COPLAN 8c HEU ERMAN ATTORNEYS AT LAW ?4 EAST MAIN STREET BOX IQO MORRISON. ILLINOIS FAX (BIS) 772-7702 RONALD F. COPLAN TELEPHONE (BIS) 772-744I HEUERMAN February 7, 2001 PMB 163 825 S. Wa Lake Forest, RE: City of Mt. Carroll/William J. Davis Trust Dear Sir: I have your recent communication regarding the above matter. I appreciate your comments and offer the following in response. It would seem to me to be appropriate if several different annuity providers were approached to get differing quotes on what the cost would be to provide annuities for the income bene?ciaries. It seems that the premium quoted in your letter of January 23rd to Mayor Magill is comparable to the total amounts that would be paid out if both of the parties lived 10 years. I would really like some competition in determining what those premiums are to be. I have no objection if you and Eileen Troost represent Shimer College and take the laboring oar on preparing and presenting a petition to dissolve the trust and distribute prior to the death of the income bene?ciaries. I puzzle, however, about your expression of intent to offer your services to the current bene?ciaries and the other remainder bene?ciaries because even if everyone is ultimately in agreement, there is still a con?ict of interest as far as I?m concerned. In the event that this matter goes forth, I will represent the City of Mt. Carroll?s interests. The City will pay whatever fees are generated by my representation, and I would anticipate that Shimer will take care of yours and those of Eileen Troost, and that the other bene?ciaries can take care of their own attorney?s fees incurred, if any. The initial reaction of the City is generally to be in agreement with an early termination. That commitment, however, won?t be made until such time as more information is received and we are dealing with the particulars and speci?es instead of estimates. February 7, 2001 Page 2 Jerome S. Kalur I note in your letter on page three that you are of the position that the City will have to agree that a de?ned and signi?cant portion of its remainder interest will be used in accordance with the terms of the trust established by the will. It?s my opinion that the City has no choice but to use the proceeds entirely for that purpose. The problem will be in arriving at the project that will meet the requirements. It is quite likely that the City of Mt. Carroll has limited use or need for the kind of a community center that could be constructed with the gift. It would be the City?s intent to establish a committee to study the matter, to hold public hearings, and ultimately to make recommendations to the Mayor and City Council so that the project falls Within the constraints of the testamentary language. I do not think that that can be dene within a relatively short period of time, nor for that matter, do I see that the will requires it to be accomplished within a short period of time. The will requires the trustee to approve of the project, and that presents a bit of a concern because the requirement is that the trustee?s approval pre-date the distribution. That will have to be addressed and sorted out. As far as your statement that some form of formal and irrevocable commitment will have to be made by the City, I would probably beg to differ with you at this point. I do not think that would be required by the will, nor by the Court. Most assuredly, it should not be required if the trust terminated in accordance with the terms of the will. In addition to that, it is questionable that there is such a thing as an irrevocable commitment that can be made by the City since city council?s change and mayors change and can change commitments. Other than some general statement incorporated in a Resolution or Ordinance, that the City will comply with the terms and conditions of the will, I would be hard-pressed to think that the City can make a formal commitment without undergoing a process that identi?es a very speci?c project, and enter into contracts to construct that project. I doubt that that can be accomplished within the time frame that I would anticipate would present itself on the issue of the petition to dissolve or terminate the trust. My comments about some residents of the City of Mt. Carroll raising a question about who the proper Shimer College bene?ciary is, was not meant to imply that the City Council was taking that position nor raising that question. No one on the City Council, in fact, did. It was a resident of the City who happened to be a member of the audience that night. I do not think that it is up to the City Council to resolve that issue, and I do not think that the City will give you any kind of written assurance that such an ?absurd position? would not be raised in the proceedings by some resident of the community. The issue of standing to raise it is another matter upon which I do not feel comfortable in commenting on at this time. I can assure you that the City of Mt. Carroll, meaning the city government, has no interest in making any claim of any kind regarding the distribution of the assets of the trust to the named bene?ciaries other than protecting itself and the gift which Mr. Davis intended to go to the City of Mt. Carroll. The gift to the City is not only a substantial portion of the total trust in terms of percentage, it is also a very sizeable sum of money and the City is not going to be greedy and attempt to February 7, 2001 Page 3 Jerome S. Kalur increase its percentage share because it may or may not agree with the distribution to named bene?ciaries. In your earlier correspondence you indicated that the trustee was in agreement with an early dissolution and termination of the trust. I talked with a member of the law ?rm that represents the trustee and got the impression that that may not be the case, and I have written to that law ?rm and asked them to please inquire of Ken Freeman, the trustee, about what his attitude is. Absent his concurrence, it would seem to me to be futile to pursue it. With his concurrence, it is I think entirely possible that a Court could allow the trust to be tenninate . I hope that this helps to clarify my earlier correspondence and to give you an indication of current attitudes. Very truly yours, Ronald P. Coplan cc: Julie Cuckler City Clerk