From: jeffrey E. [mailto:[email protected]] Sent: Tuesday, February 23, 2016 4:51 PM To: Halperin, Alan Subject: Re: Re: are the tufts gain are a per unit calculation? =if they are guaranteed. does it still trigger? what is the tax= on ubti. for example if they donated this week and immediatley sold the shares . . is it trapped ubti, or only during the tim= it was held? On Tue, Feb 23, 2016 at 9:20 PM, Halperin, Alan S &l= > wrote: Jeffrey, please let me respond to you= questions. Under the current documents, the prin=ipals cannot contribute the underlying AOG units to a donor advised fund. Assuming the relevant documents are modified to permit such a contri=ution, there is nothing inherit in the laws that govern donor advised fund= which would prohibit such a contribution. However, such a contribution wo=ld trigger the Tufts gain. Further, the donor advised fund would have taxable income, as the AOG units will gi=e rise to UBTI. Under the current TRA, the Tufts gain, unless part of a fu=ly taxable exchange, will not trigger any TRA payments.</=> Exchanges, as distinct from subsequen= sales of the shares received in an exchange, are limited by various agreements, including the Agreement Among Principals and the Share=olders Agreement. Sales of shares, in turn, are limited by Rule 144. Howev=r, Rule 144 would not apply to shares sold by a donor advised fund.=u> Exchanges by Leon or BFP are reported=on Form 4. Assuming charity is not an affiliate of Leon or AGM, there is no Exchange Act reporting applicable to an exchange by the charit=. However, in the event that the charity owns 5% or more of the Clas= A shares, then there may be other reporting requirements (such as under S=ction 13(d) of the Exchange Act). Alan Alan S. Halperin I Partner Paul Weiss, Rifkind, Wharton & Garrison LLP New York, NY 10019-6064 3 EFTA_R1_01579561 EFTA02469239