Investment Research Associates - Page 340




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          act independently as a trustee.  Rather, he acted as Kanter                 
          directed in all matters regarding the trusts.                               
          3.   IRA Officers and Directors                                             
               Prior to October 27, 1975, Keating was president and                   
          secretary of IRA.  On October 27, 1975, Keating resigned and                
          Schott was elected as president and Sharon Meyers (Meyers) as               
          secretary by the unanimous consent of the directors (Schott,                
          Meyers, and Patricia Grogan (Grogan)).  From 1977 to 1980, the              
          president of IRA was Schott, and the vice president was Weisgal.            
               Lawrence Freeman (Freeman), an attorney in Miami, Florida,             
          was a friend and business associate of Kanter.  At Kanter's                 
          request, Freeman served as IRA's president from 1980 to 1989.               
          Although Freeman was not paid for serving as IRA's president, he            
          and his law firm received significant legal business through                
          referrals from Kanter.  In 1989, Kanter became IRA's acting                 
          president.                                                                  
               From 1976 through 1980, Schott, Weisgal, and Grogan served             
          as IRA's directors.  From 1981 through 1989, Freeman served as a            
          director.  For most of those years Freeman was the sole director.           
          Although Ballard was not listed as a director, IRA paid Ballard             
          $12,500 as directors fees in 1981.  IRA deducted $12,500 as a               
          director fee expense on its 1981 return.                                    
               Meyers served as an officer or director of IRA at various              
          times.  Meyers originally worked as Kanter's secretary at                   






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