EFTA01135134.pdf

OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS SUBSTITUTION OF NOTE FROM LB TO APOI TRUST Establish a plan for repayment of the Note: FO-Eileen/Ada Eileen has met with teams • As per PW: Interest to be paid timely but no need to pre-pay principal. I. from JPM and Deutsche • Status of new banking relationships (Deutsche, JPM, Goldman) for Bank possible future art secured financing. Determine if LB's 2013 gift tax return will report the note substitution. PW/FO-Rich J PW was leaning toward not 2 reporting. 3. Update books and records to reflect ownership change of BFP FO-Accounting I 2009 GRAT Assign GRAT remainder to 1997 Trust. PW/FO Assignment document out for signature. DECANTING 2006 TRUST Assignment by 2006 Trust to APO I Trust of: • Note dated August 15, 2013 issued by Leon, as Maker. • Its interests in LBF Holdings, LLC. Complete • Art held in 2006 Trust • Insurance coverage updated to reflect new owner of art. 2. Transfer balance of cash account to APOI Account. FO-Eileen Complete EFTA01135134  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS DECANTING 2006 TRUST Ada prepared draft of use 3. Prepare and execute art use agreement with DB and APOI Trust PW/FO-Ada agreement and sent to PW for review 2.6.14 To be addressed when policies 4. Obtain separate insurance policy for Art held in APOI Trust FO-Rich J. come up for renewal. DECANTING 1997 TRUST Execute APO2 Agreement PW to send execution Revised documents I. • Trustees to waive commissions if they wish-Commission waver prepared copies received by FO 2.7.14 Revised documents 2. Decanting Instruments to be revised to include changes to the decanting statute. PW to revise the document received by FO 2.7.14 Assignment by 1997 Trust to APOI Trust of its interests in various investment 3. FO-Eileen/Accounting partnerships/LLCs. 4. Transfer cash accounts and marketable securities to APO2 Account. FO-Eileen/Accounting Assignment of Art held in 1997 Trust to APO2 Trust. PW to prepare assignment Insurance to be addressed 5. • Obtain separate insurance policy for Art held in trust FO—Rich J. re insurance when policies come up for • Discuss pledge of art by 1997 Trust to BFPfor Phaidon line of credit. renewal. PW/Ada re Pledge Assignment by 1997 Trust to APO2 Trust of: PW to prepare assignments/ 6. • Note payable to BFP ($21 MM per 10.31.13 balance sheet). Ada to review • Note payable to LBF ($88.6 MM per 10.31.13 balance sheet). 2 EFTA01135135  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS DECANTING 1997 TRUST Assignment by 1997 Trust to APO2 Trust of its interests in: PW to prepare • Black Family Partners; OFH LLC; SH Meadow Lane LLC; LDB Warren assignments/Ada to review 7 Street LLC; and • Phaidon Ada to address good guy guaranty with landlord's o Address Good Guy Guaranty provided by 1997 Trust to landlord of counsel 65 Bleeker Street. GRAT VALUATIONS/ANNUITY PAYMENTS a Eileen collecting account I. Work with Empire to obtain valuations for Gift to APOI G RAT FO-Eileen/Ada information to send to Empire. • Engagement Letter sent to LDB for Work with Empire to obtain valuations for Gift to APOI GRAT NO.2 signature 2.5.14 2. 17O-Eileen/Ada • Eileen collecting account information to send to Empire. Quarterly Annuity Payments: • First payment APOI GRAT—assignment sent to LDB for signature 3. 1.24.14 PW/FO-Ada • First Payment APOI GRAT NO.2 due 3.3.14-PW to prepare assignment- Eileen to transfer cash. 3 EFTA01135136  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS GRAT VALUATIONS/ANNUITY PAYMENTS Payment of Appraisal fees: • LDB to pay for valuation of gift to the GRAT 4. • GRAT to pay for in-kind quarterly payments of annuity (just update fee) FO/Accounting • If Leon re-GRATs the in-kind distribution, he needs a new full report and he pays for it. APO1 GRAT NO.3 Discuss timing of creation of APOI GRAT No. 3 Execution copy of a • Next dividend will be end of February-create in March? PW/FO-Ada February 2014 GRAT with • Need new engagement Letter from Empire. Ada ready to send to LDB. 2013 YEAR-END GIFTING _ a. Complete the process for gifts Leon made to the Foundation in December 2013— FO/Ada-Eileen to be paid out to charity. SPLIT DOLLAR Prepare Memo to Trustees of APOI Trust to request funds to repay AIF IV for Complete-One Trustee 1. FO-Ada premium advances to Trust #2. approved to date. 4 EFTA01135137  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS A SPLIT DOLLAR Trust #1 • Ada To prepare Notice of termination to AIF Bryant Group/Family 2. • Roger Cammon to prepare and Surrender forms for single life policies. Office/McDermott to In Progress • Roger to send a form of letter from AIF requesting that entire cash value review be paid to it based on the collateral assignment. Trust #2 3 • Ada To prepare Notice of termination to AIF Bryant Group In Progress • Roger Cammon will send a form to be completed by AIF releasing the collateral assignment. Memo sent 11.25.13. 4. Follow up with John Suydam regarding dissolving AIF IV. Family Office-Ada/Eileen Email reminder 12.4.12. LDB 2011 LLC-RFSTRUCTThuNG Send acknowledgement of rental payment for 2013 to Members of LDB 2011 Sent to UST 2.6.14-not 1. Family Office-Ada LLC for signature. yet sent to Trustees LDB 2011 LLC creates new LLC ("Newco") to hold BFP interests 2. PW • Draft new LLC agreement and form Newco. 5 EFTA01135138  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS LDB 2011 LLC-REsTuurrum.NG LDB 2011 LLC distributes interests in Newco to 4 children's 2011 trusts. 3. FO/Accounting • Update books and records of Newco. Four Children's 2011 Trusts each sell its interest in LDB 2011 LLC to APOI Trust for a Note. 4. PW • Draft Installment Sale Agreement • Draft Promissory Note TRUSTS CREATED BY LEON'S CHILDREN Eileen to discuss with Leon whether the children should be consulted regarding FO-Eileen investing the new funds held in their trusts. NEW HERITAGE TRUST Discuss with Leon provisions of New Heritage Trust in light of famil meeting. FO-Ada to prepare memo outlining issues • Decant APOI and APO2 trusts to New Heritage Trust 6 EFTA01135139  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS RESTRUCTURING OF FAMILY BUSINESS ENTITIES (A) BLACK FAMILY PARTNERS LP/ELYSIUM MANAGEMENT LLC Elysium: • File paperwork to change name pf Black Family GP LLC to Elysium I Management LLC. PWITeam • Revise LLC Operating Agreement to relate to Elysium. • Created new GP of Black Family Partners LP Confirm each partner's ownership percentage in BFP and adjust capital accounts to 2. FO/Accounting reflect partner contributions and partnership distributions. Review/revise operating agreements for Elysium and BFP LP re estate issues and 3. PW/FO-Ada governance simplicity. (B) NARROWS HOLDINGS LLC Restructure so it is an art investment entity-how will it be paid? Service 1. FO-Rich J. Agreement? Discuss how sales tax will be paid when sales are made to family trusts to avoid 2. Team additional gift issues. Confirm which art is NOT to be held in Narrows (e.g., bronzes) and assign out 3. FO/Rich J. anything that is so held. 7 EFTA01135140  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS RESTRUCTURING OF FAMILY BUSINESS ENTITIES (C) LDB 2011 LLC 1 Confirm each member's ownership percentage and adjust capital accounts to FO/Rich I. reflect member's contributions. 2. Review/revise LLC agreement re estate issues and governance simplicity PW/FO-Ada (D) LBF HOLDINGS LLC Review/revise LLC agreement re estate issues and governance simplicity PW/FO-Ada INTRA-FAMILY NOTES I AM M Devise a plan to repay all inn-family promissory notes. I. Team • Continue pro rata distributions from BFP to all limited partners. For outstanding notes, determine whether they should be refinanced (to reflect 2. Team business reality or alternatively, use a lower AFR) and secured. ART PURCHASES BY APOIMPO2 Discuss whether we will work with Trustees to create an investment policy 1. statement to purchase art. Consider putting a process in place for trust art Team to discuss purchases. 8 EFTA01135141  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS WILLS FOR DEBRA AND THE CHILDREN 1. DB to reach out to Jib Black re new Will. Status of Children's Wills • Ada met with Josh in November and gave him a Memo of items to PW/FO Ben signed his Will -. consider-he was to consider and call Alan December 30, 2013 • Alex and Victoria were both sent reminder entails in early November. RESIDENCES Residences mostly in joint name-address Alan's suggestion that they be held as tenants in common to obtain valuation discounts on death of last to die. I Team • Need to confirm title to 760 Park is in joint name on stock certificate. Consider holding all residences in LLCs for liability limitation (Narrows Road and 2. SH residences). Team SECURITIES LAW ISSUES 1. Review prior SEC filings for accuracy. PW 2. Address securities law issues with respect to action steps. PW 9 EFTA01135142  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS FOUNDATION PLANNING I. Create new foundations for each of Leon's children. Team 2. Arrange for Leon to fund each child's foundation. FO Prepare a memorandum for each child outlining the rules applicable to private 3. foundation investments, administration, and use and distribution of assets. FO/PW Review governing instrument for Leon's foundation to determine if provisions still 4. FO-Ada/Eileen In Progress reflect Leon's intentions regarding current and future governance. • I INSURANCE (A) LIFE INSURANCE 1. Determine whether to retain second to die life insurance and/or exchange or cash FO-Ada/Eileen working Updated policy illustrations in the policies with Bryant Group expected Mid-February Confirm that Trustees of insurance trusts are doing periodic policy reviews and 2. FO-Ada obtain copies of all Crummey notices. (B) PERSONAL PROPERTY INSURANCE List prepared by E. Prepare full inventory of Leon's personal property, including art and household Damaskos are 90% property (cane collection, rare book collection, bronzes, etc.). PD-Rich J. complete. Rich adding basis information. 2. Prepare inventory of Debra's personal property, including jewelry. PD-Rich J. 10 EFTA01135143  OPEN ITEMS LIST As of February 7, 2014 ACTION TO BE TAKEN RESPONSIBLE PARTY TIMING/STATUS ADMINISTRATION OF TRUSTS AND FAMILY ENTITIES Prepare Trustee record book with resolutions re investment and distribution 1. FO-Ada decisions. Prepare books and records for each family entity (with annual meeting minutes) FO Ada 2. with governing documents. Was Direction to take instructions from the Delegee Trustee ever signed in 3. connection with the 2011 Family Trust? If not-address. FO-Ada Review all trust agreements and Foundation documents to determine whether (i) 4. successor Trustee appointments are in place and appropriate, (ii) compensation FO-Ada agreements need to be put in place. FAMILY MEETINGS Discuss with LB timing and agenda for next family meeting Family Office PROMISED WORKS OF ART s a Attention to Promised Gift Agreements and Joint Purchase Agreements • Confirm with institutions that we have all Agreements (we have all agreements prepared by Withers and all information that Diana had). Project started by Ada- • Confirm that we are in compliance with the terms (some required FO-Rich L transitioned to Rich J. additional action). • Outline agreement terms so we understand what happens upon Leon's death. 11 EFTA01135144