EFTA00997028.pdf

From: Ada Clapp To: jeffrey E. <[email protected]> CC: Eileen Alexanderson Subject: RE: Art Investment Entity Date: Tue, 16 Sep 2014 20:22:14 +0000 Apologies if we misunderstood your instructions. How do you wish to proceed from here? Ada Clapp 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 intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you. From: jeffrey E. [[email protected]] Sent: Tuesday, September 16, 2014 4:17 PM To: Ada Clapp Subject: Re: Art Investment Entity forwared them the term sheet was my instructions as i recall. no more no less On Tue, Sep 16, 2014 at 4:07 PM, Ada Clapp < w. rote: Hi Jeffrey, We were following the instructions we understood you to give us at the last team meeting—which was to forward the art entity proposal to the Trustees and solicit their input. After that meeting, we had a preliminary discussion with Barry Cohen about the art entity and he asked that we have a broader discussion with the other Trustees included— hence today's call. I also understood you to say at our last team meeting that Alan should start drafting the documents to restructure Narrows and the you wanted the art investment entity funded by October 15th. Alan is working on the documents but from a practical standpoint, I am not sure the October 15th date is feasible. That will depend on Rich J, as much of the information the Trustees are requesting will require his input/assistance and I understand that he is currently occupied with tax matters. Ada Clapp Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 EFTA00997028 Direct Dial: Fax: Email: This communication and any attachment is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you. From: jeffrey E. [mailto:jeevacationggmail.com] Sent: Tuesday, September 16, 2014 3:50 PM To: Ada Clapp Cc: Eileen Alexanderson; Halperin, Alan S; Heather Gray Subject: Re: Art Investment Entity at whose direction did you have these conversations. leons? On Tue, Sep 16, 2014 at 2:30 PM, Ada Clapp > wrote: Heather and I had a call with Richard, Barry and John today to discuss the proposal that the trusts invest art and other assets in the restructured Narrows. The Trustees are generally on board with the idea but would like additional information to be fully comfortable with it. Richard, in particular asked for the following: 1. That we put together the type of marketing materials that an art fund would issue when soliciting investors. Richard would be happy with a one-page document describing Leon's experience as an art investor, together with information showing Leon's "track record" (let's discuss whether we limit the performance to the art currently owned by Narrows and Leon individually or whether we include Leon's track record as an informal consultant to the trusts). The marketing materials will also include a break- down of the investment proposal for the new art investment entity—based on the art asset classes in which the trusts and Narrows are currently invested (e.g., the new fund will be invested in a portfolio of fine art consisting of approximately X% contemporary art, Y% impressionist art, Z% old masters, etc.). 2. A List of the assets we are asking the trusts to contribute, including the dollar value of each asset. 3. A statement for each trust showing what percentage of each trust would be invested in the new Narrows if each trust contributes the assets noted in 2. 4. That each trust have a specified capital commitment after the initial capital contribution. Richard felt strongly that there be some "cap" so that the Trustees could ensure sufficient liquidity and reasonable diversification of trust assets. Because it was understood that imposing a dollar value on the capital commitment was not workable, the Trustees agreed that the cap could be phrased in terms of a percentage of the trust's assets (e.g., a trust shall not be required to contribute capital to the extent that it would cause its investment in the new Narrows not to exceed X% of the total value of the trust's assets). To determine the percentage, the Trustees want to see the information requested in 1-3 above. Heather and I are happy to pull this information together. Since some of it will overlap with the information Rich J. is compiling for Barry, Heather will consult with Rich to avoid duplication of effort. Once we have given this information to the Trustees together with the structure documents Alan is preparing, they will likely ask Irene Steiner at Akin Gump to review it on behalf of the Trustees. Heather-please chime in if I have left something out. Thanks! EFTA00997029  Ada Clapp 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 intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you. 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 jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00997030