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October 1, 1980

Memorandum of Understanding between Smithsonian Institution for National Portrait Gallery and Philip B. Kunkardt, Jr. and Huyler C. Held, as Trustees of the Dorothy Meserve Kunhardt Trust created under agreement dated 8/8/75.
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Philip B. Kunhardt, Jr. and Huyler C. Held are the surviving Trustees of the Dorothy Meserve Kunhardt Trust which having been revocable became irrevocable on the death of Mrs. Kunhardt on December 23, 1979, a resident of New York City. The assets of the trust are includible as part of her gross estate for estate tax purposes and the responsibility for discharging estate taxes falls on both Mrs. Kunhardt's estate, the Executors of which are Phillip B. Kunhardt, Jr. and Kenneth B. Kunhardt, and the Trust.

The National Portrait Gallery has expressed a desire to purchase approximately 7,250 Mathew Brady glass plate negatives and the Alexander Gardner imperial portrait print of Abraham Lincoln (the last photograph of Lincoln) for a consideration of $1,260,000 on condition that Congress will enact a private bill along the lines hereinafter described. These items form a portion of the Meserve Collection which is owned by the Trustees who are willing to sell them under the terms and conditions which are also herein below described. 

The purchase price of $1,260,000 is to be paid as follows:

The National Portrait Gallery will use its best efforts to secure the enactment by the Congress of legislation which allows the estate of Mrs. Kunhardt a credit, not in excess of $1,260,000, against the Federal estate tax finally determined to be due from the estate, effective as of the date upon which the return was due to be filed, upon the condition that within thirty days after such legislation becomes effective the sale herein provided for is consummated by the delivery of such portion of the Meserve Collection to the National Portrait Gallery. Upon such delivery, the National Portrait Gallery shall be obligated to pay to the trust in cash an amount equal to the lesser of $560,000 or the excess of $1,260,000 over the credit allowed against the estate's Federal estate tax, upon the following terms and conditions: Upon such delivery being made to the National Portrait Gallery, it shall pay to the trust one-firth of the amount payable in cash. Any balance of cash due shall be paid, subject to the availability of appropriated funds, in four equal installments on each successive anniversary of such delivery date, any such installment, however, to be adjusted to give effect to the credit finally allowed prior to the due date of such installment. The National Portrait Gallery shall have the right to prepay without penalty all or any part of the balance due at any time. The Trustees will retain an undivided ownership interest in said collection equal to the portion of the unpaid balance to $1,260,000.

For clarification, if the Federal estate tax shown on the return, as filed, exceeds $700,000, the credit allowed shall be in said amount. If the tax shown to be due on the return shall be less than $700,000, the credit