Epstein Secrets

anagement LLC) FROM: Charles T. Dowling Elizabeth A. Kubanik RE: Leon Black Estate Planning This memorandum summarizes our high-level thoughts on Leon Black's estate planning based upon the information and documents that have been provided to us and our discussions with you. As a general matter, we have b

questions or comments you may have on the topics discussed in this memorandum or any other aspect of Leon's estate planning. C.T.D. E.A.K. cc: Leon D. Black Alan S. Halperin (Paul, Weiss, Riflcind, Wharton & Garrison LLP) -14- EFTA00591806

harles T. Dowling Elizabeth A. Kubanik RE: Leon Black Estate Planning This memorandum summarizes our h

cluding Surrogate's Court approval of the proposed repayments.2 Alternatively, reliance on the estate administration exception would not be because AGM Management, LLC, which is owned and controlled by the principals through BRH GP, will manage all of Apollo's operations and activities and have discretion ove

he Registrant's Registration Statement on Form S-1 (File No. 333-150141)). 10.9 Agreement Among Principals. dated as of July 13. 2007. by and among Leon D. Black. Marc J. Rowan. Joshua J. Harris. Black Family Partners. L.P.. MJR Foundation LLC. AP Professional Holdings. L.P. and BRH Holdings. L.P. (incorporat

s are distributed to the limited partners of Holdings. The general partner of AP Professional Holdings. L.P. is BRH. which is one third owned by Mr. Black• one third owned by Mr. Harris and one third owned by Mr. Rowan. BRH is also the general partner of BRH Holdings. L.P.. the limited partnership throu

007. by and among Apollo Global Management. LLC. AP Professional Holdings. LP.. BRH Holdings. L.P.. Black Family Partners. L.P.. MJR Foundation LLC. Leon D. Black. Marc J. Rowan and Joshua J. Harris (incorporated by reference to Exhibit 10.27 to the Registrant's Registration Statement on Form S-I (File No. 333

Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.1 Amended and Restated Limited Liability Company Operating Agreement of AGM Management. LLC dated as of July 10, 2097 (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-I (File No. 333-15014

able Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

x Receivable Agreement' EFTA00621124 HOLDERS: Leon D. Black Marc J. Rowan Joshua J. Harris [Tax Receivable

lable source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof). "Manage?' means AGM Management, LLC, a Delaware limited liability company and the manager of the Issuer. "Market Value" shall mean the closing price of the Class A Shares on the

contributing partners hold their Apollo Operating Group units: ' IRS" refers to the Internal Revenue Service; "managing partners" refers to Messrs. Leon Black. Joshua Harris and Marc Rowan collectively and. when used in reference to holdings of interests in Apollo or Holdings. includes certain related part

Apollo Operating Group. entered into ("the AMH credit facility"). under which AMH borrowed a $1.0 billion variable-rate term loan if either (i) Mr. Black, together with related persons or trusts, shall cease as a group to participate to a material extent in the beneficial ownership of AMH or (ii) two

rns that have been geometrically linked based on capital contributions. distributions and dividend reinvestments. as applicable; 'our manager" means AGM Management. LW. a Delaware limited liability company that is controlled by our managing partners: 'permanent capital" means capital of funds that do not have r

007 (the "Reorganization"). The Company is managed and operated by its manager. AGM Management. LLC. which in turn is wholly-owned and controlled by Leon Black. Joshua Harris and Marc Rowan (the "Managing Partners"). As of December 31. 2011. the Company owned. through three intermediate holding companies th

h in turn is wholly-owned and controlled by Leon Black. Joshua Harris and Marc Rowan (the "Managing Part

ompleted a reorganization of its predecessor businesses on July 13. 2007 (the "Reorganization"). The Company is managed and operated by its manager. AGM Management. LLC. which in turn is wholly-owned and controlled by Leon Black. Joshua Harris and Marc Rowan (the "Managing Partners"). As of December 31. 2011.

ned by or related to Athene. Certain commitment-based SlAs are included as the underlying assets are liquid; • "Managing Partners" refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related par

uid; • "Managing Partners" refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and,

ur Shares % Series A Preferred Shares % Series A Preferred Shares (the "Series A Preferred Shares" or the "shares"). When, as, and if declared by AGM Management, LLC, our manager, distributions on the Series A Preferred Shares will be payable quarterly on March 15, June 15, September 15 and December 15 of ea