EFTA01923942

To: Jeffrey EMeevacation@gmaitcomi From: Larry Cohen Sent Tue 6/3/2014 3:20:58 PM Subject: RE: For Jeffrey: supporting organization roadmap Thanks. Who else do you have attending today? Lisa Johnson will join us from Foundation From: jeffrey E. [mailto:[email protected]] Sent: Tuesday, June 3, 2014 8:20 AM To: Larry Cohen Subject: Fwd: For Jeffrey: supporting organization roadmap ----- Forwarded messa e From: Lesley Groff Date: Tue, Jun 3, 2014 at 11:00 AM Subject: Fwd: For Jeffrey: supporting organization roadmap To: Jeffrey Epstein [email protected]> Sent from my iPhone Begin forwarded message: From: "Russo, Raphael M" Date: June 3, 2014, 10:54:53 AM EDT To: ' Cc: "Ezring, Gregory A" Subject: For Jeffrey: supporting organization roadmap We took a look over the weekend at the supporting organization roadmap that you sent us and have the following observations: Most importantly, there are a number of features described in the roadmap that suggest a level of oversight by the Parent that could deem it to control the SO. By way of example: EFTA_R1_00368562 EFTA01923942 • The donor is entitled to appoint only a minority of the board of the SO (pg 2). The Parent must elect a majority of the SO board (pg 4). • The SO board may not be controlled by "disqualified persons" which includes major donors and their related parties (pg 4). • The SO must be free to accept/ reject any suggestion or request made by the donor (pg 2) and in the case of NPT, has rejected some grant requests in the past (pg 5) • Concentrated positions may be retained by the SO "if good investments" and "the aggregate public charity asset allocation is prudently diversified" (pg 3). This suggests a level of investment oversight at the Parent level or at the SO level under the direction of the Parent. • Parent may delegate or accept recommendations from the SO subcommittees with regard to investments and grantmaking (pg 4). • SO is subject to prudent investing standards (pg 5). Taken together, these features suggest to us that while it should be possible to establish information barriers to separate the SOs from each other and the Parent for insider trading purposes, you would have to aggregate holdings at the parent level for purposes of Section 13d and Section 16. Let us know if you want to discuss this further or otherwise prepare for tonight's call. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal 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 Code or (ii) promoting, marketing or recommending to another party any transaction or matter EFTA_R1_00368563 EFTA01923943 addressed herein. Click Here for More Information Raphael M. Russo I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP I New York NY 10019-6064 (Direct Phone) I (Direct Fax) www.patilwciss.com 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 EFTA_R1_00368564 EFTA01923944