Fwd: Apollo Fund IV

Jeffrey,

FYI--we are still hunting this Jabberwocky, lest you think we had given up. :-)

Ada Clapp
Black Family Partners
Go Apollo Management
9 W 57th Street
New York NY 10019
phone
email:

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Begin forwarded message:

From: "Vine, Stephen"
Subject: RE: Apollo Fund IV
Date: April 10, 2013 4:09:26 PM EDT
To: "Ada Clapp".
Cc: "Eileen Alexanderson" < , "Fenn, Patrick"

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Dear Ada,

Sorry for the delay. As I think you probably know, the limited partnership agreement of Management IV (as amended from time to time) has always included provisions that require the general partner (or, when there were two GPs, the managing general partner):

to make a capital contribution equal to the lesser of 1% of total capital contributions or $500,000, and
to receive allocations of at least 1% of net income or net loss.

Both of these provisions ceased to be applicable to AIF IV Inc. when it ceased to be the sole general partner of Management IV. At that point, its contribution obligations and profit-sharing interests became fully discretionary.

We do not have any records indicating whether AIF IV Inc. in fact made any capital contribution to Management IV, nor do we have any records indicating what allocations is actually received from Management IV.

Stephen M. Vine

This is not a chart. The image contains an email header.

Key Information:

Recipient: Stephen M. Vine
Sender: Ada Clapp
Date Sent: Wednesday, April 10, 2013, 1:29 PM
Subject: Re: Apollo Fund IV
Cc: Eileen Alexanderson, Fenn, Patrick

Hi Steve,

So sorry to be a nudge but there is some urgency to getting this pinned down. Would Patrick be better positioned to help us with this?

Best regards,

Ada Clapp
Black Family Partners
c/o Apollo Management
9 W 57th Street
New York NY 10019
phone:
email:

IRS Circular 230 Disclosure:

Pursuant to IRS regulations, I inform you that any tax advice contained in this communication (including attachments) is not intended or written to be

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used, and cannot be used by any person or entity for the purpose of (i) avoiding tax related penalties imposed by any governmental tax authority, or (ii) promoting, marketing or recommending to another party any transaction or matter discussed herein. I advise you to consult with an independent tax advisor on your particular tax circumstances.

On Apr 8, 2013, at 8:41 AM, Ada Clapp

wrote:

Hi Steve,

Just checking in to see if you were able to find any documents or information for us on this question.

Thanks and best regards.

Ada Clapp
Black Family Partners
c/o Apollo Management
9 W 57th Street
New York NY 10019
phone
email:

IRS Circular 230 Disclosure:

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advisor on your particular tax circumstances.

On Apr 1, 2013, at 4:55 PM, "Vine, Stephen" <s██████████████> wrote:

Hi, Ada. (It's nice to hear from you!) Sorry for not responding sooner. Would it be possible to speak tomorrow rather than today?

Steve

Stephen M. Vine
Direct: Internal:

From: Ada Clapp [mailto
Sent: Monday, April 01, 2013 4:03 PM
To: Vine, Stephen
Cc: Eileen Alexanderson
Subject: Re: Apollo Fund IV

Hi Steve,

Are you free to discuss this today?

Ada Clapp
Black Family Partners
era Apollo Management
9 W 57th Street
Nov York NY 10019
phon
email.

IRS Circular 230 Disclosure:

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On Mar 29, 2013, at 2:39 PM, Ada Clapp <███████████████████████████> wrote:

Hi Steve,

I hope that you arc well and remember me (I was your Trusts & Estates partner for all of 2007!). I am now with Lcon Black's family office. I understand that you were involved in the formation of Fund IV and may be able to help me piece together certain information needed in connection with Leon's personal planning.

As you may know, back in 2007, simultaneously with Project Strong, Leon created Black Family Partners ("BFP" ). As part of the roll-up, all of Leon's family trusts and entities transferred their interests in all Apollo entities to BFP. One such entity was AIF Management Inc. ("Alf IV Inc."). What we arc trying to piece together is the economic value of what AIF IV Inc. contributed to BFP. As we understand it, AIF IV Inc. was originally the General Partner of Apollo Mangement IV LP ("Management IV") but on May 30, 2007, its GP interest was converted to a limited partnership interest (at which point, Apollo Management LP became the sole general partner of Mangement IV). AIF IV Inc. later transferred its LP interest in Mangement IV to BFP.

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What we don't know is what, if any, capital AIF IV Inc. contributed to Management IV in exchange for the originally issued GP interest (or what its economic interest in Mangement IV is). We also don't know whether AIF IV Inc.'s economic interest in Mangement IV changed upon conversion ofits GP interest to an LP interest. I am assuming AIF IV Inc. either contributed capital to Management IV, or is allocated a pro rota portion of the management fees received by Mangement IV in respect ofservices, as it did receive distributions from Management IV. We need to sort out so we can pin down exactly what percentage of BFP is owned by AIF IV Inc.

I would love to speak with you about this when you have a moment and to obtain from you the underlying documents indicating AIF IV Inc.'s economic interest in Mangement IV. I can be reached at the number below or at 347-304-0508 or you can email me a convenient time to call you.

Best regards,

Ada Clapp
Black Family Partners
cto Apollo Management
9 W 57th Street
New York NY 10019
phone
email:

IRS Circular 230 Disclosure:

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IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party.

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