EFTA02588278

From: Richard Joslin Sent: Tuesday, August 26, 2014 4:19 PM To: Ada Clapp; Eileen Alexanderson; jeffrey E.; lawrence delson Subject: FW: NY 70 townhouse The solution presented=below is most effective way to pay for improvements in the NY 70 townhouse= Please approve so PW can proceed and accounting can proceed to open=accounts, EIN etc. Thanks From: Richard Joslin Sent: Tuesday, August 26, 2014 12:15 PM To: 'Halperin, Alan S' Cc: Richard D'Agostino; Hurtado, Christopher L Subject: RE: NY 70 townhouse Alan: Thanks for your usual =mazing response time. I think this is fine. I think the only t=eak may be is that we do not apply for EIN as you indicate under #3 but we=do request a banking only purpose EIN to collect the monies for the two parties. This I think is in full compliance w=th rules for disregarded entities not having a tax ID number. I will=ping higher ups to sign off on this and revert. Perhaps NY 70 CAM LL= is best name. RJc/=> From: Halperin, Alan S [M= Sent: Tuesday, August 26, 2014 12:02 PM To: Richard Joslin Cc: Richard D'Agostino; Hurtado, Christopher L Subject: RE: NY 70 townhouse Hello Richard. Welcome=back. I hope you had a nice vacation. You raise an interesti=g set of questions. EFTA_R1_01769178 EFTA02588278 On balance, I recommen= the following action steps. 1.&n=sp; We establish a=new LLC (CAM LLC). JH is the non-member manager and LDB and NY 70 LL= are the members. 2.&n=sp; LDB and NY 70 =LC name CAM LLC as the CAM, replacing JH. 3.&n=sp; Since the memb=rs are LDB and a grantor trust as to LDB, for income tax purposes, the ent=ty is disregarded. The approach consistent with the regulations is t= use LDB's social security number. 4.&n=sp; The LLC would =ermit the manager to delegate and the LLC further would have officers.&nbs=; These provisions would facilitate the FO in paying for capital improveme=ts. What do you think? If =ou agree, we can establish CAM LLC and further implement the change in CAM= Thanks. Alan Alan S. Halperin</=pan> J Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP I www.paulwei=s.com <http://www.paulweiss.com> From: Richard Joslin J Sent: Tuesday, August 26, 2014 11:35 AM To: Halperin, Alan S Cc: Richard D'Agostino Subject: NY 70 townhouse AH: I am looking at unsigned/undated agreement between L=B and NY 70th St LLC. Parties agree to make additions to =apital Account. JH is Capital Account Manager (CAM) who can delegate to an= other individual (not entity). CAM has responsibility to pay for improvements. Question re banking/ daily operations. 2 EFTA_R1_01769179 EFTA02588279 We are setting up account with bank. We are requesti=g SS-4 to get EIN number for this account which is banking purpose ONLY.&n=sp; (SS-4 line 10a). US Trust is on board with this. It will facilit=te joint funding of the account to make improvements and comply with the aforementioned agreement. In filling out the SS-4 the legal entity/ individual=requesting the banking purpose account needs to stated. ='d like to use either LDB or NY 70 LLC as the party applying for a b=nking purpose SSN as this will be the name on the banking records (again a banking purpose account only). We could have =H file the 55-4 and have him sign. This would mean the account=name would be under 1H. As for paying for the improvements, the FO will be r=ceiving invoices and paying. JH could delegate responsibility =o the FO to make payments or alternatively JH does not delegate but instea= allows the FO to be signatories on the banking purpose account and to enable payments of improvement invoices after JH si=noff. This makes things complicated if we need JH to sign ever= wire to pay for each improvement. To summarize questions: Do you care if the Capital Account is set up under t=e name of NY 70 LLC? LDB? Can FO pay improvements and if so, does 1H need to d=legate CAM responsibilities? I want to ensure we respect the life interest/ remai=der interest rules so query if the name on the banking purpose account has=any impact on this. I fdoubt but wanted to run by you. Thanks 3 EFTA_R1_01769180 EFTA02588280 Richard Joslin CFO Elysium Management LLC This message is intended only for th= use of the Addressee and may contain information that is privileged and c=nfidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strict=y prohibited. If you have received this communication in error, please era=e all copies of the message and its attachments and notify us immediately.=o:p> 4 EFTA_R1_01769181 EFTA02588281