EFTA00853022.pdf

From: "jeffrey E." <[email protected]> To: "Lawrence H. Summers" Subject: Re: Dodd frank Date: Mon, 29 Jun 2015 16:14:12 +0000 its a regulatory issue not a reality based On Mon, Jun 29, 2015 at 12:12 PM, Lawrence H. Summers < wrote: Ok. But i don't decide anything so don't see problem. Sent from my iPhone Please direct all scheduling inquiries to my office at: Follow me on twitter T On Jun 29, 2015, at 4:05 PM, jeffrey E. <[email protected]> wrote: first , get your own lawyers to look at it. as i read it the document says " investing advice" , I think the argument that the document does not control is silly, the fact that you don't make the ultimate decisons could or could not be dispositive. run it by someone who works for you, not the other way around. . httplAvww.sec.govirulesffinal/2011/ia-3308.pdf On Mon, Jun 29, 2015 at 9:06 AM, Lawrence H. Summers < > wrote: How is this? Sent from my iPhone Please direct all scheduling inquiries to my office at: Follow me on twitter @lhsummers Begin forwarded message: From: "Widmann, Doug" Date: June 29, 2015 at 2:31:54 PM GMT+2 To: "Lawrence H. Summers" Cc: lhsoffice , "Michalow, Daniel" Subject: RE: Dodd frank Hi, we also discussed with our CCO, Nathan Thomas, so this conclusion is not just my own. EFTA00853022 First, we talked with Dan again to confirm the scope of your activities for D. E. Shaw. We determined that any trade-related ideas and suggestions are researched by the Macro team and the ultimate decision to take any action on behalf of our funds is made by Max, Daniel, or another member of the team. Accordingly, from our perspective, we do not believe that the activities you're involved in would cause you to be considered an "investment adviser" under applicable law. (However, if a specific provision of Dodd-Frank was mentioned to you, feel free to let us know which one, if you recall.) Obviously, we are not in a position to provide you with legal advice on your legal obligations, so you might consider having your own counsel look at this on your behalf. If you do, we'd be happy to share our perspective with such counsel. In connection with this, we also reviewed the description of services in the consulting agreement (signed in 2011) between you and D. E. Shaw. While its language is not controlling, we would prefer to amend it in the near future to remove a phrase referring to the provision of "investing advice." We will also formally remove the paragraph that initially required pre-approval of political contributions and activities; I believe Nathan and/or Dan already confirmed the non-applicability of those approval requirements to you earlier this year, based on an updated analysis of your status under the applicable rules. I am away on vacation this week, but will get you our proposed amendments next week when I return to the office. Regards, Doug From: Sent: Sunday, June 28, 2015 8:53 PM To: Michalow, Daniel Cc: Ihsoffice; Widmann, Doug Subject: Re: Dodd frank Thx Let's here what doug thinks. Sent from my iPhone EFTA00853023 Please direct all scheduling inquiries to my office at: Follow me on twitter On Jun 28, 2015, at 8:50 PM, Michalow, Daniel > wrote: He's cced. I meant you could double-check with your own counsel. Doug could you tell Lany what we thought here pls? From: Sent: Sunday, June 28, 2015 8:49:11 PM To: Michalow, Daniel Cc: Ihsoffice; Widmann, Doug Subject: Re: Dodd frank What's his email. Ill write him. Sent from my iPhone Please direct all scheduling inquiries to my office at: Follow me on twittell On Jun 28, 2015, at 8:42 PM, Michalow, Daniel > wrote: I left this with Doug and thought he would have gotten back to you. Sony about that. I think the answer will be that we really don't think so, but this is legal advice and so if you are concerned you may want to double check. From: Sent: Sunday, June 28, 2015 8:15:40 PM EFTA00853024  To: Michalow, Daniel Cc: Ihsoffice Subject: Dodd frank Am I an investment advisor? What did u learn? Sent from my iPhone Please direct all scheduling inquiries to my office at: Follow me on twitter please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00853025