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WTC, in a November 26, 1997, letter to Mr. Sweeney,
ultimately agreed to structure the transactions as Mr. Sweeney
proposed, subject to enumerated conditions: (1) WTC would have
the opportunity to review the business trusts to ensure they were
in a form satisfactory for WTC to proceed; (2) all adult
beneficiaries of the WTC trusts would execute a consent form, to
which a copy of the business trusts would be attached, “whereby
they acknowledge and consent to the trusts’ investing in the
business trusts and that they recognize that the business trusts
may last beyond the termination date of the trusts of which they
are a beneficiary”; and (3) business trust assets would be placed
in custody with WTC, with fees charged as set forth in an
attached November 25, 1997, proposal.
Mr. Sweeney communicated these conditions to decedent, and
negotiations continued with respect to the fee arrangement. For
instance, decedent requested that the proposed fee agreement be
amended: (1) To provide clearly that WTC’s commissions as
custodian of the business trust assets would not exceed the fees
lost on trustee fees from the participating trusts, and (2) to
address the ability of the trustee of the business trusts to
change the custodian if WTC were to be acquired by another bank.
WTC agreed to make changes addressing these concerns.
Also during December of 1997, drafts of the business trusts
were prepared and circulated for comment amongst decedent, his
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