From: "Jeffrey E." <jeevacation@gmail.com>
To: Ada , Brad Wechsler < >, Melanie Spinella
Subject: Re: Re AP Investco
Date: Tue, 02 Jun 2015 23:18:27 +0000
i think brad should trade under a poa limited to trading leons personal account .. and get it done
On Tue, Jun 2, 2015 at 6:25 PM, Ada Clapp < > wrote:
Jeffrey,
Brad and I have spoken a bit more about the discretionary trading. There seems to be two approaches. In both
cases, Brad would no longer be a Managing Director of Elysium but would become an officer (CEO):
Approach 1: Elysium's CEO would be given authority to invest Elysium's assets. Elysium's LLC agreement
would be amended to provide that LDB can't remove the CEO without 65 days-notice. LDB (sole
member/managing director) contributes cash to Elysium and Elysium sets up trading accounts.
Approach 2: Elysium is sole member of Investco and funds it with cash that LDB would contribute to
Elysium. Investco would set up the trading accounts. Brad would be the Manager of Investco. Investco's
LLC agreement would provide that Brad can only be removed by Elysium upon 65 days-notice.
The family office exception should apply with either approach because the investing entity is controlled by
LDB (either directly or as the managing director of Elysium) and is managing only family member money.
Apollo's personal trading restrictions can be satisfied by having the CEO of Elysium, or the Manager of
Investco provide Apollo quarterly certification it requested.
I am copying Alan to confirm my understanding of our earlier discussion as outlined above. If I am correct,
which approach do you prefer?
-Ada
From: Brad Wechsler
Sent: Tuesday, June 02, 2015 2:02 PM
To: Ada Clapp
EFTA00855460
Cc: Richard Joslin; Jeffrey Epstein; Alan S. Halperin
Subject: Re AP Investco
Ada-
I. I assume leon owns 100% of elysium?
2. Its ok to remove me as a member (managing director) of elysium but instead have leon delegate authority to
me for managing, signing, etc. I'd leave my title or change it if u want to the more conventional "ceo" if that
means anything.
3. Critical point is that this comports with Jeffrey's desires/goals for tax reporting.
4. If it doesn't, can 1db just give me a poa without compliance or ria issues. Hasnt rowan's and harris' offices
figured this out?
Sent from my Verizon Wireless BlackBerry
From: Ada Clapp
Date: Tue, 2 Jun 2015 15:59:59 +0000
To: Brad Wechsler
Cc: Richard Joslin<
Subject: AP Investco
Brad,
I spoke this morning with Alan and Marco Masotti Head of Paul Weiss's Private Investment Funds group and
Philip Heimowitz, counsel who specializes in 34 Act and 40 Act issues, including the family office exception.
They propose the following tweaks to the arrangement we discussed:
I. Elysium Management LLC, rather than Leon should be the sole member of AP Investco. Phil feels that
Investco should be a wholly owned subsidiary of the family office in order to ensure that the arrangement falls
within the FO exception.
2. To improve the optics for the FO exception (which requires that the FO be controlled by family
members), you would be removed as a Managing Director of Elysium and instead be appointed as an officer
with day-to-day operating authority. Leon would be the sole Member and Managing Director.
3. Elysium-as sole Member of Investco, would be able to remove the Manager of Investco only upon 65
days notice. This is to ensure that Leon is not viewed as the beneficial owner of the securities being traded by
Investco. They are concerned that this will be the case if Elysium could immediately remove a manager and in
that way, control trading. The 65 days comes from practice in this area.
Please let me know if you are comfortable with these changes. If so, Alan will go ahead and draft a very
simple LLC agreement as well as the documentation need to accomplish 2 above.
EFTA00855461
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
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