<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:
To:</td><td>Monday, January 26, 2015 1:22 PM
Richard Joslin</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

foreign loss?

On Mon, Jan 26, 2015 at 8:42 AM, Richard Joslin «mailto: > wrote:

The entity that owns direct interest =n Phaidon Press Ltd is JMWT Ltd, a corporation for US tax purposes. =he holding companies above JMWT Ltd (Midco, Topco) are disregarded entities for income tax purposes. Any lending activity bet=een these holding companies should be disregarded for income tax purposes.=Further no trade or business of lending would be ascribed to the holding c=mpanies single loan activity. I will look at the historical activity of these entities to see if any cos=s were capitalized and thus might be available for claiming when liquidati=n occurs.

From: jeffrey E. [mailto:jeevacation@gmailcomj Sent: Monday, January 26, 2015 6:56 AM To: Brad Wechsler; Richard Joslin; Eileen Alexanderson; Melanie Spin=lla Subject:

someone should take a hard look at the topco midco b=dco liquidation and decide if there is a passive,though albeit deferred ta= loss.

please no=e

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

## please =ote

The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disdosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=II rights reserved