HomeMy WebLinkAboutZMA201800006 Ownership Documents Zoning Map Amendment 1999-02-01 8f
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AMENDMENT AND RESTATEMENT
OF
THE JANET H. LEE REVOCABLE TRUST(U/A DATED 2/1/1999)
In a trust agreement dated for identification as of February 1, 1999,I,Janet H.
Lee, residing in Albemarle County, Virginia, as Settlor,created a trust naming myself
and my husband,Thomas H. Lee,as initial Trustees, wherein I reserved the right at any
time or times to amend or revoke the trust agreement in whole or in part by written notice
to the Trustee. On September 24,2004, I amended and restated that trust agreement in
its entirety.
I now desire to make certain further changes to that trust agreement and in
order to avoid confusion and the need to refer to more than one document, I,therefore, as
of this 16 h day August,2007,hereby restate that trust agreement(as amended and
restated) in its entirety by revoking Articles I through VIII,inclusive thereof,and by
substituting in lieu thereof the following new Articles I through XX,it being my
intention to restate that trust agreement in its entirety(other than the introductory and
closing provisions) naming myself as initial Trustee,as follows:
ARTICLE I: DEFINITIONS
(a) Whenever used in this instrument:
(1) Child,""children,"and"lineal descendants"include those here-
after born, as well as those now in existence. A person en ventre sa mere shall be
deemed to be in existence if later born alive. Any person adopted according to law at any
time prior to age eighteen shall thereafter for all purposes be treated as a child born to the
one who adopts such person. At the time of the execution of this instrument,I have one
child living,namely: David C. Lee. David C. Lee has four children now living, namely
Alicia Lee (an adult), Christine Lee (an adult),Ariella Lee (a minor),and Jordan Lee (a
minor). As of the time of the execution of this instrument,I have no other lineal
descendants alive for whom I wish to provide under this instrument.
Notwithstanding the foregoing or anything else contained in this instrument or
under applicable state or federal law,the term "lineal descendants" used in this
instrument shall not include any individual who is a lineal descendant of mine by virtue
of legal adoption if such individual (A) was so adopted after the date of my death, and
(B)is older than the oldest beneficiary under any trust passing under this instrument who
was a living member of the class consisting of my lineal descendants on the date of my
death.
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(2) "Trustee,""Trustees,"and"executor"refer to the one or more
persons(including corporations)serving in such office at any given time, whether
original,substitute, or successor Trustees or executors.
(3) For purposes of this instrument,an"adult"refers to a person who
has attained the age of eighteen.
(4) "Code"refers to the Internal Revenue Code of 1986,as amended,
and reference to any provision or section of that Code shall be deemed to refer to the
provision or section of the federal tax law, in effect on the date of my death,that
corresponds to the provision or section referred to that was in effect at the time of the
execution of this instrument.
(5) The masculine gender shall be construed to include a female or a
corporation, and the feminine gender shall be construed to include a male or a corpora-
tion,where the context so requires.
(b) In applying any provision of this instrument which refers to a person's
lineal descendants"per stirpes,"the children of that person shall be taken to be the heads
of the respective stocks of lineal descendants.
ARTICLE II: SETTLOR'S RESERVATION OF POWERS
I hereby reserve the right to alter, amend,modify, or revoke this trust,in whole or
in part, at any time and from time to time,by an instrument in writing signed by me and
delivered to the Trustee. The Trustee shall have a reasonable amount of time after
receipt of an instrument revoking this trust, in whole or in part,in which to deliver to me
the trust property as to which the trust is revoked.
ARTICLE III: DISTRIBUTIONS DURING LIFE OF SETTLOR
During my life all of the trust property shall be held and disposed of as follows:
(a) The Trustee shall distribute all of the income of this trust in convenient
installments to me or as I direct;provided,however,that the Trustee shall accumulate
and add to the principal of the trust so much of the said income as I may from time to
time direct and shall pay to me from the principal of the trust such amounts as I may
from time to time direct. Except when I am Trustee,any direction by me pursuant to this
Paragraph shall be in writing and signed by me.
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(b) Notwithstanding the provisions of Paragraph(a)of this Article, during
any period in which I am deemed to be incapacitated (as defined in Paragraph(f)of
Article XII),the Trustee in his discretion may pay to me or for my benefit so much of the
income and principal of this trust as the Trustee may from time to lime deem necessary
or advisable for my health, maintenance,and support in my accustomed manner of
living.
ARTICLE IV: DISTRIBUTION OF TANGIBLE PERSONAL
PROPERTY UPON DEATH OF SETTLOR
(a) Subject to Paragraph(b)of this Article,upon my death,the Trustee
shall distribute all of my automobiles,household goods and equipment,including,but
not limited to, all computer equipment,furniture and furnishings, and all of my personal
effects, including wearing apparel,jewelry,and books,together with any and all policies
of insurance of any kind on such property in effect at the time of my death,to David C.
Lee,if he survives me. If David C.Lee does not survive me,such property shall be
distributed as part of the residue of my estate or shall be sold and the net proceeds of
such sale shall be distributed as part of the residue of my estate.
(b) I may write a letter,which would be kept with this instrument,
containing suggestions for the distribution of some of the property described in
Paragraph(a) above,and I direct my beneficiaries and the Trustee to follow the terms of
such letter in making distributions of such property.
ARTICLE V: DISTRIBUTION OF TRUST PROPERTY UPON MY DEATH
Upon my death,the Trustee shall divide and distribute all of the property
remaining in this trust after making the distributions described in Article III above and
after making any payments required under Article XIV below as follows:
(a) If David C. Lee survives me,the Trustee shall distribute to him as soon as
practicable after my death the sum of Five Hundred Thousand Dollars($500,000).
(b) If Jordon Lee survives me,the Trustee shall distribute the sum of Two
Hundred Fifty Thousand Dollars($250,000)to the Trustee named under this instrument
of the trust for Jordan's benefit created under Article VIII of this instrument to be held,
administered and distributed according to the provisions of Article VIII of this
instrument.
(c) If David C. Lee survives me,after making any distributions and payments
referred to in the preceding provisions of this Article,the Trustee shall distribute the
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remainder of the trust property to the Trustee of the Family Trust to be held,administered
and distributed under the provisions of Article VI of this instrument.
(d) If David C. Lee does not survive me, the Trustee shall divide and
distribute all of the property remaining in the trust after malting the payments required
under Article XIV below as follows:
(1) Two-thirds thereof shall be set aside and shall be further divided
and distributed as follows:
(A) One-fifth thereof shall be distributed to Alicia Lee if she
survives me and has reached the age of thirty-five years at my death. If Alicia Lee
survives me but has not reached the age of thirty-five years at my death, one-fifth thereof
shall be distributed to the Trustee hereinafter named to be held as a separate trust share
designated the"Alicia Lee Trust"and administered and distributed as provided in Article
VII of this instrument. If Alicia Lee does not survive me,the one-fifth share of the trust
property that otherwise would have passed under this subparagraph to her or for her
benefit shall be distributed to her lineal descendants who survive me,per stirpes. If
Alicia Lee has no lineal descendants who survive me,such one-fifth share shall be
distributed among my lineal descendants, subject to postponement of possession as
provided below in this instrument;provided,however,that: (A)any share created for
Christine Lee or Ariella Lee at any time that such person shall not have reached the age
of thirty-five years shall be distributed instead to the then-acting Trustee of the separate
trust for such person and held, administered and distributed as provided in Article VII of
this instrument,and(B)any share created for Jordan Lee shall instead be distributed to
the then-acting Trustee of the separate trust for his benefit and held,administered and
distributed as provided in Article VIII of this instrument.
(B) One-fifth thereof shall be distributed to Christine Lee if
she survives me and has reached the age of thirty-five years at my death. If Christine Lee
survives me but has not reached the age of thirty-five years at my death,one-fifth thereof
shall be distributed to the trustee hereinafter named to be held as a separate trust share
designated the"Christine Lee Trust"and administered and distributed as provided in
Article VII of this instrument. If Christine Lee does not survive me,the one-fifth share
of the trust property that otherwise would have passed under this subparagraph to her or
for her benefit shall be distributed to her lineal descendants who survive me,per stirpes.
If Christine Lee has no lineal descendants who survive me, such one-fifth share shall be
divided among my lineal descendants,per stirpes;provided,however,that: (A) any
share created for Alicia Lee or Ariella Lee at any time that such person shall not have
reached the age of thirty-five years shall be distributed instead to the then-acting Trustee
of the separate trust for such person and held,administered and distributed as provided in
Article VII of this instrument,and(B)any share created for Jordan Lee shall instead be
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distributed to the then-acting Trustee of the separate trust for his benefit and held,
administered and distributed as provided in Article VIII of this instrument.
(C) If Ariella Lee survives me,one-fifth thereof shall be
distributed to the Trustee hereinafter named to be held as a separate trust share
designated the"Ariella Lee Trust"and administered and distributed as provided in
Article VII of this instrument. If Ariella Lee does not survive me,the one-fifth share of
the trust property that otherwise would have passed under this subparagraph for her
benefit shall be distributed among my lineal descendants,per stirpes;provided,however,
that: (A)any share created for Christine Lee or Alicia Lee at any time that such person
shall not have reached the age of thirty-five years shall be distributed instead to the then-
acting Trustee of the separate trust for such person and held,administered and distributed
as provided in Article VII of this instrument, and(B) any share created for Jordan Lee
shall instead be distributed to the then-acting Trustee of the separate trust for his benefit
and held, administered and distributed as provided in Article VIII of this instrument.
(D) If Jordan Lee survives me,two-fifths thereof shall be
distributed to the Trustee hereinafter named to be held as a separate trust share
designated the"Jordan Lee Trust"and administered and distributed as provided in
Article VII of this instrument. If Jordan Lee does not survive me,the two-fifths share of
the trust property that otherwise would have passed under this subparagraph for his
benefit shall be divided among my lineal descendants,per stirpes;provided,however,
that any share created for Alicia Lee,Christine Lee or Ariella Lee at any time that such
person shall not have reached the age of thirty-five years shall be distributed instead to
the then-acting Trustee of the separate trust for such person and held, administered and
distributed as provided in Article VII of this instrument.
(2) Two-thirds thereof shall be further divided and distributed as
follows: •
(A) One-fourth half thereof shall be distributed in equal shares
to the Charlottesville-Albemarle County Rescue Squad,Inc.,of Charlottesville,Virginia
and Community Meals on Wheels,Inc.,of Charlottesville,Virginia,to be used for each
entity's general charitable purposes as its governing board deems appropriate.
(B) One-fourth thereof shall be distributed to Mrs.Bok S.
Park.
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(C) The balance thereof shall be divided into a sufficient
number of equal shares to create one share for each of the following individuals as shall
then be living and each such share shall be distributed to such individual outright and
free of trust:
(i) Sang Me In, of Gilroy,California.
(ii) Young Me Kim,of Madison,Wisconsin.
(iii) Chung Ae Choi,of Seoul,Korea.
(iv) Chan Eun Park,of Chester,Virginia.
(v) Chan Won Park, of Chesterfied,Virginia.
(vi) Mrs. Jae Sung Juhn, of Ellicott City,Maryland.
(vii) Chan Shick Park,of Colonial Heights,Virginia.
(viii) Hae Sung Lee, of Fairfax,Virginia.
If any individual named in clause (i)through(viii) immediately above is not then living,
the share created for such person shall lapse and be divided among the other individuals
named in clause(i)through(viii) as shall then be living.
ARTICLE VI: FAMILY TRUST
Any part of the trust property directed under this instrument to be held for David
C. Lee's benefit under this Article shall be held as separate trust for his benefit and shall
be administered and distributed as follows:
(a) Until the termination date,the Trustee may accumulate the income in
trust and add it to principal or may,at any time and from time to time, distribute any part
or all of the net income and principal of the Family Trust to David or for his benefit as
the Trustee shall determine to be necessary or advisable for David's health,maintenance
and support in his accustomed manner of living.
(b) Upon the date that is five years from the date of my death,the Trustee
shall distribute to David C.Lee one-half of the value of any of the trust property
remaining in the Family Trust; and upon the date that is ten years from the date of my
death,the Trustee shall distribute to David C.Lee any balance of the trust property
remaining in the Family Trust.
(c) If David should die before receiving all of the property in the Family
Trust,the trustee shall distribute any amounts of the Family Trust then remaining among
my then-living lineal descendants,per stirpes;provided,however,that(a) any share
created for Alicia Lee,Christine Lee or Ariella Lee at any time that such person shall not
have reached the age of thirty-five years shall be distributed instead to the then-acting
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Trustee of the separate trust for such person and held,administered and distributed as
provided in Article VII of this instrument,and(2) any share created for Jordan Lee shall
instead be distributed to the then-acting Trustee of the separate trust for his benefit and
held,administered and distributed as provided in Article VIII.of this instrument.
ARTICLE VII: SEPARATE TRUSTS FOR GRANDCHILDREN
ALICIA LEE. CHRISTINE LEE AND ARIELLA LEE
Any property directed to be set aside for any of my grandchildren Alicia Lee,
Christine Lee or Ariella Lee under the provisions of this instrument,or by any
beneficiary designation or other document created by me outside this instrument, shall be
held as a separate trust for such grandchild and shall be held for the benefit of such
grandchild and administered, and distributed as follows:
(a) Each of my grandchildren for whom such trust was created shall be
referred to as the"beneficiary"of such trust.
(b) Until the trust is terminated,the Trustee,in his discretion,may
accumulate the income in the trust and add it to principal or may,at any time and from
time to time, distribute any part or all of the net income and principal of such trust to,
among, or for the benefit of the beneficiary as the Trustee determines to be necessary or
advisable for such beneficiary's health,education,maintenance,and support in her
accustomed manner of living.
(c) Upon the date when the beneficiary reaches the age of thirty years,she
shall receive one-half in value of the separate trust being held for her benefit. Upon the
date when the beneficiary reaches the age of thirty-five years,the separate trust for such
beneficiary shall terminate and any remaining property in the beneficiary's separate trust
shall be distributed to the beneficiary.
(d) If not otherwise terminated sooner, each such separate trust shall
terminate upon the death of the beneficiary. Upon such termination,the Trustee shall
distribute all the property remaining in such separate trust, including all principal and
accumulated income,to such beneficiary's then-living lineal descendants,per stirpes, if
any,or if no lineal descendant of such beneficiary is then living, such property shall be
distributed among the then-living lineal descendants of David C. Lee as shall then be
living;provided,however,that:
(1) Any part of the deceased beneficiary's trust that consists of any
assets subject to Section 401(a)(9)of the Code shall be divided and distributed only
among those lineal descendants of David C.Lee who are younger than the deceased
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beneficiary, and any other descendant of David C. Lee shall be treated as if he or she
predeceased the deceased beneficiary; and
(2) The share of any descendant of David C.Lee for whom a separate
trust share is then being held under this instrument shall instead be distributed to the
Trustee of such trust and shall be held,administered and distributed according to the
terms of this instrument.
ARTICLE VIII: SPECIAL NEEDS TRUST FOR JORDAN LEE
Whenever any property set apart for my grandchild Jordan Lee("Jordan")is
directed to be retained in a separate trust for such grandchild in accordance with the
provisions of this instrument or by any beneficiary designation or other document created
by me outside this instrument,such separate trust shall be held, administered, and
distributed by the Trustee for Jordan Lee's benefit as follows:
(a) During Jordan's lifetime,the trust estate shall be a third party"Special
Needs Trust"or"Supplemental Needs Trust", and to that end,no person or entity other
than the Trustee shall have the right to direct(or to participate in any decision regarding)
any payment from the trust estate to or on behalf of Jordan. It is my intent that during
Jordan's lifetime the trust held hereunder for his benefit shall supplement,and not
supplant,impair, or diminish, governmental benefits or assistance for which Jordan may
be eligible or which Jordan may be receiving and that no payments be made to Jordan or
for Jordan's benefit except as provided in subparagraph(a)(2)of this Article. The trust
property shall,be held,administered,and distributed as follows:
(1) Any person may make contributions,bequests, and other
transfers to the trust at any time or times. For purposes of this instrument,the term
"contribution"means any transfer of property to the trust,including property initially
transferred to the trust or subsequently added thereto.
(2) Distributions During Jordan's Lifetime.
(A) In exercising in favor of Jordan any discretion herein
conferred upon the Trustee,the Trustee shall first inquire into the availability of any other
public or private funds to cover the cost of making any expenditure that the Trustee may
contemplate making. It is my specific intention that Jordan receive the fullest benefits
available under any public or private programs providing benefits to which he might be
entitled. For the purposes of determining Jordan's eligibility for such benefits,no part of the
principal or income of the trust estate shall be considered to be available to him.
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(B) The Trustee may,but shall not be required to,pay or
apply so much of the net income,and of the principal of the trust estate,as the Trustee
determines in its sole and absolute discretion(even to the complete exhaustion thereof)
to be necessary or advisable to result in an optimal qualify of life for Jordan considering
his condition and all other funds,including governmental support,available to him;
provided,however,the Trustee shall make no payments or expenditures from the trust
estate for any property, service,or expense that in the absence of such payment or
expenditure,could be paid,reimbursed or provided by government programs,benefits or
insurance,unless the Trustee in its sole discretion determines that the adverse effect
resulting from said distribution is outweighed by the benefit of the distribution to or for
Jordan. The Trustee's discretion may be exercised specifically to make distributions of
the trust property to direct income tax liability to Jordan individually if such liability
would be less than that which would occur by accumulating income in the trust.
Expenditures made under this Article may include, but are not limited to:
(i) Expenses necessary to maintain Jordan in an
appropriate residence, including a private residence, as well as to pay for associated or
incidental costs relating to his happiness and well-being.
(ii) Expenses for the provision of personal property
including, but not limited to,such items as clothing; household furnishings; furniture and
equipment;educational and therapeutic aids;hobby and leisure equipment and supplies,such
as stereo, television, video and other electronic equipment, home computer, sporting
equipment, musical instruments and art supplies; and other personal property deemed
appropriate by the Trustee.
(iii) Expenses for work and educational activities.
(iv) Expenses for travel and leisure activities.
(v) Unreimbursable medical expenses, including,but
not limited to,plastic and reconstructive surgery;glasses and contact lenses;diagnostic work
and treatment;rehabilitative training and experimental medical services;and supplemental
nursing care.
(vi) Personal grooming services and household and
companion services.
(3) In the event of(A) a change in applicable law that would cause
Jordan to be ineligible to receive government benefits or assistance by virtue of the types of
distributions authorized under this agreement(whether or not such distributions actually are
made);(B)a lawful determination by a court or agency of competent authority that the trust
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estate is liable for basic maintenance, support,medical and/or dental care for Jordan, that
otherwise would be provided by local, state or Federal government or an agency or
department thereof;(C)a determination by a court or agency of competent authority or the
Independent Trustee designated below that the existence of the trust held hereunder for
Jordan's benefit renders Jordan ineligible to receive some or all of his government benefits;
or (D) a determination by the Independent Trustee that, notwithstanding the spendthrift
provision of this agreement,the trust estate may be subject to garnishment or attachment,I
authorize and direct the Independent Trustee appointed hereunder to amend the provisions of
this agreement solely for the purpose of qualifying the trust held for Jordan under this Article
as a Special Needs Trust, including amending this agreement in any manner necessary to
conform such trust to applicable changes in state or Federal law(including changes in any
applicable regulations).
(4) Notwithstanding any other provisions of this Article, if the
Independent Trustee determines that for any reason it would not be in Jordan's best interest
to continue to administer the trust estate for his benefit,the Independent Trustee may direct
the Trustee to immediately terminate the trust for Jordan's benefit. The Independent
Trustee's determination hereunder shall be final and conclusive on all persons. Upon the
termination of the trust for Jordan's benefit under this provision, the principal and any
accumulated income of the trust estate shall be distributed as provided below.
(c) Disposition of Trust Estate Upon Termination or Jordan's Death.Upon
the earlier of a termination of the trust or Jordan's death,all principal of the trust estate
then remaining,together with all then accumulated income,shall be distributed to
Jordan's then-living lineal descendants,per stirpes,if any, or if none,then to the then-
living descendants of David C. Lee,per stirpes;provided,however,that:
(1) Any part of the trust that consists of any assets subject to
Section 401(a)(9)of the Code shall be divided and distributed only among those lineal
descendants of David C. Lee who are younger than Jordan,and any other descendant of
David C.Lee shall be treated as if he or she predeceased Jordan; and
(2) The share of any descendant of David C.Lee for whom a separate
trust share is then being held under this instrument shall instead be distributed to the
Trustee of such trust and shall be held,administered and distributed according to the
terms of this instrument.
ARTICLE IX: TAKERS IN DEFAULT
If upon my death, or at any time thereafter but prior to complete distribution of
any trust passing under this instrument,there is no lineal descendant of mine then living,
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any property then held hereunder and not vested shall be distributed as follows:
(a) Twenty Percent thereof to the Senior Center,Inc., 1180 Pepsi Place,
Charlottesville,Virginia,to be used for its general charitable purposes as its governing
board deems appropriate;
(b) Twenty Percent thereof to the Charlottesville Korean Community
Church, 3045 Ivy Road, Charlottesville,Virginia,to be utilized for its general charitable
purposes as its governing board deems appropriate;
(c) Ten Percent thereof to the City of Charlottesville,Virginia,to be used
for a Japanese garden or for its general purposes as its governing board deems
appropriate
(d) Ten Percent thereof to the University Of Virginia School Of Medicine
for the Dr. Soo IK Lee Endowment Fund should it exist,and if it does not exist,such Ten
Percent shall be distributed to the University Of Virginia Department Of Neurology,for
scholarships or other uses in Memory of Dr.Soo IK Lee.
(e) Twenty Percent thereof to the Korea University Medical School,
of Seoul,Korea,to be used for its general charitable purposes as its governing board
deems appropriate.
(f) Twenty Percent thereof to the Yon Sei University School of
Medicine,of Seoul,Korea,to be used for its general charitable purposes as its
governing board deems appropriate.
ARTICLE X: SPENDTHRIFT PROVISIONS
To the extent allowed by law,no rights of any beneficiary to the income or
principal of any trust created hereunder, or to any part thereof,shall be subject to
assignment,alienation, or pledge or to anticipation,or liable for any indebtedness or
obligation of any beneficiary, or subject to any attachment or order, decree,judgment,or
process of any court on account of,or for the purpose of collecting, such indebtedness or
obligation; and the Trustee shall not be required to make any disbursements to any as-
signee or creditor of any beneficiary or otherwise than into the hands of such beneficiary
in person.
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ARTICLE XI: DISTRIBUTIONS TO CERTAIN PERSONS
Notwithstanding anything to the contrary set forth in this instrument:
(a) Whenever any trust payment or other interest in any trust vests in a
beneficiary who is under the age of thirty-five years,or, in the opinion of the Independent
Trustee is unable to manage financial affairs properly,then the Independent Trustee shall
withhold such payment or interest and shall retain such property in further trust pursuant
to the terms of this Paragraph. The Independent Trustee shall have no obligation to
inquire into or seek a judicial determination of the ability of any beneficiary to manage
financial affairs and shall not be held liable for any decision made in good faith under
this Paragraph. The Independent Trustee may pay to or for the benefit of the beneficiary
as much of the net income or principal of the trust as the Independent Trustee may deem
necessary for the beneficiary's support,health and education. When the beneficiary
reaches the age of thirty-five, and,in the opinion of the Independent Trustee,is able to
manage financial affairs properly,the Trustee shall distribute the trust assets to the
beneficiary. If the beneficiary dies before the trust is terminated,the Trustee shall
distribute the trust assets to the beneficiary's then-living lineal descendants,per stirpes, if
any,or,if none,the Independent Trustee shall distribute the trust assets to my then-living
lineal descendants,per stirpes;provided,however,that with respect to any assets in the
trust that are subject to Section 401(a)(9) of the Code,each descendant of mine who is
older than the deceased beneficiary shall be deemed to have predeceased the deceased
beneficiary for all purposes under this instrument.
(b) The Trustee may distribute any interest vesting in a beneficiary who is
under age twenty-one to a custodian under the Uniform Transfers to Minors Act or
Uniform Gifts to Minors Act of any jurisdiction.
(c) The provisions of this Article shall not postpone vesting of any interest
in the beneficiary.
ARTICLE XII: SUCCESSOR TRUSTEES;INCAPACITY
COMMITTEE; SETTLOR'S INCAPACITY
(a) I shall be the initial sole Trustee of this trust. In the event that,while I
am still living,I should resign,become incapacitated(as defined in Paragraph(f) of this
Article),or for any other reason become unable to carry out the duties and
responsibilities as Trustee,I appoint David C. Lee and L. Peyton Humphrey as co-
Trustees of this trust,upon written acceptance of fiduciary duties. Upon my death,I
appoint David C. Lee as the sole Trustee upon his written acceptance of fiduciary duties
of each and every trust passing under this instrument except for the trust passing for
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David's benefit under Article VI of this instrument.
(b) David C.Lee and L.Peyton Humphrey shall be the co-Trustees of the
Family Trust for David's benefit passing under Article VI of this instrument. If David C.
Lee resigns or becomes incapacitated(as defined in Paragraph(f)of this Article),L.
Peyton Humphrey shall be the sole Trustee of such trust. David C. Lee shall not serve as
sole Trustee of the Family Trust.
(c) If.L.Peyton Humphrey resigns or ceases to serve as a Trustee of any
trust under this instrument,the governing board of Hantzmon Wiebel LLP (or its
successor) shall have the right to designate another partner from the Charlottesville,
Virginia office of Hantzmon Wiebel LLP(or its successor),to serve as a successor
Trustee upon written acceptance of fiduciary duties. L.Peyton Humphrey or his
successor appointed under this Paragraph(c) shall be the"Independent Trustee"who
shall act according to the provisions of Article VIII and Article XI of this instrument.
(d) Any individual who is serving alone as Trustee under this instrument
(other than a co-Trustee appointed pursuant to this Paragraph) shall have the power to
appoint any time a co-Trustee of such trust;provided,however,that such co-Trustee
shall cease to serve when(1)the Trustee who appointed such co-Trustee himself ceases
to serve as Trustee and a successor Trustee replaces the original Trustee or,if sooner,
(2)the Trustee who appointed such co-Trustee removes such co-Trustee.
(e) There shall be no more than two Trustees serving at any time under this
instrument. At any time there are two Trustees then serving,the Trustees shall act by
unanimous vote. Notwithstanding the preceding sentence,the co-Trustees are authorized
to delegate specific duties to each other, and with regard to any,such duties,the Trustee
to whom such duty is delegated may act unilaterally.
(f) For purposes of this instrument, a person shall be deemed to be
incapacitated whenever a committee as hereinafter appointed determines that such person
is physically or mentally incapable of managing his or her affairs because of illness, age,
or other cause. Such determination shall be made by the committee in a written
instrument signed by the committee approving such determination and delivered to me if
I am then living and not incapacitated,otherwise to David C.Lee if he is then living and
not incapacitated, and if David C. Lee is then deceased or is incapacitated as provided in
this paragraph,the determination shall be delivered to my then-living lineal descendants
who are not under a legal disability. The committee shall be composed of the person's
primary attending physician at the time and one other physician selected by the person's
primary attending physician.
Notwithstanding anything to the contrary set forth in this instrument, if the
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committee determines that I am not physically or mentally capable of managing my
affairs as hereinabove provided,then I shall cease to serve as Trustee of this trust(if I
was then serving as Trustee)until such time as the committee determines and states in a
written instrument signed by all of the members of the committee that I am physically
and mentally capable of managing my affairs, in which case,if I was Trustee when I
became incapacitated,I shall once again serve as Trustee of this trust,and the person who
was then serving as Trustee in my place shall cease to serve as Trustee. Any decision
made by the committee under this Paragraph shall be final and binding on all persons.
The members of the committee shall incur no liability to any person for actions taken in
good faith pursuant to the authority conferred upon them by this Paragraph.
ARTICLE XIII: RIGHTS, POWERS,DUTIES,AND
EXEMPTIONS OF THE TRUSTEE
(a) In addition to the powers granted by law,I grant the Trustee the powers
set forth in section 64.1-57 of the Code of Virginia, and I incorporate that section in this
agreement by this reference. I also grant the Trustee the powers set forth in the following
Subparagraphs of this Paragraph.
(1) The Trustee may sell,exchange,lease or encumber any trust
assets upon such terms as the Trustee may deem appropriate.
(2) The Trustee may borrow money for any purpose deemed in the
best interests of any trust under this agreement,including borrowings from the Trustee,
and secure such borrowings with any assets of such trust.
(3) The Trustee may grant security interests and execute mortgages,
deeds of trust and other instruments creating security interests upon such terms as the
Trustee may deem appropriate.
(4) The Trustee may compromise and adjust any claims against or
on behalf of any trust upon such terms as the Trustee may deem appropriate.The Trustee
may make distributions to beneficiaries in cash or in kind and may allocate assets among
shares on a non-pro rata basis.
(5) The Trustee may combine any trust created under this
instrument with a trust having substantially similar dispositive provisions for the benefit
of the same current beneficiary,whether created under my Will or created under some
other instrument, said combined trust to be thereafter administered as one trust according
to the terms of the first trust to become operative.
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(b) In the case of any distribution,whether of principal or income,
authorized to be made to any minor child or incompetent person,whether or not such
person has a guardian,he may in his discretion make such distribution directly to such
person or may make such distribution for the benefit of such person to the parent, guar-
dian,or spouse of such person,or to any adult who shall reside in the household in which
such person resides,or to a custodian under the Uniform Gifts To Minors Act or the
Uniform Transfers To Minors Act, or may otherwise apply the same for the benefit of
such person in any manner which in his discretion he may deem to be proper, and in the
case of any distribution made for the benefit of such person in any of the manners just
authorized,the receipt of the person to whom the distribution is made shall be full
discharge therefor to the Trustee. The Trustee may select the person to serve as
custodian for a minor child or incompetent person to receive a distribution hereunder
and, in so doing, shall not be held liable for any damages which may result from such
selection or distribution which was made in good faith.
(c) I authorize(but do not direct)the Trustee:
(1) To hold any property distributed to him hereunder,whether by
my executor or otherwise, in two or more separate trusts,which trusts shall be treated as
existing as of the date of my death;and
(2) To divide any trust established by this instrument, at any time,
without approval of any court,into two or more separate trusts on a fractional basis or
otherwise(either in a pro rata or non-pro rata manner).
(d) If a trust is held as,or divided into, separate trusts under the provisions
of this Article,the Trustee may, at any time when such separate trusts are in existence,
(1)make different tax elections with respect to each separate trust, (2)expend principal
and exercise any other discretionary powers with respect to such separate trusts
differently, (3) invest such separate trusts differently,and(4)take all other actions
consistent with such trusts being separate entities. I exonerate the Trustee from any
liability arising from any exercise or failure to exercise these powers,provided the
actions(or inactions)of the Trustee are taken in good faith.
(e) It is my desire,which is not binding on the Trustee,that, in determining
whether and how to exercise his discretion as to distributions from any trust created
under this instrument,the Trustee will consider ways to reduce federal transfer taxes
upon the property in the trust and correspondingly to increase the amount of property
ultimately passing to at least some of the beneficiaries of the trust. In particular,I
suggest that the Trustee consider:
(1) Making distributions of property,including income,from a trust
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which has an inclusion ratio greater than one-tenth,for the benefit of skip persons(as
defined in Section 2613(a)of the Code),for medical and tuition expenses directly to the
provider of the services, which distributions will be excluded from the definition of
generation-skipping transfer by Section 2611(b)(2)of the Code;
(2) Making distributions of property, including income,from a trust
which has an inclusion ratio greater than one-tenth,to non-skip persons(as defined in
Section 2613(b) of the Code); and
(3) Making distributions of property,including income,from a trust
which has an inclusion ratio equal to one-tenth or less,to skip persons(as defined in
Section 2613(a)of the Code).
In making distributions to non-skip persons,the Trustee should consider making
sufficient distributions to utilize the non-skip person's unified credit provided by Section
2010 of the Code and the non-skip person's gift and estate tax brackets set forth in
Section 2001 of the Code if,by making such distributions,the Trustee believes the
inclusion in such non-skip person's estate or in a gift if one were subsequently made by
such non-skip person may achieve a significant savings in transfer tax by incurring an
estate tax or gift tax, rather than a generation-skipping transfer tax which would
otherwise be imposed,and thereby increase the amount of property ultimately passing to
at least some of the beneficiaries of the trust.
(f) To the extent that I am permitted by law to do so,I relieve the Trustee
from giving any bond,surety, or security, and from making any returns, inventories,
appraisals, or accountings of any trust to any court. The Trustee shall not be personally
liable for any action or omission undertaken in good faith. Title to the entire property of
the trust shall automatically vest in any successor Trustee without the necessity of any
conveyance. No successor Trustee, corporate or individual, shall be required to inquire
into the acts or audit the books of any predecessor Trustee,but in his discretion may
accept the statement or rely on the books of the predecessor Trustee to establish the
property and accounts of the trust, and any decision made in good faith by the successor
Trustee on this matter shall be binding on all persons.
(g) The Trustee is authorized:
(1) To conuningle the trust property of the separate trusts created by
this instrument, allotting to each separate trust an undivided interest in the commingled
property,which undivided interest shall always be equal to that trust's proportionate
contribution to the commingled property;
(2) To resign as Trustee of any trust at any time by written notice
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delivered to the co-Trustee, if any, of the trust involved, or if there is no co-Trustee then
serving,then to the then-adult income beneficiary of the trust involved;provided,
however,that if none of the income beneficiary of such trust has attained the age of 18,
then such written notice instead shall be delivered to the natural or judicially appointed
guardian of the person of the income beneficiary of such trust;and
(3) To change the situs and controlling law of any trust created by
this instrument if the Trustee,in his sole discretion,determines that such new sites and
controlling law would facilitate or lower the cost of administration of such trust.
(4) To hold assets,including,but not limited to,interests in closely
held business or investment entities,that may be transferred to my Trustee that would not
meet the standard in Virginia as suitable investments to be held by my Trustee. My
Trustee may retain such assets for as long as my Trustee may deem appropriate even if
such assets represent an overconcentration or do not meet the "prudent investor"rule.
My Trustee may continue the operation and participate in the management of such assets
without liability for any decisions or actions made in good faith.
(h) In exercising the powers to distribute or appoint property created by any
provision of this instrument,the Trustee may distribute outright to, or to an existing or
new trust for the benefit of,any one or more of the class among which he may distribute.
If the Trustee creates a new trust,he may select as the Trustee or Trustees of that trust
any person or persons (including a Trustee of the trust from which the property is
distributed); he may create new powers of appointment in the Trustee or Trustees or in
any member of the class for whose benefit the trust may be created,provided that the
exercise of such powers granted to a Trustee or Trustees will benefit only a member or
members of such class;he may select a committee for such trust and provide such
powers and functions for the committee and the Trustee or Trustees as he deems
appropriate; she may impose lawful spendthrift provisions;he may create life interests or
other limited interests in a distributee with future interests,vested or contingent,in favor
of other distributees whether or not in being when the power is exercised;and,generally,
in the case of each power,he may distribute in any manner he shall determine for the
benefit of any person or persons (other than himself)within the class for whose benefit
he is authorized by this instrument to distribute property.
(h) Notwithstanding any other provision of this instrument, except as
provided in this paragraph,the Trustee may not after the Designation Date distribute to
or for the benefit of my estate, any charitable organization, or any other non-individual
beneficiary any benefit payable to the trust under any qualified retirement plan,
individual retirement account or any other retirement arrangement subject to the
"minimum distribution rules"under Section 401(a)(9)of the Code, or other comparable
provisions of law. It is my intent that such benefits held by or payable to such trust on or
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after the Designation Date be distributed to or held for only individual beneficiaries,
within the meaning of Section 401(a)(9) and applicable regulations;Accordingly,I direct
that such benefits may not be used or applied on or after the Designation Date for
payment of my debts, taxes,expenses of administration or other claims against my estate;
nor for payment of estate,inheritance or similar transfer taxes due on account of my
death. This paragraph shall not apply to any bequest or expense which is specifically
directed to be funded with retirement benefits under other provisions of this instrument.
For purposes of this paragraph,the"Designation Date" shall refer to that date on or after
September 30 of the calendar year following the calendar year in which my death occurs,
or on or after such earlier date as may later by established by the Code or by regulations
of the Internal Revenue Service, or other guidance, as the fmal date for determining
whether this trust or any trust under this instrument meets the requirements for the trust's
beneficiaries as if they had been named directly as beneficiary of any retirement plan
payable to such trust.
ARTICLE XIV: PAYMENT OF ESTATE TAXES, EXPENSES AND DEBTS
Upon my death(or as soon as is practicable thereafter),the Trustee shall pay
from the property of this trust such amount of the estate, legacy,succession, inheritance,
transfer, and like taxes, and interest and penalties thereon, imposed by reason of my
death upon or with respect to any property,whether included in the trust created by this
instrument or not,all expenses of administration of my estate, and any debts of my estate
and any claims against my estate,as the executor of my estate requests the Trustee in
writing to pay. Any amount so requested for taxes or interest or penalties thereon shall
be paid to the executor of my estate or directly to the governmental agency which collects
such tax, as the executor directs. The Trustee shall be under no obligation to inquire into
the correctness of the amount requested by the executor, or the application by the
executor of the amount paid to the executor, but his payment to the executor shall be a
full and complete discharge of the Trustee with respect to such payment or payments.
ARTICLE XV: PROTECTION OF THIRD PARTIES
No corporation,transfer agent,or other person dealing with the Trustee shall be
obliged to see to the application of any money or property delivered to such Trustee,or to
examine into the terms upon which any property is held by the Trustee,but any such
corporation,transfer agent, or other person may deal with any such property and with the
Trustee as if such Trustee were the owner thereof free of any trust or fiduciary capacity.
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ARTICLE XVI: CONTROLLING LAW
Questions of validity,administration, and construction of this instrument are to
be governed by the laws of the Commonwealth of Virginia.
ARTICLE XVII: SURVIVORSHIP PROVISION
(a) If any beneficiary hereunder shall die no later than ninety days after my
death,or if any such beneficiary and I should die in a common disaster or under other
circumstances where it is difficult or impossible to determine which of us died first,then
such beneficiary shall be treated as having predeceased me for all purposes under this
instrument.
(b) The Trustee shall have the authority to determine any questions arising
under this Article, and any decision made by him in good faith shall be fmal and binding
on all persons.
ARTICLE XVIII: ANNUAL ACCOUNTING
Other than when I am serving as Trustee,the Trustee of each trust created
under this instrument shall annually prepare an account in respect of such trust which
shall show the receipts, disbursements, and distributions of income and principal since
the last accounting, and the assets on hand,unless the intended recipient of such account
waive the annual accounting in writing delivered to the Trustee. Unless otherwise
waived by the intended recipient,the Trustee shall deliver the account to me and, after
my death,to the then-adult income beneficiaries of such trust, or,if any income
beneficiary of such trust is under legal disability,then such account instead shall be
delivered to the natural or judicially appointed guardian of the person of such income
beneficiary. Upon termination of any trust,the Trustee shall prepare a final account and
deliver the fmal account to each of the persons to whom he distributes the property from
the trust. The annual federal fiduciary income tax return for such trust may be used to
satisfy the accounting requirements of this Article.
ARTICLE XIX: TRUSTEE COMPENSATION
Each Trustee(other than me)shall be entitled to receive reasonable
compensation. Reasonable compensation for any attorney or accountant(referred to in
the remainder of this agreement as a"professional")serving as Trustee shall be based on
the time that such professional and any of the other professionals or staff at any firm with
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which such professional is associated devote to the administration of any trust under this
agreement at the firm's prevailing hourly rates for the persons performing services as of
the dates the services are performed. The professional shall not receive compensation
based on a percentage of the value of the principal or income of any trust under this
agreement. Any Trustee shall be entitled to receive reimbursement for reasonable ex-
penses incurred in his capacity as Trustee.
ARTICLE XX: RULE AGAINST PERPETUITIES:
TERMINATION OF TRUST
(a) Each interest granted under this instrument must vest, if at all,within
twenty years and eleven months after the date of death of the last survivor of all my lineal
descendants living at the date of my death.
INTENTIONALLY LEFT BLANK
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(b) Notwithstanding any other provision of this instrument,the Trustee
(other than one to whom distribution would be made) in his discretion may terminate and
distribute any trust hereunder if the Trustee determines that the costs of continuance
thereof will substantially impair accomplishment of the purposes of the trust. Upon the
termination of any trust as required by this Article,distribution of the assets of such trust
shall be made to the persons then entitled to receive or have the benefit of the income
from the share in the proportions in which they are entitled thereto, or if their interests
are indefinite,then in equal portions.
IN WITNESS WHEREOF,I,Janet H. Lee,have set my hand and seal this 16th
day of August,2007,and do declare that this document represents my wishes and that I
am signing it without undue influence or coercion.
Jatlet H. Lee
The undersigned hereby accepts the trust as herein stated and agrees to act as
Trustee in accordance with the terms and provisions thereof. Further,the undersigned
hereby acknowledges receipt of the property already contained in the trust and any
property added to the trust at any time.
C.I _C 1,t— e-, tv -- August 16,2007
J f et H. Lee,Trustee Date
COMMONWEALTH OF VIRGINIA )ss:
CITY OF CHARLOTTESVILLE )
VBefore me, 6C S S , the undersigned officer,personally
appeared Janet H. Lee,who is p rsonally well known to me as, or is satisfactorily proven
to be,the person named as Settlor and Trustee in the foregoing instrument,named the
FIRST AMENDMENT AND RESTATEMENT OF THE JANET H. LEE
REVOCABLE TRUST,bearing date on the 16'h day of August,2007, and acknowledged
that she executed the same for the purposes therein contained.
IN WITNE S W REOF I hereunto set my hand and official seal this 16th day
of August,20 .
Notary Public-- Registration Number: 240 4-�,3
My Commission expires: W\Q'c1 3l t QUA
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RECEIVED
JUN 2 8 2018
COMMUNITY
DEVELOPMENT