EFTA00828442.pdf

From: "Jeffrey E." <jeevacation®gmail.com> To: Melanie Spinella Subject: Fwd: Administrative Services Agreement Date: Fri, 29 Apr 2016 14:31:55 +0000 Forwarded message From: Halperin, Alan S Date: Friday, 29 April 2016 Subject: Administrative Services Agreement To: "Jeffrey E." <[email protected]> Thanks, Jeffrey. 1. Please note that the authority with respect to the purchase and sale of securities is limited. In relates only to the ministerial act of giving instructions if the principal (that is, the trust) has directed. The agreement does not provide for discretionary investment authority. Indeed, in Schedule A, which describes the services to be provided, in terms of investments, the services are limited to: reviewing and analyzing investment opportunities; preparing reports; reviewing and coordinating execution of NDAs and subscription agreements; assisting in the development of investment guidelines; and monitoring performance. In light of how we carefully have handled this issue, I am comfortable with including such services and authority. 2. In terms of privilege, I agree that we need to be careful. But I do not believe the ASA changes anything. As an aside, I trust you saw the confidentiality language. May we proceed with the ASAs? Many thanks. Alan Alan S. Halperin I Partner Paul Weiss Rifkind Wharton & Garrison LLP New York NY 10019-6064 Direct Fax) Elysium is permitted to perform ministerial acts on behalf of any Principal, including, but not limited to, acts such as signing checks or other instruments of transfer and giving instructions for the purchase or sale of securities From: jeffrey E. [mailtoleevacationagmail.coml Sent: Friday, April 29, 2016 7:46 AM To: Halperin, Alan Subject: Re: Administrative Services Agreement EFTA00828442 not sure about purchase and sale of securities? want to discuss issues of prlvlege On Fri, Apr 29, 2016 at 7:21 AM, Halperin, Alan S > wrote: Good morning, Jeffrey. As requested, I am attaching the five proposed Administrative Services Agreements. We expect to have a similar ASA with the art partnership. Are we good to go? Thanks. Alan Alan S. Halperin I Partner Paul. Weiss. Rifkind. Wha k Garrison LLP illiS 19-6064 Direct Fax) This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. 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 EFTA00828443 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 EFTA00828444