EFTA01732833.pdf

From: Jeffrey Epstein <[email protected]> Sent: Wednesday, December 9, 2015 9:12 AM To: Melanie Spinella Subject: Fwd: Trust Investments-Fiduciary Duty kkkkkjjjjwhat is OWL? Forwarded messa e From: Brad Wechsler > Date: Tue= Jan 20, 2015 at 5:13 PM Subject: Re: Trust Investments-Fiduciary Duty<=r>To "[email protected] <mailto:jeevacation@gma=l.com> " <[email protected]>rbr>Cc: ' >, Ada-i have spoken to jeffrey and alan about this=(and leon). There are mechanisms (eg, Memorandums of Intention and legal s=ructures (LLC's owned by trusts, etc) that will facilitate all this. Barry's requests may (or may not) satisfy all trustees. Barr='s requests (with certain structural mechanisms) will, more likely, sa=isfy everyone. Since I would like to avoid a fire drill (and being "arbitraged" by different trustee desires) my suggestion to leon is will be that he funds OWL personally if he so desires--which of=course he is free to ignore-- and we put in place a mechanism for VC inves=ments that works for the family and the trustees on a slightly slower time=schedule. I will speak to leon tomorrow. From: Ada Clapp [mailto ) Sent: Tuesday, January 20, 2015 04:31 PM To: Brad Wechsler; jeffrey E. <[email protected] <mailto:[email protected]» Cc: Eileen Alexanderson < >> Subject: Trust Investments-Fiduciary Duty HI Brad and Jeffrey, Barry just called me to discuss his fiduciary duty i= connection with the OWL investment and all investments generally. 1= is Barry's understanding that Leon's intention, as granto= of the various trusts, is for trust assets to be used for the benefit of his children, which includes helping them learn ab=ut investing. In that regard, he can see some basis for the Trustees=investing in OWL, an investment that interests the three boys. Howev=r, he has mixed feelings about putting the trust funds in a venture capital investment because of the risk factor (un=erstanding of course, that the investment could do very very well). EFTA_R1_00006416 EFTA01732833 The bottom line of Barry's call is that he w=uld feel more comfortable as a Trustee making such investments if:<=> 1.=C2 Leon provided the Trustees with a Memorandum of Intent=on reminding the Trustees of the reasons for which he created the trusts w=s and the purposes for which he would approve of trust assets being used; =nd 2.=C2 We prepared a Trustee resolution articulating the reas=ns why the Trustees decided to make the investment (reciting the grantor=E2 s intention as expressed in the memorandum). Barry would also feel more comfortable if the childr=n had more current information about, and were somewhat involved in, trust=investment decisions. Along the lines of Jeffrey's earlier s=ggestion, Barry would like to see the children get regular trust statements (he would be fine with quarterly). We a=so discussed the possibility of periodic accountings (again, as Jeffrey su=gested) and Barry would like to hear more about this. Please let me know how you would like me to proce=d and to respond to Barry. If you agree, I can prepare a Memoran=um of Intention for Leon to sign in connection with the APO1 Agreement and=the APO2 Declaration. This is a non-binding document that is designed to give Trustees comfort in exercising their fid=ciary discretion. It does not, of course, guard against a challenge =y a beneficiary. The periodic accountings and releases should do tha= (assuming proper disclosure). Shall we put the idea of quarterly beneficiary state=ents and periodic accountings on the Agenda for the next Trustees me=ting? Ada Clapp Chief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial Fax: Email: This communication and any attachment is for the =ntended recipient(s) only and may contain information that is privileged, =onfidential and/or proprietary. If you are not the intended reci=ient, you are hereby notified that further 2 EFTA_R1_00006417 EFTA01732834 dissemination of this communication and its attachments is prohibited. =AO Please delete all copies of this communication and its attachments and =otify me immediately that you have received them in error. Thank you= www.imax.com <http://www.imax.c=m> IMAX' is a registered trademark of IMAX Corporation. 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