MEMORANDUM To: Barry Hart and Peter Hiebert From: William L. Blum and Robert Ladislaw cc: Jeffrey Epstein, Erika Kellerhals, Robert Solomon Date: September 29, 2016 Subject Structure for Avoidance of Repatriation Tax We have been discussing potential means by which a large publically traded U.S. corporation ("US Corp"), with an Irish subsidiary ("ISub") which owns a substantial amount of cash, may arrange for the transfer of that cash to itself or its shareholders without the transfer being deemed a dividend which is subject to tax at full U.S. corporate rates (i.e., a "repatriation tax"). One proposed structure to potentially accomplish this is through the use of a trust. In addition to the goal of avoiding dividend treatment, the structure must provide the US Corp's directors with the ability to control the trustee in such manner that they may fulfill their fiduciary obligation to US Corp's shareholders to protect and preserve the assets of US Corp. PROPOSED STRUCTURE EFTA00582948