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The Amendment also reclassified the Trust’s remaining 39-
percent limited partnership interest as a “Class A Limited
Partnership Interest” which was entitled to 39 percent of the
entity’s income and losses and to a “Guaranteed Payment” of
“4.25% annually of its Capital Account balance on the Effective
Date, payable quarterly no later than twenty (20) days after the
close of any such calendar quarter (or sooner, if cash flow
permits).” Decedent, as trustee of the Trust, Michael, and Lynn
signed the document.
On July 26, 1994, decedent commenced the process of
transferring the Trust’s portfolio to the partnership, which
process continued for approximately the next 4 months. On July
26, 1994, decedent executed as trustee an allonge endorsement
assigning to HFLP the Trust’s interest in the Marsh note. A
collateral assignment of the Trust’s interest in property
securing the note was also signed on that date. Then, on August
28, 1994, a letter agreement confirming and/or finalizing the
transfer was executed by or on behalf of Mr. Marsh, the Trust,
and HFLP.
Next, a letter dated September 29, 1994, was sent by
decedent to M.L. Stern & Co. confirming instructions for (1) the
sale of all securities held in the Trust’s account and (2) the
use of the proceeds for the immediate repurchase of the same
securities for an account established on behalf of the
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