Proposal for

Proposal for Art Partnership Transaction As of June 29, 2012 U.S. TRUST AP. EFTA01192569 Disclosure Any examples presented are hypothetical and do not reflect specific strategies we may have developed for actual clients. They are for illustrative purposes only. The availability and effectiveness of any strategy is dependent upon your individual facts and circumstances. This material is current as of the date specified and is for informational purposes only. It is not a solicitation, or an offer to buy or sell any security or investment product, nor does it consider individual investment objectives or financial situations. While the information contained herein is believed to be reliable, we cannot guarantee its accuracy or completeness. U.S. Trust, Bank of America Private Wealth Management operates through Bank of America, N.A. a wholly owned subsidiary of Bank of America Corporation. Information in this material is not intended to constitute legal, tax or investment advice. You should consult your legal, tax and financial advisors before making any financial decisions. If any information is deemed "written advice" within the meaning of IRS Regulations, please note the following: IRS Circular 230 Disclosure: Pursuant to IRS Regulations, neither the information, nor any advice contained in this communication (including any attachments) is intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax related penalties or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. 2 U.S. TRUST e Bank 4/America Private Weahh Managewent EFTA01192570 Overview of Art Partnership Transaction An art partnership would be formed ("BFAP") between Narrows Holdings LLC ("Narrows") and the Black 2006 Family Trust (the "2006 Trust") as limited partners and LB 2012 Family LLC as general partner (the "GP"). The GP would be owned 50% by Narrows and 50% by the 2006 Trust as non-managing members. Investment decisions for BFAP would be made by the GP's Class A Manager (Leon). Liquidation, withdrawal and distribution decisions would be made by the GP's Class B Manager (John Hannan). The 2006 Trust would contribute its interests in LBF Holdings ("LBF") and Black Family Partners ("BFP") and Narrows would contribute fine art of equal value. Each would be a 49.5% limited partner of BFAP. The GP would be a 1% general partner of BFAP. Over time, Narrows could redeem its capital in the form of cash or BFP interests and would reduce its ownership interest in BFAP. 3 U.S. TRUST 4er Rank of A ntriea Private Wealth Management EFTA01192571 Mechanics of Art Partnership Transaction 4 Preliminaries: • LBF distributes to the 2006 Trust all interests it owns other than a 70.869% interest in BFP. • Debra gifts Leon her 1% membership interest in Narrows so that Narrows is wholly owned by Leon. / Creation of Art Partnership: • Narrows and the 2006 Trust equally contribute assets to the GP (which may include some portion of the 2006 Trust's 1.806% direct interest in BFP). • The GP contributes its assets to BFAP in exchange for a 1% general partner interest. • The 2006 Trust contributes its interest in LBF and all of its 1.806% direct interest in BFP not contributed to the GP in exchange for a 49,5% limited partner interest. • Narrows contributes about SI billion of tine art to BFAP in exchange for a 49.5% limited partner interest. Administration of Art Partnership: • BFAP makes pro-rata distributions of its income to the GP, Narrows and the 2006 Trust. • The GP makes distributions of its income to Narrows and the 2006 Trust. • Narrows makes distributions of its income to Leon. • If Leon and Debra need additional income, the Trustees of the 2006 Trust could make distributions to Debra. • BFAP may permit the 2006 Trust to use art owned by BFAP. The Trustees of the 2006 Trust may permit Debra, as a beneficiary, to enjoy BFAP art that the 2006 Trust is entitled to use. • Over time, Narrows could redeem its capital as cash or BFP interests and would reduce its ownership interest in BFAP. U. S. TRUST e Bank of America Private Wts:th nacement EFTA01192572 Overview of Art Partnership Transaction Pros: • Gives Leon immediate access to income from a 36.3% BFP interest via distributions from Narrows and the GP of 50% of BFAP's current income received by these entities. • After several years, Narrows (wholly owned by Leon) could redeem capital from BFAP in the form of cash or BFP interests. • Debra is eligible to receive discretionary distributions from the 2006 Trust, which may provide additional cash flow for Debra and Leon prior to any redemption of capital by Narrows. Cons: • Prior to redemption, if 36.3% of BFP income is inadequate, Debra may have to request a discretionary distribution from the 2006 Trust, which the Trustees could refuse. • Valuations will be required when Narrows wishes to redeem its interests in BFAP. • There may be insufficient liquidity in BFAP for Narrows to redeem in the form of cash. Other Considerations: • The 2006 Trust could rent art from BFAP (and allow Debra as a trust beneficiary to use it); the rental payments to BFAP would increase Leon and Debra's liquidity. • Leon could also rent art from BFAP (in effect. making additional "tax-free" gifts to the 2006 Trust). 5 U.S. TRUST Bank of America Prhate Wealth Monogram EFTA01192573 Mechanics of Art Partnership Transaction Preliminaries 1,BF Holdings (retains 70.869% REP) Step 1 LBF distributes all assets other than BFP to the 2006 Trust 6 Narrows Holdings Step 2 Debra gifts a 1% member interest in Narrows to Leon 1% member U.S. TRUST'S Bank of America Whew Wealth Management EFTA01192574 Mechanics of Art Partnership Transaction Formation of GP Step 3 Narrows and the 2006 Trust each contribute assets to the GP 50% non-managing member Narrows Holdings (Wholly owned by Leon) 7 Contributes liquid assts BFAP GP LLC Contributes fine art 50% non-managing member Leon Slack ,Class A Manager, John Hannan, Class S Manger U.S. TRUST S Rank d Americo Private Wttith Alginagement EFTA01192575 Mechanics of Art Partnership Transaction Formation of BFAP Step 4 The GP, the 2006 Trust and Narrows each contribute assets to BFAP in exchange for ownership interests 8 BFAP GP LLC 1% general partner Contributes 1% liquid assets and fine art BFAP i i, Contributes a 72.675% BFP interest owned directly and via LBF 49.5% limited partner 49.5% limited partner Contributes fine art Narrows Holdings U.S. TRUST era Rink of America PrimitoWralthMAnuement EFTA01192576 lip Transaction Distributes 50% GP income BFAP GP LLC stributes % BFAP income 27% BFP ncome) OM ast) Distributes 49.5% BFAP income (35.974% BFP income) Distributes 50% GP i :come Distributes 100% Narrows income U.S. TRUST e &ink clAntetica Private Wealth Manairment EFTA01192577 Mechanics of Art Partnership Transaction Discretionary Authority Step 6 10 May permits the 2006 Trust to Use art owned by BFAP May permit Debra as a trust beneficiary to use BFAP art BFAP (Owns fine art and 72.675% BFP) Possible discretionary distributions to Debra as a trust beneficiary Cart be used to pay taxes • U.S. TRUST Bunk of America F`rivateWra!th Mnnairiwnt EFTA01192578