EFTA00617098.pdf

OPEN ITEMS LIST-ART INVESTMENT ENTITY As of November 11, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS I. Provide Trustees with Requested Information: • Subscription materials (including Leon's track record, what asset classes of art the LLC will be invested in, overall size of the LLC once fully subscribed, etc.)—are we supplying this? • For each trust: inventory of its art and projected percentage of its overall assets to be invested in Narrows • Schedule of purchases/sales/gains/losses (including unrealized) over last 10 years for art purchases by LDB and Trusts excluding works not intended as investments (e.g. collectibles, jointly owned, or promised) Eileen/Joslin./Heather 2. Provide the Trustees with estimate of Narrows' cash needs and capital calls: • Trustees will determine percentage limitation on capital calls after reviewing the items in I above. Accounting/Eileen 3. Amendment and Restatement of Narrows LLC Agreement • LDB to decide how much control he wants over Narrows (one or two classes of Managers) and if LLC interests will be used to pay Note to APOI • BAC to consent to amend LLC Agreement PW/Ada/JEE/Eileen Draft LLC Agt sent to JEE for review 10.22.14 JEE to speak with LDB re control/structure and Note repayment 4. LDB to identify which works are to be held in Narrows: • Provide list of art (by artist) showing basis and unrealized gains/losses • LDB to sign Contribution Agreement Joslin/Heather Joslin & Heather met with LDB 10.29.14 Draft Contribution Agt prepared 10.16 EFTA00617098 OPEN ITEMS LIST-ART INVESTMENT ENTITY As of November II, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS 5. Decide if Narrows will ad as Guarantor of LDB's BAC loan • Decide if Leon will pay the LLC a guaranty fee and how much Eileen/Team 6. Sale of Class B Manager interest (if 2 Manager classes) • BAC to consent to sell the interest • PW to prepare sale documents • Narrows to be valued (Accounting) PW/Ada/Accounting On hold pending LDB decisions 7. BFP to contribute non-Apollo investments to NAR Investments LLC • LLC Agreement to be signed • Contribution Agreement to be signed • Assignment documents to be completed (Accounting) PW/Ada/Accounting Draft LLC Agt sent to JEE for review 10.22.14 Draft contribution Agt prepared 11.12.14 8. BFP to distribute interests in NAR to its partners • Resolution of Manager to make the distribution • Assignment Agreement effecting the distribution PW/Ada Draft Resolution and Assignment prepared 11.12.14 9. LDB 2011 LLC to distribute interests in PLB LLC to APO' • Resolution of Manager to make the distribution • Assignment Agreement effecting the distribution PW/Ada Draft Resolution and Assignment prepared 11.12.14 2 EFTA00617099 OPEN ITEMS LIST-ART INVESTMENT ENTITY As of November II, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS 10. Admit new Members to Narrows: • BAC to consent to Amend LLC Agreement and admit new Members • Need Second Amendment to LLC Agreement? • Contribution and Assignment Agreements re NAR interests (LDB) (Assignment from GRATs to LDB as a partial annuity payment) • Contribution and Assignment Agreements re NAR Interests, LDB 2011 LLC interests and Art (APOI) • Contribution and Assignment Agreements re NAR Interests and Art (APO2) PW/Ada Draft Contribution and Assignments Agreements prepared 11.12.14 Heather to provide current list of art held in APOI and APO2 to complete contribution and assignment Agts. 11. Art Use Agreement PW/Ada Draft Agreement prepared 11.12.14 12. Discuss use or incorporation of Phaidon name • Licensing Agreement with Phaidon? PW/Ada Licensing Agt on hold 13. Fine Art Insurance • Narrows to acquire fine art insurance on its art Heather/Joslin 14. Hire Narrows employees • Change Heather's employer and benefits • Enter into independent contractor agreement with art advisors (Diana Howard and Charlie Moffett) • Narrows/Elysium Agreement regarding use of office space by Narrows employees • Narrows/Elysium Agreement regarding use of accounting/legal services Eileen/Heather 3 EFTA00617100