<table><tr><th>From:</th><th>Karp, Brad S</th></tr><tr><td>Sent:</td><td>Thursday, January 21, 2016 2:10 PM</td></tr><tr><td>To:</td><td>jeevacation@gmail.com'</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

Thanks, Jeffrey. In my mgmt committee now and we're all very excited.

Brad S. Karp I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP <u>1285 Avenue of the Americas</u> I <u>New York NY 10019-6064</u>

www.paulweiss.com

From: jeffrey E. [mailto:jeevacation@gmail.comj
Sent: Thursday, January 21, 2016 08:57 AM
To: Karp, Brad S
Subject: Re:

we can talk later today, leon , apollo trans kathy, ( she would like you, if possible to consider hiring her colleague SU, from Latham she says he is a star, better than walsh. april start? beths bed no longer warm. . my job easy, your job- Leon. less easy

On Thu, Jan 21, 2016 at 8:29 AM, Karp, Brad S wrote:

Jeffrey,

All very interesting and, especially given market gyrations, hugely important and complicated.

What can I do to help and progress thinking?

Brad

Brad S. Karp I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP

(Direct Fax)

www.paulweiss.com <http://www.paulweiss.com>

From: Jeffrey E. [mailto:jeevacation@gmail.com <mailto:jeevacation@gmail.com> ]
Sent: Thursday, <u>Januar 21, 2016</u> 7:40 <u>AM</u>
To: Karp, Brad S
Subject:

I have a call today with Alan Halperin et al. . There is obviosly , no guarantee of a solution however, I would be willing to pay for the work myself so there is little argument to my role in this. if you think a separate matter billing helps with clarity„ I recognize it would not be perfect. : the subject is apollo/ athene. - rothschild.( possible ) USVI less likely . the subjects will require a thorough review of BRH agreement , the agreement amongst principals. , TRA, etc. consequences on death. - all , likely to require some amendments, the solution if one exists will likely involve. partnership regs. taxes, accounting. , insurance reg and restrictions . - on -shore and off- shore. personal income tax. PFIC or CFC, . sec disclosures.- restrictions. review of tolls on foreign transaction regs. not limited to 356- 7 . out bound etc. possible restrictions on inversions, Charitable trusts. ( broad category CLT CRT nimcrut, and full estate considerations . including taxes and disclosures. some valuation questions will need to be dealt with as well as non uniformity amongst founders - due to difference in age. ( discount rate for TRA , termination calculation? fairness etc. ). It appears obvious that the future of the PE biz at scale cannot be built around deals, but asset mgmt at the huge scale that Apollo now has. Berkshire Hathaway is the north star here. . future cash needs of each founder, needs careful consideration.

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