<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:
To:</td><td>Tuesday, December 8, 2015 5:19 PM
Halperin, Alan S</td></tr><tr><td>Subject:</td><td>Re: Phaidon Transaction</td></tr></table>

267 b4 says truestee of grantor. . =the above ruling says two trustees ? are you=certain

wrote:

The attached ruling addresses Section 267(b)(5), which provides tha= if two trusts are established by the same grantor, their fiduciaries are =elated to each other. The IRS ruled that, in making the fiduciaries related to each other, the statute refers only t= their official actions as trustees of the common grantor's trusts= not to transactions involving their personal assets or other trusts under=their administration. Accordingly, if an individual, in his individual capacity, is buying an asset, 267 should =ot apply, even if that individual otherwise is a trustee of non-selling tr=st. Thus, Richard need not resign as Trustee of the other trusts. Al=n

</=pan>

Alan=S. Halperin | Part=er

Paul, Weiss, Rifkind, Wharton & Garrison LLP

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