under the Special
Trustee’s authority, including, limited by the scope of those duties and responsibilities, all rights
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 10and powers granted to the trustee under this trust instrument for the administration and
management of the trust estate. A Special Trustee also shall have all special powers granted by
the persons appointing the Special Trustee. The powers granted to the Special Trustee shall not
limit or restrict the powers granted to the trustee, except that while the Special Trustee is serving,
no other trustee may exercise the powers granted to the Special Trustee with respect to the
subject matter reserved exclusively to the management and discretion of the Special Trustee.
6.8 Removal and Replacement of Trustee by Settlor
While the settlor is alive, the settlor shall have the power, at any time and for any reason,
with or without cause, to remove any trustee acting under this instrument, and notwithstanding
any other provision of this instrument, designate another trustee to replace the removed trustee.
Removal shall be effected by giving a written notice of removal to the trustee to be removed and
to the designated successor. The removal shall become effective on the delivery to the settlor ofa
written acceptance of the trust by the successor trustee, and the settlor shall promptly notify the
trustee being removed of the receipt of that acceptance.
6.9 Waiver of Bond
No bond or undertaking shall be required of any individual who serves as a trustee under
this instrument.
6.10 Compensation of Individual Trustees
Each individual who is a trustee under this instrument shall be entitled to reasonable
compensation for services rendered, payable without court order.
6.11 Compensation of Special Trustee
Any Special Trustee serving under this trust shall be entitled to reasonable compensation
for services rendered.
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 116.12 Proc for Resignation
Any trustee, including a Special Trustee, may resign at any time, without giving a reason
for the resignation, by giving written notice, at least thirty (30) days before the time the
resignation is to take effect, to the settlor, if living, to any other trustee then acting (including a
Special Trustee), to any persons authorized to designate a successor trustee, to all trust
beneficiaries known to the trustee (or, in the case of a minor beneficiary, to the parent or
guardian of that beneficiary) and to the successor trustee. A resignation shall be effective on
written acceptance of the trust by the successor trustee.
6.13 General Powers of Trustee
To carry out the purposes of the trusts created under this instrument, and subject to any
limitations stated elsewhere in this instrument, the trustee shall have all of the following powers,
in addition to all of the powers now or hereafter conferred on trustees by law:
(a) With or without court authorization, sell (for cash or on deferred payments, and
with or without security), convey, exchange, partition, and divide trust property; grant
options for the sale or exchange of trust property for any purpose, whether the
contract ig to be performed or the option is to be exercised within or beyond the term
of the trust; and lease trust property for any purpose, for terms within or extending
beyond the expiration of the trust, regardless of whether the leased property is
commercial or residential and regardless of the number of units leased.
(b) Engage in any transactions with the personal representative of the estate of the
settlor that are in the best interest of any trusts created in this instrument.
(c) Manage, contro}, improve, and maintain all real and personal trust property.
(d) Subdivide or develop land; make or obtain the vacation of plats and adjust
boundaries, or adjust differences in valuation on exchange or partition by giving or
receiving consideration; and dedicate land or easements to public use with or without
consideration. .
(e) Make ordinary or extraordinary repairs or alterations in buildings or other trust
property, demolish any improvements, raze existing party walls or buildings, and
erect new party walls or buildings, as the trustee deems advisable.
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 12() Employ and discharge agents and employees, including but not limited to
attorneys, accountants, investment and other advisers, custodians of assets, property
managers, real estate agents and brokers, and appraisers, to advise and assist the
trustee in the management of any trusts created under this trust instrument, and
compensate them from the trust property.
(g) With respect to securities held in trust, exercise all the rights, powers, and
privileges of an owner, including, but not limited to, the power to vote, give proxies,
and pay assessments and other sums deemed by the trustee necessary for the
protection of the trust property; participate in voting trusts, pooling agreements,
foreclosures, reorganizations, consolidations, mergers, and liquidations, and, in
connection therewith, deposit securities with and transfer title to any protective or
other committee under such terms as the trustee deems advisable; exercise or sell
stock subscription or conversion rights; and accept and retain as investments of the
trust any securities or other property received through the exercise of any of the
foregoing powers. .
(h) Enter into transactions for the purchase and sale of securities and other
investments, including, without limitation, stocks (preferred or common), bonds,
mutual funds, and certificates of deposit, including the following: (1) the power to
maintain margin and short accounts and through such accounts to purchase securities
on margin, sell securities which the trust does not own (i.e., short sales), and to
borrow securities in connection therewith, to borrow money, to secure the
performance of the trust’s obligations to the brokerage firm by granting a security
interest in trust assets held in the trust brokerage account and in other present or
future trust brokerage accounts and to grant authority to the brokerage firm acting as
principal or otherwise, to pledge, repledge, hypothecate or rehypothecate assets of the
trust; and (2) the power to trade in options, including without limitation, the purchase
of puts and calls and the writing (sale) of covered and uncovered puts and calls.
(i) Hold securities or other trust property in the trustee’s own name or in the name
of a nominee, with or without disclosure of the trust, or in unregistered form, so that
title may pass by delivery.
(j) Deposit securities in a securities depository that is either licensed or exempt
from licensing.
(k) Borrow money for any trust purpose from any person or entity, including one
acting as trustee hereunder, on such terms and conditions as the trustee deems
advisable, and obligate the trust for repayment; encumber any trust property by
mortgage, deed of trust, pledge, or otherwise, whether for terms within or extending
beyond the term of the trust, as the trustee deems advisable, to secure repayment of
any such loan; replace, renew, and extend any such loan or encumbrance; and pay
loans or other obligations of the trust deemed advisable by the trustee.
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 13()_ Procure and carry, at the expense of the trust, insurance in such forms and in
such amounts as the trustee deems advisable to protect the trust property against
damage or loss, and to protect the trustee against liability with respect to third
persons.
(m) Enforce any obligation owing to the trust, including any obligation secured by a
deed of trust, mortgage, or pledge held as trust property, and purchase any property
subject to a security instrument held as trust property at any sale under the instrument.
(n) Extend the time for payment of any note or other obligation held as an asset of,
and owing to, the trust, including accrued or future interest, and extend the time for
repayment beyond the term of the trust.
(c) Pay or contest any claim against the trust; release or prosecute any claim in
favor of the trust; or, in lieu of payment, contest, release, or prosecution, adjust,
compromise, or settle any such claim, in whole or in part, and with or without
consideration.
(p) At trust expense, prosecute or defend actions, claims, or proceedings of
whatever kind for the protection of the trust property and of the trustee in the
performance of the trustee’s duties, and employ and compensate attorneys, advisers,
and other agents as the trustee deems advisable,
(q To disclaim all or any portion of any power granted to the trustee in this
instrument, A disclaimer by a trustee of a power or a portion of a power shall be
binding on all successor trustees.
6.14 Power to Retain Trust Property
The trustee shall have the power to retain property received into the trust at its inception
or later added to the trust, as long as the trustee considers that retention in the best interests of the
trust or in furtherance of the goals of the settlor in creating the trust, as determined from this trust
instrument, but subject to the standards of the prudent investor rule as set forth in the California
Uniform Prudent Investor. Act, as amended from time to time.
6.15 Trustee’s Power to Invest Property
Subject to the standards of the prudent investor rule as stated in the California Uniform
Prudent Investor Act, as amended from time to time, the trustee shall have the power to invest
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 14and manage the trust assets as a prudent investor would, by considering the purposes, terms,
distribution requirements, and other circumstances of the trust.
6.16 Power Over Unproductive Property
The trustee shall have the power to retain or acquire unproductive or underproductive
property,
6.17 Power to Operate Business
The trustee shall have the power to hold and operate any business or enterprise that is or
becomes trust property, on such terms and for such a time as the trustee, in the trustee’s
discretion, deems advisable; to purchase, acquire, invest in, or otherwise participate in, any
business or other enterprise on behalf of the trust; or to sell, dissolve, liquidate, or terminate any
such business. The trustee shall also have the power to incorporate, reorganize, or otherwise
: change the form of a business or enterprise that is part of the trust, through merger or
consolidation of two or more enterprises or otherwise, and to participate in that business or
enterprise as a sole proprietor, as a general or limited partner, as a shareholder, or in any other
capacity. Any operation, sale, purchase, acquisition, investment in, or dissolution or liquidation
of a business interest, in good faith, shall be at the risk of the trust, and without liability on the
part of the trustee for any resulting losses. The trustee shall also have the power to contribute
capital or loan money to the business or enterprise on such terms and conditions as the trustee
deems advisable.
6.18 Power to Self-Deal
The trustee, acting as an individual or as a trustee of another trust not created by this trust
instrument, shall have the power to perform the following acts with respect to the property of any
trust under this trust instrument: purchase property from or sell property to the trust at fair market
value; exchange property for trust property of equal value; lease property from or to the trust at
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 15fair rental value; lend or advance funds to the trust, with interest at then-prevailing rates, and
receive security for the loans in any commercially reasonable form; and receive from any
business in which the trust has an interest a reasonable salary and reimbursement of expenses
while performing duties as a trustee. The trustee, acting as trustee of another trust established by
the settlor or another trust established for the benefit of any one or more of the beneficiaries of
the trust, shall have the power to borrow funds from the trust with interest at then-prevailing
rates, and give security for the loans in any commercially reasonable form.
6.19 No Duty to Segrepate
Each trust created under this instrument shall constitute a separate trust and be
administered accordingly; however, the assets of all of the trusts may be combined for
bookkeeping purposes and held for the trust beneficiaries without physical division into separate
trusts until time of distribution.
6.20 Power to Divide or Combine Trusts
The trustee shall have the power to divide a single trust into separate shares, each to be
administered in accordance with the terms and conditions of the single trust from which they
were created, when the trustee, in the trustee’s discretion, determines that division is desirable or
advisable in view of tax considerations (including considerations related to the income tax, the
gift tax, the estate tax, or the generation-skipping transfer tax) or other objectives of the trusts
and their beneficiaries. The trustee shall not be required to make a physical segregation or
division of the various trust shares created under this trust instrument, except as segregation or
division may be required by reason of the termination and distribution of any of the trusts, but
the trustee shall keep separate accounts and records for different undivided interests, The trustee,
in the trustee’s discretion, shail have the further power to combine two or more trusts having
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 16substantially the same terms into a single trust for purposes of administration, when tax or other
factors indicate that such combination would be desirable or advisable.
6.21 Trustee’s Power to Determine Income and Principal
Unless otherwise specifically provided in this instrument, the determination of all matters
with respect to what is principal and income of any trust under this instrument and the
apportionment and allocation of receipts, expenses, and other charges between principal and
income shall be governed by the provisions of the California Uniform Principal and Income Act
from time to time existing. The trustee in the trustee’s discretion shall determine any matter not
provided for either in this instrument or in the California Uniform Principal and Income Act.
6.22 Early Termination of Trusts
The trustee shall have the power, in the trustee’s discretion, to terminate any trust created
under this trust instrument whenever the fair market value of the trust falls below thirty thousand
dollars ($30,000), or becomes so small in relation to the costs of administration as to make
continuing administration uneconomical, or contrary to the purposes of the trust. Continuing
administration shall be uneconomical if the trustee determines that, with reference to the trust fee
schedules then in effect for corporate fiduciaries in the area in which the trust is being
administered, the trust would be subject to the minimum trust administration fees of those
fiduciaries, regardless of the value of the trust. On termination, the trustee shall distribute the
principal and any accrued or undistributed net income to the income beneficiaries in proportion
to their shares of the income. If no fixed amount of income is payable to specific beneficiaries,
the trustee shall distribute the principal and any accrued or undistributed net income in equal
shares to those beneficiaries who would then be entitled to income payments from the trust.
MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 176.23 Division or Distribution in Cash or Kind
In order to satisfy a pecuniary gift or to distribute or divide trust assets into shares or
partial shares, the trustee may distribute or divide those assets in kind, or divide undivided
interests in those assets, or sell all or any part of those assets and distribute or divide the property
in cash, in kind, or partly in cash and partly in kind. Property distributed to satisfy a pecuniary
gift under this instrument shall be valued at its fair market value at the time of distribution.
6.24 Pa
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cee. FILED. GREGORY P. GOEHRING SBN 173496 SUPERIOR CouxT-=sTock yoly ATTORNEY AT LAW 2 321 West Lodi Avenue SHAY 30 AM B45 Lodi, CA 95240 sean Telephone: (209) 334-3651 Facsimile: . (209) 333-7953 Attorney for Petitioner, Carol Barlow SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN JOAQUIN IN RE: ) Case No.: STK-PR-TR-2018-1325 PETITION FOR INSTRUCTIONS AND MARIA T. CANHOTO REVOCABLE ) FOR SETTLEMENT OF ACCOUNT AND TRUST, Dated May 31, 2011. Ree AY OF Ie USTEE AND FEES (Probate Code §17200(b)(5), (6), (9)) pate: AUG 07 2019 TIME: 8:30 a.m. DEPT: 11A Petitioner, CAROL BARLOW, Successor Trustee of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011, (hereinafter, “the Trust”), hereby brings this petition for instructions and presents for settlement her first account and report of administration of the Trust, covering the period April 7, 2018 through the date of this petition, as follows: : 1. A true and complete copy of the First Amendment and Complete Restatement of the Trust, dated September 10, 2012, is attached hereto as Exhibit 1 and incorporated by reference. Petitioner does not have and has been unable to locate the original declaration of trust or a copy thereof among the settlor’s personal items, The attorney who prepared First Amendment and Complete Restatement of the Trust has stated that he does not have the original declaration of trust or a copy thereof. The preamble of the First Amendment and Complete Restatement of the Trust provides that the Trust “shall be replaced in whole, and the terms of the this amended and 1 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT27 28 completely restated trust agreement of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall supersede the terms of that declaration of trust for all purposes.” 2, Venue is proper in San Joaquin County. Petitioner is a resident of San Joaquin County, and the principal place of administration of the Trust is in San Joaquin County. 3. The sole Settlor and original Trustee of the Trust, Terezinha Maria Canhoto aka Maria) T. Canhoto, died on April 7, 2018. A copy of her Death Certificate is attached hereto as Exhibit 2 and incorporated by reference. 4. Under Article 6.2 of the Trust, petitioner is named as the second alternate Successor Trustee and became the acting Successor Trustee because of the death of the first alternate Successor Trustee, Maria J. Silva, on March 29, 2018. A copy of her Death Certificate is attached hereto as Exhibit 3 and incorporated by reference. 5. Petitioner is seeking instructions from the court concerning the distribution of the Trust. Under Article 5.3(c), because of the death of Maria J. Silva, who was a thirty percent beneficiary under Article 5.3(b), the Trust provides for distribution of the entire trust estate to the| Settlor’s “then-living first and second cousins .. . in equal or unequal amounts to such first and second cousins, as the trustee, in the trustee’s sole and absolute discretion, so chooses.” Article 5.3 provides as follows: “5.3 Disposition of Trust Estate “On the settlor’s death, the trust estate shall be disposed of as follows: “(a) The trustee shall distribute the tangible personal property of the settlor held by the trust to those beneficiaries specified in the last dated and notarized “Amendment of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Distribution of Tangible Personal Property Upon Death: form signed by the settlor and delivered to the trustees. If no such valid form exists at the death of the settlor, the tangible personal property of the settlor held by the trust shall be added to and disposed of as part of the remaining trust property as set forth below. “(b) IfMARIA J. SILVA (“MARIA”), the settlor’s first cousin, survives the settlor, the trustee shall distribute thirty (30) percent of the total trust property outright to MARIA. If MARIA fails to survive the settlor, this thirty (30) percent of the total trust property shall be added to 2 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTand augment the other seventy (70) percent of the trust property and shall be distributed as set forth in subsection (c) of this Section (Section 5.3). “(c) The trustee shall distribute the remaining seventy (70) percent of the total trust property if MARIA survives the settlor or all of the trust property if MARIA fails to survive the settlor as follows: The trustee shall distribute such property outright among the settlor’s then-living first and second cousins, whether living in the United States, Portugal, or Canada (but excluding the trustee, the trustee’s estate, creditors of the trustee, and creditors of the trustee’s estate), in equal or unequal amounts to such first and second cousins, as the trustee, in the trustee’s sole and absolute discretion, so chooses, “(d) If the trust property is not completely disposed of by the preceding provisions, the undisposed-of portion shall be distributed outright to the heirs of the settlor.” 6. Petitioner proposes distribution of the entire trust estate in equal shares to the Settlor’s first and second cousins, who were alive at her death, so that each receives a 1/15 share. 7. On information and belief, these first and second cousins, 15 persons total, are still alive and are all adults, and their names, relationships as first or second cousins to the Settlor, and addresses are as follows, based on information provided by second cousins Maria Freitas and Norberto Manuel Pereira and Norberto’s wife Cecilia: a. Antonio Martins Canhoto; First Cousin; Rua Morais Soares 56 Quinto Andar Direito, Lisboa 9348 Portugal; b. Maria Freitas; Second Cousin; Second Cousin; 40 Estrada Lane, Corte Madera, CA 94925; c. Maryjo Amaral; Second Cousin; 3411 Ellen Way, Napa, CA 94558; d. Deolinda Gourlart; Second Cousin; 849 Circle Drive, Santa Clara, CA 95050 e. Jose Manuel Garcia; Second Cousin; 17220 Tamara Lane, Royal Oaks, CA 95076 f. Senhorinha da Gloria Silva; Second Cousin; Largo Pieo da Urce Lote 5, Sao Pedro, 9700-198 Angra do Heroismo, Portugal g. Jose Carlos Silva; Second Cousin; 5 Rua 9 de Jutho Espalhafatos, Horta 9900- 491 Faial Azores, Portugal 3 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT27 28 h. Manuel Carlos Silva; Second Cousin; 13 Rua da Igreija Ribeirinha, Horta 9900-491 Faial Azores, Portugal i. Aileen da Silva Indio; Second Cousin; 28 Riverdale Drive, Elobicoke Ontario, Canada M9V2T3 , j. Jose Gabriel Silva; Second Cousin; Rua do Farrobo 19 Flamengos, Horta 9900- 401 Faial Azores, Portugal k. Jose Liberto Pereira; Second Cousin; 853 South Rose Avenue, Turlock, CA 95380 1, Norberto Manuel Pereira; Second Cousin; 3021 Peppermint Drive, San Jose, CA 95148 , m, Jose Antero Pereira; Second Cousin; 11 Rua das Canadinhas Ribeirinha, Horta 9900-491 Faial Azores, Portugal n. Manuel Emilio Pereira; Second Cousin; 7 Valverde Cedros, Horta 9900-341 Faial Azores, Portugal o. Jose Garcia Pascoal; Second Cousin; Rua da Aviacao Naval 11A Reis do Chao Esquerda, Aveiro 3810-055 Portugal 8. As to her account and report of administration, petitioner should be charged and credited as shown in the following Summary of Account, which is supported by the schedules attached hereto as Exhibit 4 and incorporated herein by reference: CHARGES Beginning Assets (Schedule A) $676,778.98 Receipts during account period (Schedule B) $ 3,088.14 Gain on Sale (Schedule D) $ 10,000.00 Total charges $689,867.12 CREDITS Disbursements during account period (Schedule C) $ 27,199.95 Property on hand at close of account (Schedule E) $662,667.17 Total credits $689,867.12 4 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT9. This petition for settlement of account and report of administration is reasonably necessary for the protection of the interest of petitioner as Successor Trustee and the Beneficiaries (as proposed in petitioner’s separate Petition for Instructions filed concurrently herewith) because without Court approval of this account, the Successor Trustee would be required hold back substantial funds from distribution to the beneficiaries to cover potential costs; of litigating any claims made during the approximately three years until the statute of limitations has expired. By means of this petition, the Successor Trustee seeks timely determination of all matters presented in this account so that the beneficiaries may receive distribution of the Trust estate and the Successor Trustee be protected from unreasonable claims. 10. Allegations under Probate Code §1064: a. On October 12, 2018, petitioner sold the settlor’s residence at 904 Lever Blvd., Stockton, CA to Ruben Torres and Delia Rodriguez for $190,000.00 with a brokerage commission of 6%. The Trust received net sale proceeds of $177,190.95 less a $15.00 bank wire! fee. This transaction is disclosed on Schedule F- Changes in Form of Assets, which is part of Exhibit 4 attached hereto. b. Petitioner hired her husband Barry Barlow to replace a window in the settlor’s residence and paid him a total of $250, which included the cost of the new window. c. Petitioner has previously paid her attorney, Gregory P. Goehring, the sum of $2,500.00 on July 23, 2018 for services related to the administration of the Trust before the preparation of this petition. d, All cash in the Trust has been invested and maintained in interest bearing accounts. ‘ 11. On November 16, 2018, petitioner filed a Notice to Creditors with the court and published the Notice to Creditors in The Record. The publication ran on November 24, 2018 and! December | and 8, 2018. Petitioner is not aware of any creditors, and no claims have been filed. 12, Pursuant to Probate Code §17203, the names and mailing addresses of the proposed beneficiaries of the Trust entitled to notice are stated in paragraph 7 above. This petition does not relate to a charitable trust subject to the jurisdiction of the Attorney General. Therefore, no 5 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTnotice to the Attorney General is required. Petitioner has not received any request for special notice and none are on file to petitioner’s knowledge. 13. Pursuant to San Joaquin County Superior Court Local Rule 4-401(C), petitioner requests a trustee fee for her services in the management and administration of the Trust estate in the amount of $4,970.00, which is based on the reasonable and customary rate of 3/4 of 1% of the market value of the trust assets on the date of the close of the account of $662,667.17. 14, Pursuant to San Joaquin County Superior Court Local Rule 4-401(D), petitioner requests compensation for her attorney, Gregory P. Goehring, Esq., for his services in the preparation, filing, and hearing of this petition in the amount of $2,485.00, which is one-half of the trustee’s requested fee of $4,970.00. 15. Petitioner requests authorization to withhold $20,000.00 from distribution as a reserve to cover final Trust expenses, including, but not limited to, supplemental property taxes following the sale of 904 Lever Blvd., Stockton, CA, and filing tax returns. 16. Petitioner anticipates receiving $642,641.08 from the Estate of Maria T. Canhoto. (See petition for final distribution filed in the Estate of Maria T. Canhoto, Case #STK-PR-EST- 2018-701). Petitioner proposes that this amount combined with the cash on hand in the Trust of $662,667.17, altogether totaling $1,305,308.25, be distributed as follows: a. Trustee fees to Carol Barlow $ 4,970.00 b. Attorney fees to Gregory P. Goehring $ 2,485.00 c. Reserve $20,000.00 Balance of $1,277,853.25 ($1,305,308.24 - $27,455.00) as follows: d. Antonio Martins Canhoto, 1/15 share $85,190.22 e. Maria Freitas, 1/15 share $85,190.22 f. Maryjo Amaral, 1/15 share $85,190.22 g. Deolinda Gourlart, 1/15 share $85,190.22 h. Jose Manuel Garcia, 1/15 share $85,190.22 i, Senhorinha da Gloria Silva, 1/15 share $85,190.22 j. Jose Carlos Silva, 1/15 share $85,190.22 6 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNTk. Manuel Carlos Silva, 1/15 share $85,190.22 1. Aileen da Silva Indio, 1/15 share $85,190.22 m. Jose Gabriel Silva, 1/15 share $85,190.22 n. Jose Liberto Pereira, 1/15 share $85,190.22 o. Norberto Manuel Pereira, 1/15 share $85,190.22 p. Jose Antero Pereira, 1/15 share $85,190.22 q. Manuel Emilio Pereira, 1/15 share $85,190.22 1. Jose Garcia Pascoal, 1/15 share $85,190.22 TOTAL $1,277,853.30* *The overage of $0.05 will come out of the reserve fund. WHEREFORE, petitioner requests that: 1, The Court find that all facts stated in the petition are true and that all notices required by law have been duly given. 2. The First Amendment and Complete Restatement of the Maria T. Canhoto Revocable Trust, Dated May 31, 2011, is valid and was in effect on the date of Maria T. Canhoto’s death on April 7, 2018. 3. Distribution of the entire Trust estate should be made in equal shares (1/15 each) to the Settlor’s first and second cousins as stated in paragraphs 7 and 15 above. 4. This account and report be settled, allowed, and approved, and all acts and transactions of petitioner set forth in it, or relating to the matters set forth in it, be ratified, confirmed, and approved. 5, Petitioner be allowed compensation in the amount of $4,970.00 and her attorney, Gregory P. Goehring, in the amount of $2,485.00, for their services. 6. Petitioner be authorized and directed to withhold from distribution $20,000.00 as a reserve for future expenses and to deliver the balance to the beneficiaries after such expenses have been paid. 7 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT7. Such other and further orders as the Court deems just and proper. Dated: May 24, 2019 Z. , , CAROL BARLOW Petitioner/Successor Trustee - Dated: May 24, 2019 my GREGORY P. GOEHRING P Attorney for Petitioner, ~ Carol Barlow 8 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT- VERIFICATION I, CAROL BARLOW, the petitioner in this matter, declare that I have read the petition and know its contents, which are true to my own knowledge except for those matters stated on my information and belief, and as to those matters I believe the petition to be true. : I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Dated: May 24, 2019 Cart, Babin CAROL BARLOW 9 PETITION FOR INSTRUCTIONS AND FOR SETTLEMENT OF ACCOUNT‘en FIRST AMENDMENT AND COMPLETE RESTATEMENT OF THE MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 PREAMBLE MARIA T. CANHOTO is the settlor of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 created under that certain declaration of trust dated May 31, 2011. MARIA T. CANHOTO and MARIA FREITAS were the trustees duly appointed and acting under and by terms of that declaration of trust. In Section 3.1. of that declaration of trust, the settlor reserved the right to amend the trust at any time during her lifetime. The settlor now wishes to exercise her right of amendment and, to that end, does hereby amend and completely restate that declaration of trust in the terms set forth in this amended and completely restated trust agreement. The current trustee hereby consents to the terms of this amended and completely restated trust agreement. In this amended and completely restated trust, MARIA T. CANHOTO shall be the sole initial trustee. The settlor and the trustee confirm that all assets currently titled in the name of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall continue to be held by the trustee as trust assets of the amended and restated trust. The parties agree that, upon execution of this instrument, the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall be replaced in whole, and the terms of this amended and completely restated trust agreement of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall supersede the terms of that declaration of trust for all purposes. The MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall now read as follows: MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 1MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 ARTICLE ONE. CREATION OF TRUST 1.1 Declaration MARIA T, CANHOTO of San Joaquin County, California, who is herein referred to as “the settlor” or “the trustee,” depending on the context, hereby declares that she holds certain property (the “trust estate”), in trust, to be held, administered, and distributed as provided in this instrument. 1.2 Names of Trusts The trusts created by this instrument shall be known collectively as the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011, and each separate trust created under this instrument shall be referred to by adding the name or designation of that separate trust as it appears in the appropriate Section of this instrament. 1.3 Effective Date _ This amendment to and complete restatement of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 shall be effective immediately on execution by all the parties. 1.4 Marital Status The settlor is not currently married. 1.5 No Living or Deceased Children The settlor has no living or deceased children. 1.6 Definitions of Child, Children, and Issue As used in this instrument, the terms “child” and “children” refer to natural children and children who have been legally adopted during minority by the parent or parents from or through whom their right to inherit or to take is determined or derived, and the term “issue” refers to all MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page2lineal descendants of all generations, with the relationship of parent and child at each generation being determined by the definitions of “child” and “children” set forth in this instrument. ARTICLE TWO. TRUST ESTATE 2.1 Definition of Trust Estate All property subject to this instrument from time to time is referred to as the “trust estate” and shall be held, administered, and distributed as provided in this instrument. The trustee shall hold, administer, and distribute the property described in “Schedule A”, attached hereto and made a part of this trust instrument, any other property that may be hereafter subject to this trust, and the income and proceeds attributable to all such property, in accordance with the provisions of this instrument, If one or more subtrusts are created pursuant to this instrument, each such subtrust shall have an appropriately labeled schedule of assets. 2.2 Additions to Trust From time to time, the trustee may accept additions to this trust from any source. All such additions shall become a part of the trust estate and shall be held, administered, and distributed in accordance with the terms of this instrument. That additional property shall become part of the trust estate upon written acceptance of it by the trustee. Any additions to the trust shall be made by designating in writing the property to be added. However, the titling of any account, deed, or similar asset in the name of the trustee, as trustee of this trust, or any alternate or successor trustee acting under this instrument, shall be deemed to be a transfer to this trust. Any designation by a third party, whether by Will, deed, account title designation, or similar transfer, shall also be a transfer to the trust estate. MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 3ARTICLE THREE. RIGHTS AND POWERS OF SETTLOR 3.1 Power of Revocation and Amendment Any trust created by this instrument may be amended, revoked, or terminated by the settlor, in whole or in part, at any time during her lifetime. After the settlor’s death, any trust created by this instrument shall be irrevocable and not subject to amendment. 3,2 Method of Revocation or Amendment Any amendment, revocation, or termination of any trust created by this instrument shall be made by written instrument signed by the settlor and delivered to the trustee. An exercise of the power of amendment substantially affecting the duties, rights, and liabilities of the trustee shall be effective only if agreed to by the trustee in writing. The method of amendment and revocation provided in this Section is not exclusive. 3.3 Delivery of Property After Revocation After any revocation or termination, the trustee shall promptly deliver the designated property to the settlor. 3.4 Trustee’s Retention of Assets on Revocation In the event of any revocation of all or part of the trust, the trustee shall be entitled to retain sufficient assets to reasonably secure the payment of liabilities the trustee has lawfully incurred in administering the trust and any fees that have been earned by the trustee, until such time as those liabilities have been discharged and fees paid, unless the settlor indemnifies the trustee against loss or expense. 3.5 Exercise of Rights and Powers of Settlor By Others Any right or power that the settlor could exercise personally under the terms of this instrument, except the power to amend, revoke, or terminate any trust created by this instrument, may be exercised for and in behalf of the settlor by any attorney in fact who, at the time of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 4exercise, is duly appointed and acting for the settlor under a valid and enforceable durable power of attorney executed by the settlor under the Uniform Durable Power of Attorney Act, or any successor statute, or, if there is no such attorney in fact, by a duly appointed and acting conservator of the settlor, after petition to the court in accordance with Califomia Probate Code Section 2580, or any successor statute, The power to amend, revoke, or terminate any trust created by this instrument is personal to the settlor and may not be exercised by any other person or entity. , ARTICLE FOUR. DISTRIBUTIONS DURING SETTLOR’S LIFE 4.1 Payment of Income During Settlor's Lifetime So long as the settlor is living, the trustee shall pay to or apply for the benefit of the settlor all of the net income of the trust, in monthly or other convenient installments (but not less often than annually) as the settlor and the trustee may agree on from time to time. Distributions of Principal During Settlor’s Lifetime From time to time during the settlor’s lifetime, the trustee shall distribute to or apply for the benefit of the settlor as much of the principal of the trust as the trustee, in the trustee’s discretion, deems proper for the settlor’s comfort, welfare, and happiness. In exercising discretion, the trustee shall give the consideration that the trustee deems proper to all other income and resources then readily available to the settlor for use for these purposes and that are then known to the trustee. All decisions of the trustee regarding payments under this Section, if any, are within the trustee's discretion and shall be final and incontestable by anyone. 4.3 Distributions of Principal at Request of Settlor During the settlor’s lifetime, the trustee shall distribute to the settlor such amounts from the principal of the trust, up to the whole thereof, as the settlor may from time to time request of the trustee in writing. MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 54.4 Requests on Behalf of the Settlor Unable to Do So Personally If, at any time, the settlor is unable personally to make a request of the trustee to withdraw principal of the trust, the settlor’s right to make the request may be exercised for or in behalf of the settlor by an attorney in fact who, at the time of the exercise, is duly appointed and acting for the settlor under a valid and enforceable durable power of attorney executed by the settlor under the Uniform Durable Power of Attorney Act, or any successor statute, If there is no such attomey in fact, then the trustee shall have the discretion to make any principal distribution to or for the benefit of the settlor that the settlor could have requested personally if she were able to do so, In making any principal distribution under this Section (whether pursuant to a request by an attomey in fact or not), the trustee shall pay as much of the principal as the trustee, in the trustee’s discretion, deems necessary for the settlor’s health, education, support, and maintenance. The trustee shall have discretion to determine when the settlor is unable personally to request principal payments from the trustee for purposes of this Section. 4.5 Trustee’s Power to Make Gifts at Direction of Settlor During the settlor’s lifetime, the trustee shall distribute such sums of trust principal to such person or persons who are the natural objects of the settlor’s bounty, as the settlor may direct in writing, In the event that the settlor is unable to direct the trustee in writing under this Section due to incapacity, such direction may be made on the settlor’s behalf by a duly authorized attorney in fact acting under a valid durable power of attorney executed by the settlor under the Uniform Durable Power of Attomey Act (or successor statute); provided, however, that the amount of such gifts pursuant to the direction of an attorney in fact to any one person in any one year shall not excced the amounts excluded from gift tax under Sections 2503(b) and (e) of the Internal Revenue Code (or successor statute). MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 6ARTICLE FIVE. DISTRIBUTIONS AFTER SETTLOR'S DEATH 5.1 Payment of Death Taxes, Debts, and Expenses on Statement From Personal Representative After the settlor’s death, on receipt by the trustee of a written statement from the personal representative of the settlor’s estate requesting that the trustee pay death taxes, debts, and expenses (as defined in Article Seven), with respect to any property in the settlor’s estate, the trustee shall pay, either directly or to the personal representative, any amounts requested by the personal representative for those purposes, in the manner specified below. The trustee may rely on the personal representative's statement and shall not be liable for any act or omission by the personal representative in protesting or failing to protest the legality, propriety, or amount of the death taxes, debts, or expenses, If there is no personal representative, the trustee shall make the payments directly. Payments of debts and expenses shall be made by the trustee from the trust estate. All death taxes payable by reason of the settlor’s death shall be prorated and apportioned among the persons interested in the settlor’s estate as provided in the California Probate Code. The trustee shall not pay death taxes, debts, and expenses or other obligations of the settlor or the - settlor’s estate from proceeds of insurance policies on the settlor’s life if making those payments would be the sole cause of the proceeds being includable in the settlor’s gross estate for federal estate tax purposes. 5.2 Trustee’s Power to Defer Division or Distribution Whenever the trustee is directed to divide any part of the trust estate or distribute trust assets on the death of the settlor, the trustee may, in the trustee’s discretion, defer actual division or distribution for such reasonable period of time as is needed to effectively identify, take possession of, value, divide, and distribute the assets of the trust. During this time of deferral, the trustee may manage the trust assets through a single administrative trust. The ability of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 201! Page 7trustee to delay division or distribution shall not affect the vesting of interests, which shall be as of the date of death. 5.3 Disposition of Trust Estate On the setttor’s death, the trust estate shall be disposed of as follows: (a) The trustee shall distribute the tangible personal property of the settlor held by the trust to those beneficiaries specified in the last dated and notarized “Amendment of the MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Distribution of Tangible Personal Property Upon Death” form signed by the settlor and delivered to the trustees. If no such valid form exists at the death of the settlor, the tangible personal property of the settlor held by the trust shall be added to and disposed of as part of the remaining trust property as set forth below. (b) IfMARIA J. SILVA (“MARIA”), the settlor’s first cousin, survives the settlor, the trustee shall distribute thirty (30) percent of the total trust property outright to MARIA. If MARIA fails to survive the settlor, this thirty (30) percent of the total trust property shall be added to and augment the other seventy (70) percent of the trust property and shall be distributed as set forth in subsection (c) of this Section (Section 5,3). (c) The trustee shall distribute the remaining seventy (70) percent of the total trust property if MARIA survives the settlor or all of the trust property if MARIA fails to survive the settlor as follows: The trustee shall distribute such property outright among the settlor’s then-living first and second cousins, whether living in the United States, Portugal, or Canada (but excluding the trustee, the trustee’s estate, creditors of the trustee, and creditors of the trustee’s estate), in equal or unequal amounts to such first and second cousins, as the trustee, in the trustee’s sole and absolute discretion, so chooses. (d) If the trust property is not completely disposed of by the preceding provisions, the undisposed-of portion shall be distributed outright to the heirs of the settlor. ARTICLE SIX. TRUSTEE 6.1 Settlor’s Power to Designate Successor Trustees or Cotrustees Atany time, the settlor may designate either or both of the following: (a) Any suitable person or entity to act as a successor cotrustee if a cotrustee dies, becomes incapacitated, or is otherwise unable or unwilling to continue to act as cotrustee. MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31,2011 Page 8(b) One or more suitable persons or entities to act as a successor trustee, or as successor cotrustees, if the initial cotrustees die, become incapacitated, or are otherwise unable or unwilling to continue to act as cotrustees. Any designation under this Section shall be made by a signed writing delivered to the _ person or entity designated as successor trustee or cotrustee. The settlor may revoke, amend, or replace the written instrument designating the successor trustee or cotrustee at any time before a particular vacancy is filled, If more than one designation is made under this Section, only the most recent designation shall be valid. 6.2 Successor Trustees If the office of trustee becomes vacant, by reason of death, incapacity, or any other reason, and no successor trustee has been designated under any other provision of this trust instrument the following, in the order of priority indicated, shall be trustee: If the office of trustee becomes vacant, by reason of death, incapacity, or any other reason, and no successor trustee has been designated under any other provision of this trust instrument the following, in the order of priority indicated, shall be trustee: First, MARIA J. SILVA, the settlor’s first cousin; Second, CAROL BARLOW, the settlor’s close friend; Third, DIANE RHONEMUS, another close friend of the settlor. 6.3 Successor Trustee Appointed by Beneficiaries or by Court If all those named above are or become unable (by reason of death, incapacity, or any other reason) or unwilling to serve or continue to serve as successor trustee of any trust created under this trust instrument, a new trustee or set of cotrustees shall be appointed by majority vote of the adult beneficiaries of the trust who are then entitled to receive income under the trust, or who would be entitled to receive a distribution of principal from the trust if the trust were then terminating, and who then have the legal capacity to give such a vote. Ifa majority of the MARIA T, CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 9beneficiaries are unable to agree on a new trustee or cotrustees, a new trustee or cotrustees may be appointed by the court, 6.4 No Replacement of Cotrustees If, at any time when two or more persons or entities are serving as cotrustees, any one or more (but less than all) of them are unable or unwilling for any reason to continue to serve as cotrustees, and no successor cotrustee has been designated under any other applicable provisions of this trust instrument, no new cotrustee shall be appointed. Rather, the remaining cotrustee or cotrustees shall have full power to act as trustes or cotrustees and to continue the trust administration. 6.5 Definition of Trustee Reference in this instrument to “the trustee” shall be deemed a reference, to whoever is serving as trustee or cotrustees, and shall include alternate or successor trustees or cotrustees, unless the context requires otherwise, 6.6 Power to Appoint Special Trustee ‘The then serving trustee may appoint one or more individuals or corporate trustees to serve as a Special Trustee. A Special Trustee shall have all the rights and powers granted to the trustee under this trust instrument solely and exclusively with reference to the subject matter and duties and responsibilities specified by the persons appointing the Special Trustee, such as making discretionary distributions to certain beneficiaries (including beneficiaries who are trustees) or managing specific trust property. 6.7 Scope and Exclusivity of Special Trustee’s Powers While serving, a Special Trustee shall have all the rights and powers necessary to carry out the duties and responsibilities specified with respect to the matters under the Special Trustee’s authority, including, limited by the scope of those duties and responsibilities, all rights MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 10and powers granted to the trustee under this trust instrument for the administration and management of the trust estate. A Special Trustee also shall have all special powers granted by the persons appointing the Special Trustee. The powers granted to the Special Trustee shall not limit or restrict the powers granted to the trustee, except that while the Special Trustee is serving, no other trustee may exercise the powers granted to the Special Trustee with respect to the subject matter reserved exclusively to the management and discretion of the Special Trustee. 6.8 Removal and Replacement of Trustee by Settlor While the settlor is alive, the settlor shall have the power, at any time and for any reason, with or without cause, to remove any trustee acting under this instrument, and notwithstanding any other provision of this instrument, designate another trustee to replace the removed trustee. Removal shall be effected by giving a written notice of removal to the trustee to be removed and to the designated successor. The removal shall become effective on the delivery to the settlor ofa written acceptance of the trust by the successor trustee, and the settlor shall promptly notify the trustee being removed of the receipt of that acceptance. 6.9 Waiver of Bond No bond or undertaking shall be required of any individual who serves as a trustee under this instrument. 6.10 Compensation of Individual Trustees Each individual who is a trustee under this instrument shall be entitled to reasonable compensation for services rendered, payable without court order. 6.11 Compensation of Special Trustee Any Special Trustee serving under this trust shall be entitled to reasonable compensation for services rendered. MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 116.12 Proc for Resignation Any trustee, including a Special Trustee, may resign at any time, without giving a reason for the resignation, by giving written notice, at least thirty (30) days before the time the resignation is to take effect, to the settlor, if living, to any other trustee then acting (including a Special Trustee), to any persons authorized to designate a successor trustee, to all trust beneficiaries known to the trustee (or, in the case of a minor beneficiary, to the parent or guardian of that beneficiary) and to the successor trustee. A resignation shall be effective on written acceptance of the trust by the successor trustee. 6.13 General Powers of Trustee To carry out the purposes of the trusts created under this instrument, and subject to any limitations stated elsewhere in this instrument, the trustee shall have all of the following powers, in addition to all of the powers now or hereafter conferred on trustees by law: (a) With or without court authorization, sell (for cash or on deferred payments, and with or without security), convey, exchange, partition, and divide trust property; grant options for the sale or exchange of trust property for any purpose, whether the contract ig to be performed or the option is to be exercised within or beyond the term of the trust; and lease trust property for any purpose, for terms within or extending beyond the expiration of the trust, regardless of whether the leased property is commercial or residential and regardless of the number of units leased. (b) Engage in any transactions with the personal representative of the estate of the settlor that are in the best interest of any trusts created in this instrument. (c) Manage, contro}, improve, and maintain all real and personal trust property. (d) Subdivide or develop land; make or obtain the vacation of plats and adjust boundaries, or adjust differences in valuation on exchange or partition by giving or receiving consideration; and dedicate land or easements to public use with or without consideration. . (e) Make ordinary or extraordinary repairs or alterations in buildings or other trust property, demolish any improvements, raze existing party walls or buildings, and erect new party walls or buildings, as the trustee deems advisable. MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 12() Employ and discharge agents and employees, including but not limited to attorneys, accountants, investment and other advisers, custodians of assets, property managers, real estate agents and brokers, and appraisers, to advise and assist the trustee in the management of any trusts created under this trust instrument, and compensate them from the trust property. (g) With respect to securities held in trust, exercise all the rights, powers, and privileges of an owner, including, but not limited to, the power to vote, give proxies, and pay assessments and other sums deemed by the trustee necessary for the protection of the trust property; participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers, and liquidations, and, in connection therewith, deposit securities with and transfer title to any protective or other committee under such terms as the trustee deems advisable; exercise or sell stock subscription or conversion rights; and accept and retain as investments of the trust any securities or other property received through the exercise of any of the foregoing powers. . (h) Enter into transactions for the purchase and sale of securities and other investments, including, without limitation, stocks (preferred or common), bonds, mutual funds, and certificates of deposit, including the following: (1) the power to maintain margin and short accounts and through such accounts to purchase securities on margin, sell securities which the trust does not own (i.e., short sales), and to borrow securities in connection therewith, to borrow money, to secure the performance of the trust’s obligations to the brokerage firm by granting a security interest in trust assets held in the trust brokerage account and in other present or future trust brokerage accounts and to grant authority to the brokerage firm acting as principal or otherwise, to pledge, repledge, hypothecate or rehypothecate assets of the trust; and (2) the power to trade in options, including without limitation, the purchase of puts and calls and the writing (sale) of covered and uncovered puts and calls. (i) Hold securities or other trust property in the trustee’s own name or in the name of a nominee, with or without disclosure of the trust, or in unregistered form, so that title may pass by delivery. (j) Deposit securities in a securities depository that is either licensed or exempt from licensing. (k) Borrow money for any trust purpose from any person or entity, including one acting as trustee hereunder, on such terms and conditions as the trustee deems advisable, and obligate the trust for repayment; encumber any trust property by mortgage, deed of trust, pledge, or otherwise, whether for terms within or extending beyond the term of the trust, as the trustee deems advisable, to secure repayment of any such loan; replace, renew, and extend any such loan or encumbrance; and pay loans or other obligations of the trust deemed advisable by the trustee. MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 13()_ Procure and carry, at the expense of the trust, insurance in such forms and in such amounts as the trustee deems advisable to protect the trust property against damage or loss, and to protect the trustee against liability with respect to third persons. (m) Enforce any obligation owing to the trust, including any obligation secured by a deed of trust, mortgage, or pledge held as trust property, and purchase any property subject to a security instrument held as trust property at any sale under the instrument. (n) Extend the time for payment of any note or other obligation held as an asset of, and owing to, the trust, including accrued or future interest, and extend the time for repayment beyond the term of the trust. (c) Pay or contest any claim against the trust; release or prosecute any claim in favor of the trust; or, in lieu of payment, contest, release, or prosecution, adjust, compromise, or settle any such claim, in whole or in part, and with or without consideration. (p) At trust expense, prosecute or defend actions, claims, or proceedings of whatever kind for the protection of the trust property and of the trustee in the performance of the trustee’s duties, and employ and compensate attorneys, advisers, and other agents as the trustee deems advisable, (q To disclaim all or any portion of any power granted to the trustee in this instrument, A disclaimer by a trustee of a power or a portion of a power shall be binding on all successor trustees. 6.14 Power to Retain Trust Property The trustee shall have the power to retain property received into the trust at its inception or later added to the trust, as long as the trustee considers that retention in the best interests of the trust or in furtherance of the goals of the settlor in creating the trust, as determined from this trust instrument, but subject to the standards of the prudent investor rule as set forth in the California Uniform Prudent Investor. Act, as amended from time to time. 6.15 Trustee’s Power to Invest Property Subject to the standards of the prudent investor rule as stated in the California Uniform Prudent Investor Act, as amended from time to time, the trustee shall have the power to invest MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 14and manage the trust assets as a prudent investor would, by considering the purposes, terms, distribution requirements, and other circumstances of the trust. 6.16 Power Over Unproductive Property The trustee shall have the power to retain or acquire unproductive or underproductive property, 6.17 Power to Operate Business The trustee shall have the power to hold and operate any business or enterprise that is or becomes trust property, on such terms and for such a time as the trustee, in the trustee’s discretion, deems advisable; to purchase, acquire, invest in, or otherwise participate in, any business or other enterprise on behalf of the trust; or to sell, dissolve, liquidate, or terminate any such business. The trustee shall also have the power to incorporate, reorganize, or otherwise : change the form of a business or enterprise that is part of the trust, through merger or consolidation of two or more enterprises or otherwise, and to participate in that business or enterprise as a sole proprietor, as a general or limited partner, as a shareholder, or in any other capacity. Any operation, sale, purchase, acquisition, investment in, or dissolution or liquidation of a business interest, in good faith, shall be at the risk of the trust, and without liability on the part of the trustee for any resulting losses. The trustee shall also have the power to contribute capital or loan money to the business or enterprise on such terms and conditions as the trustee deems advisable. 6.18 Power to Self-Deal The trustee, acting as an individual or as a trustee of another trust not created by this trust instrument, shall have the power to perform the following acts with respect to the property of any trust under this trust instrument: purchase property from or sell property to the trust at fair market value; exchange property for trust property of equal value; lease property from or to the trust at MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 15fair rental value; lend or advance funds to the trust, with interest at then-prevailing rates, and receive security for the loans in any commercially reasonable form; and receive from any business in which the trust has an interest a reasonable salary and reimbursement of expenses while performing duties as a trustee. The trustee, acting as trustee of another trust established by the settlor or another trust established for the benefit of any one or more of the beneficiaries of the trust, shall have the power to borrow funds from the trust with interest at then-prevailing rates, and give security for the loans in any commercially reasonable form. 6.19 No Duty to Segrepate Each trust created under this instrument shall constitute a separate trust and be administered accordingly; however, the assets of all of the trusts may be combined for bookkeeping purposes and held for the trust beneficiaries without physical division into separate trusts until time of distribution. 6.20 Power to Divide or Combine Trusts The trustee shall have the power to divide a single trust into separate shares, each to be administered in accordance with the terms and conditions of the single trust from which they were created, when the trustee, in the trustee’s discretion, determines that division is desirable or advisable in view of tax considerations (including considerations related to the income tax, the gift tax, the estate tax, or the generation-skipping transfer tax) or other objectives of the trusts and their beneficiaries. The trustee shall not be required to make a physical segregation or division of the various trust shares created under this trust instrument, except as segregation or division may be required by reason of the termination and distribution of any of the trusts, but the trustee shall keep separate accounts and records for different undivided interests, The trustee, in the trustee’s discretion, shail have the further power to combine two or more trusts having MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 16substantially the same terms into a single trust for purposes of administration, when tax or other factors indicate that such combination would be desirable or advisable. 6.21 Trustee’s Power to Determine Income and Principal Unless otherwise specifically provided in this instrument, the determination of all matters with respect to what is principal and income of any trust under this instrument and the apportionment and allocation of receipts, expenses, and other charges between principal and income shall be governed by the provisions of the California Uniform Principal and Income Act from time to time existing. The trustee in the trustee’s discretion shall determine any matter not provided for either in this instrument or in the California Uniform Principal and Income Act. 6.22 Early Termination of Trusts The trustee shall have the power, in the trustee’s discretion, to terminate any trust created under this trust instrument whenever the fair market value of the trust falls below thirty thousand dollars ($30,000), or becomes so small in relation to the costs of administration as to make continuing administration uneconomical, or contrary to the purposes of the trust. Continuing administration shall be uneconomical if the trustee determines that, with reference to the trust fee schedules then in effect for corporate fiduciaries in the area in which the trust is being administered, the trust would be subject to the minimum trust administration fees of those fiduciaries, regardless of the value of the trust. On termination, the trustee shall distribute the principal and any accrued or undistributed net income to the income beneficiaries in proportion to their shares of the income. If no fixed amount of income is payable to specific beneficiaries, the trustee shall distribute the principal and any accrued or undistributed net income in equal shares to those beneficiaries who would then be entitled to income payments from the trust. MARIA T. CANHOTO REVOCABLE TRUST, Dated May 31, 2011 Page 176.23 Division or Distribution in Cash or Kind In order to satisfy a pecuniary gift or to distribute or divide trust assets into shares or partial shares, the trustee may distribute or divide those assets in kind, or divide undivided interests in those assets, or sell all or any part of those assets and distribute or divide the property in cash, in kind, or partly in cash and partly in kind. Property distributed to satisfy a pecuniary gift under this instrument shall be valued at its fair market value at the time of distribution. 6.24 Pa