Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Ada Clapp Phone: • Email: To: Leon D. Black From: Ada Clapp Cc: Bradley J. Wechsler and Alan Halperin Date: February 22, 2016 Re: AP Narrows LP—Overview I. Creation of the Partnership. AP Narrows LP (the "Partnership") will be a family investment vehicle through which art and other investments will be acquired, held and sold. One of its principal purposes will be to acquire and manage a diversified portfolio of fine art for investment purposes. A. Purposes for Creating the Partnership. One or more family trusts and you will contribute art to the Partnership to accomplish the following objectives: • To reduce market risk by combining their separate art holdings into a single more diversified collection; • To create a common ownership of assets to provide for efficient management and reduction of expenses resulting from cost efficiencies and potential tax deductions; • To have their art holdings managed and invested by an experienced, preeminent art investor (a factor of great importance to the Trustees who seek professional management of these assets); • To avoid repetitive asset transfers and fractionalization of ownership among multiple generations; and • To provide transfer restrictions appropriate for joint ownership and management of a large art collection for the benefit of family members. Attached is a Term Sheet outlining the proposed structure, funding, ownership and governance of the Partnership. B. Other Considerations. To the extent that existing appraisals of art holdings are outdated, appraisals will be required each time capital is contributed to the Partnership, and again if art is distributed or withdrawn in-kind. Additional EFTA01114528