From: Brad Wechsler cj

From: Brad Wechsler cj To: ' " < mjeevacationgginail.com." <jeevacation(kgmail.com> CC: ' " < >, Subject: Re: Trust Investments-Fiduciary Duty Date: Tue, 20 Jan 2015 22:13:37 +0000 IT Ada-i have spoken to jeffrey and alan about this (and leon). There are mechanisms (eg, Memorandums of Intention and legal structures (LLC's owned by trusts, etc) that will facilitate all this. requests may (or may not) satisfy all trustees. _requests (with certain structural mechanisms) will, more likely, satisfy everyone. Since I would like to avoid a fire drill (and being "arbitraged" by different trustee desires) my suggestion to leon is will be that he funds OWL personally if he so desires--which of course he is free to ignore-- and we put in place a mechanism for VC investments that works for the family and the trustees on a slightly slower time schedule. I will speak to leon tomorrow. From: Ada Clapp [mailto: Sent: Tuesday, January 20, 2015 04:31 PM To: Brad Wechsler; Jeffrey E. <[email protected]> Cc: Eileen Alexanderson < Subject: Trust Investments-Fiduciary Duty HI Brad and Jeffrey, just called me to discuss his fiduciary duty in connection with the OWL investment and all investments generally. It is ...understanding that Leon's intention, as grantor of the various trusts, is for trust assets to be used for the benefit of his children, which includes helping them learn about investing. In that regard, he can see some basis for the Trustees investing in OWL, an investment that interests the three boys. However, he has mixed feelings about putting the trust funds in a venture capital investment because of the risk factor (understanding of course, that the investment could do very very well). The bottom line of call is that he would feel more comfortable as a Trustee making such investments if: 1. Leon provided the Trustees with a Memorandum of Intention reminding the Trustees of the reasons for which he created the trusts was and the purposes for which he would approve of trust assets being used; and 2. We prepared a Trustee resolution articulating the reasons why the Trustees decided to make the investment (reciting the grantor's intention as expressed in the memorandum). would also feel more comfortable if the children had more current information about, and were somewhat involved in, trust investment decisions. Along the lines of Jeffrey's earlier suggestion, Miwould like to see the children get regular trust statements (he would be fine with quarterly). We also discussed the possibility of periodic accountings (again, as Jeffrey suggested) and Barry would like to hear more about this. Please let me know how you would like me to proceed and to respond to l= If you agree, I can prepare a Memorandum of Intention for Leon to sign in connection with the APO1 Agreement and the APO2 Declaration. This is a non-binding document that is designed to give Trustees comfort in exercising their fiduciary discretion. It does not, of course, guard against a challenge by a beneficiary. The periodic accountings and releases should do that (assuming proper disclosure). Shall we put the idea of quarterly beneficiary statements and periodic accountings on the Agenda for the next Trustees meeting? EFTA00866098 Ada Clapp Chief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial: 646-589-0303 Fax: 646-589-0330 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. IMA. gistered trademark of IMAX Corporation. IMPORTANT NOTICE Information contained in this e-mail correspondence and any attachments is confidential information intended only for the use of the individual or entity named above. Any reader of this message who is not the intended recipient of this correspondence is hereby notified that any dissemination. distribution. copying or communication of the contents of this correspondence is strictly prohibited. If this e-mail was not addressed to you . please immediately notify us by phone in Canada at (905) 403-6500 (collect calls will be accepted) or by email at and delete and destroy this correspondence inadvertently sent to you. Thank you EFTA00866099