Elysium Management LLC New York, New York 10022 Ada Clapp Phone: Email: To: Barry J. Cohen, John J. Hannan, Richard Ressler, Trustees APO1 Agreement From: Ada Clapp Date: August 11, 2015 Re: Administrative Services Agreement with Elysium Management LLC ("Elysium") At the May 5th Trustees Meeting, we discussed putting in place an arrangement whereby Elysium would provide administrative services to family trusts and entities and be appropriately compensated for its efforts. The proposal, as you recall, is for any trust/entity that wants Elysium's assistance (a "client") to enter into an Administrative Services Agreement ("ASA") with Elysium. Each client would pay its proportionate share of Elysium's overhead based on the value of such client's assets relative to the assets of all Elysium clients. Following is a summary of a proposed ASA between the APO1 Agreement and Elysium (if you approve, a similar document would be prepared for the APO2 Declaration and other entities): I. Parties to the Agreement. The APO I Agreement (the "Trust") each entity wholly owned by the Trust' (the "Entities") (collectively, the "Principals") and Elysium are parties to the ASA. II. General Terms. A. Elysium will provide administrative assistance to the Principals to facilitate administration of the Trust and Entities ("Administrative Services"). Elysium may perform services in addition to Administrative Services ("Special Projects") by mutual agreement of Elysium and the Principal. B. Discretionary authority over investments and distributions remains with the Trustees or the managers, as the case may be (unless otherwise delegated by separate instrument). C. The ASA may be terminated: (i) any time by mutual consent of Elysium and a Principal; or, (ii) by either a Principal or Elysium upon 60 days' written notice to the other party. Currently, these are LBF Holdings LLC (Leon Black, manager), LDB 2011 LLC (Barry Cohen, manager) and NY 70ih Street LLC