Repository: UIHistories Project: Board of Trustees Minutes - 1958 [PAGE 379]

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376

BOARD OF TRUSTEES

[April 18

United States in t h e World W a r (World W a r I ) , or who are blood descendants of such veterans. T h e universities and colleges, the individuals then entitled to receive annuities under the will, and Lewis C. Walker, Joseph J. Fraser, and Frederick E. Smith, as the then acting trustees under the will, entered into an agreement as of the 31st day of December, 1937 (hereinafter referred to as the "agency agreement"), pursuant to which the following measures were duly taken: A. T w o thousand six hundred sixty (2,660) shares of the capital stock of Aermotor Corporation, an Illinois corporation (hereinafter referred to as the "Aermotor shares"), were duly distributed to the colleges in accordance with their respective fractional interests in the trust estate. These shares represent about 85 per cent of the total stock of Aermotor Corporation; B. All of the assets of the trust estate remaining after the distribution of the Aermotor shares were set aside as a separate trust estate, to be administered by the trustees under the will in accordance with the provisions thereof, for the purpose of providing and paying the annuities established by the will; and C. The Aermotor shares were deposited with such trustees, as agents of the colleges, to be held by them pending a distribution of the separate trust estate and subject to a lien to assure the payment of the annuities under the will; Iva Giffen Gill, Gertrude J. Smith, and Herbert W . Giffen (hereinafter collectively referred to as "annuitants"), are now over seventy years of age and are the only persons now entitled and who may at any time hereafter be entitled to to receive annuities under the will. In order to effectuate the purpose and intent of the will and the agency agreement, provision should be made for the development and consummation of a program with respect to the retention and distribution or liquidation of the Aermotor shares and with respect to the future operation or disposition through sale, merger or other means of the business and assets of the Aermotor Corporation pursuant to proper corporate action. It is proposed that the universities and colleges enter into an agreement appointing as administrative trustees the following individuals designated by the respective college set opposite his name: William S. Kerr Northwestern University B. H . Piatt Iowa State College Elwin T. Jolliffe State University of Iowa H e r b e r t Farber University of Illinois Raymond J. Spaeth Illinois Institute of Technology (successor to Lewis Institute) Under this agreement, the administrative trustees would be vested with authority for developing and carrying out such a program. T h e trustees under the will would be directed to deliver and pay over to the administrative trustees the entire separate trust estate remaining after payment of, or provision for, all expenses and obligations of the trustees under the will, subject to the obtaining from the annuitants of instruments of discharge. T h e administrative trustees would be authorized to purchase from an insurance carrier annuity contracts providing for the payment of annuities, in the respective amounts provided in the will, to each of the annuitants. It is possible to provide such annuity contracts through an insurance company at a cost of only $93,000 and thereby release the separate trust estate which consists of assets having a current value in excess of $800,000. All money and property received by the administrative trustees from the trustees out of the separate trust estate and out of the income and other assets held under the agency agreement, other than the Aermotor shares, and remaining after payment of the cost of the annuity contracts, reimbursement of any amounts paid to the trustees, and provision for administrative expenses, would be distributed ratably among the colleges in accordance with their respective fractional interests in the trust estate. U n d e r this agreement, the administrative trustees would develop and carry out an appropriate program for the retention, distribution, or liquidation of the Aermotor shares. T h e administrative trustees would be vested with wide discretion in the formulation and consummation of the program and could employ such means as in their discretion may be necessary or appropriate, including specifically but not exclusively ( a ) the retention, distribution, or sale of the