Investment Research Associates - Page 269




                                       - 335 -                                         
                   1.  BWK shall hereafter continue to act as the                      
              sole Trustee of the Hi-Chicago Trust.                                    
                   2.  The Trustee may, at his option, at any time,                    
              and from time to time, seek professional investment                      
              advice from HLF and, to the extent the Trustee may act                   
              upon such advice, or shall choose not to act upon such                   
              advice, he shall be exculpated from and held harmless                    
              from and otherwise indemnified with respect to any and                   
              all claims, demands, suits, actions, liabilities and                     
              responsibilities arising out of or connected with                        
              following or failing to follow such advice.                              
                   3.  It is understood that at the inception of the                   
              Trust an agreement was reached that BWK, individually,                   
              or his designee, would at all times during the                           
              continuance of the trust be entitled to participate in                   
              the investments thereof by way of a so-called "carried"                  
              interest to the extent of ten percent (10%) of any and                   
              all profits realized from time to time by the Trust on                   
              its individual investments, said profits interest to be                  
              payable upon the disposition of any specific                             
              investment, whether said investment was in the form of                   
              a note, stock, securities, partnership interest, or                      
              other form of property, excluding participation in any                   
              interest realized upon deposits of the trust held for                    
              interest only, such as savings accounts, certificates                    
              of deposits, time deposits, or debt instruments, but                     
              excluding any related equity property interest, subject                  
              to the right of BWK, or his designee, at his election                    
              with respect to any specific investment of the Trust to                  
              which the aforesaid carried interest applies, to obtain                  
              a distribution of a ten percent (10%) interest in said                   
              investment in kind by payment to the Trust of ten (10%)                  
              of the Trust's cost thereof; it is further understood                    
              that the aforesaid agreement has heretofore, and does                    
              presently, represent an integral part of the investment                  
              program of the Trust; accordingly, the undersigned do                    
              hereby ratify and consent to said agreement as                           
              heretofore implemented and applied, and as will                          
              hereafter be implemented and applied, in such manner as                  
              the Trustee shall determine in accordance with                           
              generally accepted accounting concepts of realization                    
              of profit from each specific investment upon its                         
              disposition for cash or other property.                                  
                   4.  There is attached hereto as "Exhibit A" and                     
              "Exhibit B" a financial statement for the Trust for the                  





Page:  Previous  325  326  327  328  329  330  331  332  333  334  335  336  337  338  339  340  341  342  343  344  Next

Last modified: May 25, 2011