EFTA01930994.pdf

To: Jeffrey epstein ([email protected])[jeffrey epstein (jeeyacation©gmail.com)]; [email protected][[email protected]] From: Boris Nikolic Sent: Thur 4/3/2014 8:25:19 PM Subject: FW: DST Healthcare PPM Ey'. From: Saurabh Gupta Sent: Thursday, April 3, 2014 1:21 PM To: Boris Nikolic Subject: RE: DST Healthcare PPM Hcy Boris, Yes I had several conversations with Yuri in last couple of days. We are speaking again in a few hours — let me send you another email with an update later today. Regards Saurabh From: Boris Niko8 Sent: Thursday, April 3, 2014 11:33 AM To: Saurabh Gupta Subject: RE: DST Healthcare PPM Importance: High Do we have any updates? Did you have chance to talk to Yuri? EFTA_R1_00381879 EFTA01930994 Where are we now? Thank you Boris From: Saurabh Gupta Sent: Sunday, March 30, 2014 11:29 PM To: Boris Nikolic Subject: FW: DST Healthcare PPM 1 will incorporate the changes. From: Verbesey, Paul .1 Sent: Saturday, March 29, 2014 7:46 AM To: Saurabh Gupta; Thomas Stafford; Svetlana Pavlova Cc: Hutchinson, James A; Peltz, Brynn ID; Weiss, William J.; Preysman, Daniel ES; Saccopoulos, Argyrios C Subject: DST Healthcare PPM Saurabh, Tom and Svcta, Attached please find a further revised draft of the PPM with our additional comments. Also attached is a blackline marked to show all changes made to the version that Daniel distributed on Monday of this week. We look forward to discussing this draft with you after you have had a chance to review it. Thank you. PN EFTA_R1_00381880 EFTA01930995 Paul J. Verbesey Goodwin Procter LLP 901 New York Avenue, N.W. Washington, D.C. 20001 T: F: www.goodwinprocter.com From: Preysman, Daniel B Sent: Monday, March 24, 2014 7:59 PM To: Gupta, Saurabh (DST Investment) ; Stafford, Thomas (DST Investment) Cc: Verbesey, Paul 3; Hutchinson, James A; Peitz, Brynn D Subject: DST Healthcare PPM - Term Sheet and Legal Disclosure Comments Hi Saurabh, Tom and Svetlana, Attached for your review, please find our initial comments to the term sheet and risk factors in the PPM reflected in a redline against the draft you previously sent us. Please note that we have started marking up the marketing section and will have it to you later this week. Also, our comments will be impacted by the final decision on the Advisers Act issues. Also attached is a Rule 506(d) Questionnaire that should be completed by everyone who will be involved in the offering of find interests. This is a relatively new requirement of U.S. law, and is something that Tom and Sveta had to deal with at the end of last year on another DST fund. It should be completed by Saurabh, Boris and Yuri (as beneficial owner of the GP) at a minimum but also should be completed by (i) each director of the board of the Healthcare Fund's investment adviser (this is the independent board for Advisers Act purposes), (ii) anyone who will speak to LPs about fundraising other than in a purely administrative/onboarding capacity, and (iii) any placement agent or solicitor that is used (though we understand you do not currently intend to use one). Finally, DST should confirm that, in respect of all DST entities and funds, the answer to the questions in the questionnaire is "no." If all answers on the questionnaire come back negative, there is no need to disclose or file the questionnaires with the SEC or otherwise — just keep them in the files of the Healthcare Fund. If we do have a "yes" from anyone, we should EFTA_R1_00381881 EFTA01930996 discuss what disclosure may be required. We look forward to discussing further with you. Best, Daniel Daniel B. Preysman Goodwin Procter LLP Exchange Place 53 State Street Boston, MA 02109 T: www.000dwinprocter.com IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Codc or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. ***** **************************************************** ** This message is intended only for the designated recipient(s). It may contain confidential or proprietary information and may be subject to the attorney-client privilege or other confidentiality protections. If you are not a designated recipient, you may not review, copy or distribute this message. If you receive this in error, please notify the sender by reply e-mail and delete this message. Thank you. ******************************************************************* EFTA_R1_00381882 EFTA01930997