<table><tr><th>From:</th><th>Halperin, Alan S</th></tr><tr><td>Sent:</td><td>Sunday, November 1, 2015 9:08 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>Fw: December 1 Decantings</td></tr></table>

Here you go. Thanks. Alan

Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison =LP

Sent: Sunday, November 1, 2015 3:27 PM To: Brad Wechsler; Ada Clapp Subject: Re: December 1 Decantings

Brad and Ada, over the weekend, I had several long telephone conversations =ith Jeffrey. One planning strategy which possibly=LLC-owned emerged art from to satisfy the calls the was debt the owing id=a to of APO1. Leon using Thereafter, borrowed APO1 funds would from have one cash, or more which third will parties be decan=ed. and Then AP0O1 would lend money back to Leon who, in turn, would re-pay th= loans owing to third parties. When the dust settles, Leon will continue t= owe the trust substantial funds. But the trust will have basis in the "new" loan, so ultimate repayme=t (if made after death) will not trigger tax. Further, it puts some distan=e between the earlier sale and restructuring (in old short-term trusts) basis. and the note =made by the new trust). The trick will be finding outside sources to provide the loans on a

We also discussed whether, in connection with the decantings, the family be=eficiaries should provide releases and, if so, should they have separate c=unsel and should the releases be supported by accountings. The releases an= accountings would cover the period since the last release.

=br>

=effrey then raised the question whether APO01 should mimic the provisions =f APO1, where there is a one-fund trust beyond Leon's life (and Debra's li=e), or whether the trust should be divided innto separate trusts at the death of the survivor of Leon and Deb=a.

=br>

=e discussed whether APO1 decanting will include right to any future remain=er interests from existing GRATs (Jeffrey says no).

These items will take time to navigate and implement, particularly the poss=ble third party loans, accountings and releases. One obvious question is w=ether the December 1 deadline will be pushed back.

Alan

Alan S. Halperin | Partner
Paul, Weiss, Rifkind, Wharton & Garrison =LP

From: Brad Wechsler
Sent: Sunday, November 1, 2015 2:10 PM
To: Ada Clapp

Brad and=Ada, over the weekend, I had several long telephone conversations with Jef=rey. One planning strategy which LLC-owned emerged art from to satisfy the calls the was debt the owing idea to=APO1. of Le=n using Thereafter, borrowed APO1 funds would from have one or cash, more which third will parties be decanted. and possibly Then=APOO1 would lend money back to Leon who, in turn, would re-pay the loans o=ing to third parties. When the dust settles, Leon will continue to owe the trust substantial funds. But the tr=st will have basis in the 'new' loan, so ultimate repayment (if made after=death) will not trigger tax. Further, it puts some distance between the ea=lier sale and the note. The trick will be finding outside sources to provide the loans on a short-term basis=

We also =iscussed whether, in connection with the decantings, the family beneficiar=es should provide releases and, if so, should they have separate counsel a=d should the releases be supported by accountings. The releases and accountings would cover the period since =he last release.

Jeffrey =hen raised the question whether APOO1 should mimic the provisions of APO1,=where there is a one-fund trust beyond Leon's life (and Debra's life), or whether the trust should be divided inn=o separate trusts at the death of the survivor of Leon and Debra.</=iv>

We discu=sed whether APO1 decanting will include right to any future remainder inte=ests from existing GRATs (Jeffrey says no).

These it=ms will take time to navigate and implement, particularly the possible thi=d party loans, accountings and releases. One obvious question is whether t=e December 1 deadline will be pushed back.

Alan

Alan S. Ha=perin | Partner
Paul Weiss Rifkind Wharton & Garrison =LP

Orig=al Message
From: Brad Wechsler
Sent: Sunday, November 1, 2015 2:10 PM
To: Ada Clapp
Reply To: Brad Wechsler
Cc: Halperin, Alan S; Jeffrey Epstein
Subject: Fw: December 1 Decantings

Ada/alan-as you can see I am copying jeffrey on this from our friday call as an fyi fo= him. Thx, b Sent from my Verizon Wireless BlackBerry ________________________

From: Ada Clap •
Date: Thu, 29 Oct 2015 19:56:42 +0000

Subject: December 1 Decantings

Attached for tomorrow's meeting are:

	= Action Steps to Decant publishing assets.

	= List of Documents needed to accomplish item 1.

= Action Steps to Decant non-publishing assets.

= List of Documents needed to accomplish item 3.

Ada Clapp

Chief Legal Officer

Elysium Management LLC

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