From: McCaffrey, Carlyn < Sent: Friday, February 1, 2013 6:54 PM To: Yopp, Mark Cc: Rosen, Arthur; Heller, Amy; Kirschner, Elyse; Jeffrey Epstein Subject: RE: RE: Re: Mark, While you're looking in this area, see if you can find any authority for the proposition that the transfer of an interest in an LLC a majority of the assets of which consist of art, is not subject to the NY sales tax Carlyn Carlyn S. McCaffrey I Partner McDermott Will & Emery LLP 1340 Madison Avenue, New York, NY 10173 <mailto > I www.mwe.com <http://www.mwe.com> From: Yopp, Mark Sent: Friday, February 01, 2013 1:17 PM To: McCaffrey, Carlyn Cc: Rosen, Arthur; Heller, Amy; Kirschner, Elyse Subject: RE: RE: Re: Carlyn, What will the trust do with the art after the transfer, and will the grantor ever be given possession of the art after the annuity payments are made? If the annuity payments consist of transfers of ownership interests and the trust is merely storing the art, then the initial transfer would not be subject to tax because the trust is merely holding the art for resale. If there is an intervening use, then there would be no sale for resale. EFTA_R1_00066680 EFTA01761725