RE: In re Life Partners Holdings, Inc. Holdings Joint Plan...
Transcript of RE: In re Life Partners Holdings, Inc. Holdings Joint Plan...
RE: In re Life Partners Holdings, Inc. Plan Comparison Chart, Plan Preference Form, Extended Voting Deadline Dear Investor, As you are aware, there are two proposed plans of reorganization in the Life Partners Holdings bankruptcy case. The first has been proposed by the Chapter 11 Trustee (H. Thomas Moran II) and the Official Committee of Unsecured Creditors, and is called the “Joint Plan.” The second has been proposed by Transparency Alliance LLC and is called the “Transparency Plan.” By now, you should have received separate ballots and related election forms in the mail: one set for the Joint Plan, and another set for the Transparency Plan. These ballots allow you to vote on whether to accept or reject each Plan. The Trustee, the Committee, and Transparency have prepared a side-by-side “Plan Comparison Chart” showing the key features of the two Plans. That chart is included with this letter, and we hope that you find it helpful as you complete your ballot and election forms. We have also included a “Plan Preference Form” with this letter. This Plan Preference Form allows you to tell the Court which of the two Plans you prefer if you have voted or will vote to accept both Plans. The Court has asked that we send this form to you. If you have voted to accept both Plans (or if you intend to vote that way), and you would like to tell the Court which of the two Plans you prefer, please take the time to fill out the enclosed Plan Preference Form, and return it (i) by fax or (ii) by mail in the self-addressed envelope, so that it is received at the address or fax number below no later than 11:59 p.m. (prevailing Pacific Time) on Tuesday, August 23, 2016. If by First Class Mail:
Life Partners Holdings Preference Election c/o Epiq Bankruptcy Solutions, LLC P.O. Box 4419 Beaverton, OR 97076-4419
If by Overnight Courier or by Hand Delivery:
Life Partners Holdings Preference Election c/o Epiq Bankruptcy Solutions, LLC 10300 SW Allen Blvd Beaverton, OR 97005
If by Fax: 1-844-462-9564
Lastly, we write to inform you that the voting and election deadlines for both Plans have been extended to 11:59 p.m. (prevailing Pacific Time) on Tuesday, August 23, 2016. Moreover, the Court has authorized ballots and election forms to be submitted by fax to (i) 1-844-462-9564 for Joint Plan materials or (ii) 1-347-897-3452 for Transparency Plan materials.1 If you intend to vote for either Plan, please ensure that the appropriate ballot is returned by that date. Note that elections under both Plans, irrespective of your vote, must also be submitted by that date. Sincerely, The Trustee, the Committee, and Transparency
1 Any payments that you would like to remit will still need to go by mail pursuant to the instructions you have already received.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
IN RE:
LIFE PARTNERS HOLDINGS, INC., et al.,
Debtors,
)
)
)
)
)
)
Chapter 11
Case no. 15-40289-rfn-11
Jointly Administered
PLAN PREFERENCE FORM
You should have already received ballots for: the plan proposed by the Chapter 11
Trustee (H. Thomas Moran) and the Official Committee of Unsecured Creditors [Dkt. No. 2498]
(the “Joint Plan”), and the plan proposed by Transparency Alliance LLC [Dkt. No. 2671] (the
“Transparency Plan”). If you have voted to accept both Plans, or if you intend to vote to accept
both Plans, please use this Plan Preference Form to indicate which of the two Plans you prefer.
You may indicate your preference in Item 1 below.
ITEM 1. Indication of Plan Preference.
Please check the box above the Plan that you prefer. Please only check one of the two
boxes. Forms that check both boxes will be disregarded.
The Joint Plan The Transparency Plan
ITEM 2. Acknowledgements and Certification. By returning this Plan Preference
Form, the undersigned certifies that (i) it is the owner and holder of a Claim(s) in the Life
Partners Holdings, Inc. bankruptcy case, and/or (ii) it has full power and authority to vote to
accept or reject the both the Joint Plan and the Transparency Plan in the name of the owner and
Holder of a Claims(s) in the Life Partners Holdings, Inc. bankruptcy case.
Signature: ____________________________________________________
Print or Type Name of Claimant: __________________________________
Address: _____________________________________________________
Day Time Phone No:____________________________________________
PLAN PREFERENCE FORM Page 2
ITEM 3. Instructions. To properly complete this Plan Preference Form, you must
follow the procedures described below:
1. Complete item 1 above by checking the box above the Plan that you prefer. Please
only check one of the two boxes. Forms that check both boxes will be
disregarded.
2. Provide your name, mailing address, and a daytime telephone number in the
spaces designated in Item 2.
3. If you are completing the Plan Preference Form on behalf of another entity, you
should indicate your relationship with such entity and the capacity in which you
are signing and, if requested, submit satisfactory evidence of your authority to so
act (e.g., a power of attorney or a certified copy of board resolutions authorizing
you to so act).
4. Sign and date the Plan Preference Form.
5. Return your completed Plan Preference Form using the enclosed pre-addressed
return envelope or as follows:
If by First Class Mail to:
Life Partners Holdings Preference Election
c/o Epiq Bankruptcy Solutions, LLC
P.O. Box 4419
Beaverton, OR 97076-4419
If by Overnight Courier or by Hand Delivery:
Life Partners Holdings Preference Election
c/o Epiq Bankruptcy Solutions, LLC
10300 SW Allen Blvd
Beaverton, OR 97005
6. You may also return your completed Plan Preference From by facsimile at the
following number: 1-844-462-9564
7. Your signed and dated Plan Preference Form must be actually received by
11:59 p.m. (Prevailing Pacific Time) on Tuesday, August 23, 2016.
8. If you have any questions regarding this Plan Preference Form or these
instructions, please contact either:
Epiq Bankruptcy Solutions, LLC (the Debtors’ Balloting Agent), by phone at
(866) 841-7869 or via email to [email protected].
or
Prime Clerk, LLC (Transparency’s Balloting Agent), by phone at (855) 252-4427
(toll free) or via email to at [email protected]; include “Life
Partners” in the subject line.
Order Approving SVBE Stipulation Page 1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
IN RE: § § CASE NO. 15-40289-RFN-11 LIFE PARTNERS HOLDINGS, INC., et.al. § § JOINTLY ADMINISTERED Debtors. §
ORDER EXTENDING VOTING AND ELECTION DEADLINES, AUTHORIZING INVESTOR PREFERENCE FORMS, AND ALLOWING SUBMISSION BY FACSIMILE
The Stipulation as to Voting and Election Deadlines and Certain Solicitation Procedures
(the “Stipulation”)1 having come before the Court on the agreement of the counsel for the
Trustee, the Committee, and Transparency, and the Court having found that the referenced
Stipulation is good and sufficient; and the Court having considered the same and sufficient cause
appearing to the Court, the said Stipulation should be GRANTED. Now therefore, it is:
1 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Stipulation.
Signed August 11, 2016
______________________________________________________________________
The following constitutes the ruling of the court and has the force and effect therein described.
United States Bankruptcy Judge
Case 15-40289-rfn11 Doc 2975 Filed 08/12/16 Entered 08/12/16 09:13:50 Page 1 of 2
Order Approving SVBE Stipulation Page 2
ORDERED that the Voting Deadlines for submitting ballots to accept or reject the Joint
Plan [Dkt. No. 2498] and the Transparency Plan [Dkt. No. 2517] shall be and hereby are
extended to August 23, 2016 at 11:59 p.m. (prevailing Pacific Time); and it is further
ORDERED that the Election Deadlines for the Joint Plan [Dkt. No. 2498] and the
Transparency Plan [Dkt. No. 2517] shall be and hereby are extended to August 23, 2016 at 11:59
p.m. (prevailing Pacific Time); and it is further
ORDERED that investors holding voting claims pursuant to the Joint Solicitation Order
and Transparency Solicitation Order shall be mailed a Preference Form, by which they may
indicate a preference between the Joint Plan and Transparency Plan, to be completed and
returned so that it is received no later than August 23, 2016 at 11:59 p.m. (prevailing Pacific
Time). Such Preference Forms shall have no impact on the tabulation of any ballots and shall
only be considered with respect to investors who vote to accept both the Joint Plan and
Transparency Plan; and it is further
ORDERED that the Tabulation Agents in these Cases shall accept completed and signed
ballots submitted by facsimile, and that the first ballot, election form, and/or Preference Form of
any duplicate ballot, election form, and/or Preference Form received shall be tabulated on behalf
of the relevant claim(s) and/or investor(s);2 and it is further
ORDERED that this Court shall retain exclusive jurisdiction over any and all disputes
arising out of or otherwise relating to this stipulation.
### END OF ORDER ###
2 This provision does not apply to submissions of non-duplicate ballots or election forms, which shall be tabulated consistent with the Stipulating Parties’ respective SVBE Procedures, or as further ordered by this Court.
Case 15-40289-rfn11 Doc 2975 Filed 08/12/16 Entered 08/12/16 09:13:50 Page 2 of 2
PLAN COMPARISON CHART
Topic Joint Plan Transparency Plan
PLAN PROPONENTS
Parties ! Chapter 11 Trustee – Court appointed fiduciary with duty to represent the best interests of the Estates
! Committee of Unsecured Creditors – Appointed by United States Trustee. Fiduciary duty to represent best interests of all Investors and unsecured creditors
! Transparency Alliance LLC (“Transparency”); affiliate of BroadRiver Asset Management, L.P. (“BroadRiver”).
! Investing own time, resources, and expertise to provide investors with an alternative to the Joint Plan.
Expertise ! Chapter 11 Trustee – Intimate knowledge of the Debtors, including institutional knowledge, and knowledge of systems and records used by the Debtors.
! Committee Members – The Committee Members are all current Investors with varied backgrounds selected by the U.S. Trustee
! Globally-recognized leader in life settlement portfolio management dedicated to life settlements.
! Robust asset management systems, compliance controls, risk management, and operational depth in life settlement investment management.
! Together with affiliates has (i) invested more than $700 million of capital in life settlements; (ii) analyzed over 50,000 policies with over $80 billion in face value; (iii) built finely-tuned portfolios for pension funds and other institutional investors, stressing realistic mortality assumptions and steady cash flow; and (iv) designed robust, proprietary information-technology platforms for analysis and management of life settlements.
! Dedicated solely to managing assets to maximize revenue for its institutional clients, allowing it engage third-party policy servicers in arms’-length transactions.
SUCCESSOR TRUSTS
Entities ! Position Holder Trust! Creditors’ Trust! IRA Partnership
! Policy Recovery Trust! Position Holder Trust! Creditors’ Trust
Post-Confirmation Governance
! Asset Servicer: Vida Capital, Inc.! Escrow Agent: Will be identified in Plan Supplement
! Asset Managers: Affiliates of Transparency and BroadRiver (Transparency PRT Trustees LP,
PLAN COMPARISON CHART
2
Topic Joint Plan Transparency Plan
! Custodian: Will be identified in Plan Supplement Transparency PHT Trustees LP)! Asset Servicers: Please see “Servicers” section below.! Creditors’ Trustee
Trustees ! Position Holder Trustee: Eduardo Espinosa! Creditors’ Trustee: Alan Jacobs
! Policy Recovery Trustee: Transparency PRT Trustees LP! Position Holder Trustee: Transparency PHT Trustees LP! Creditors’ Trustee: Judge Michael A. McConnell (Ret.)
Experience of Trustees ! Position Holder Trustee and Creditors’ Trustee are both independent third parties.
! Eduardo Espinosa, the Position Holder Trustee, has extensive experience in regulatory compliance, including reorganization experience in the fractionalized life settlements industry. See Exhibit A.
! Alan Jacobs, the Creditors’ Trustee, has over thirty-five years of experience in dispute resolution and corporate restructuring, including serving as the Plan Administrator, Disbursing Agent, and sole member of Debtor’s post-effective date management in the Texas Rangers bankruptcy case. See Exhibit B.
! Policy Recovery Trustee and Position Holder Trustee are both affiliates of Transparency Alliance, globally-recognized life settlement investment management. See “Expertise” section above for additional detail.
! Judge Michael A. McConnell (Ret.), the Creditors’ Trustee, is a former United States Bankruptcy Judge for the Northern District of Texas, and current Chairman of the Bankruptcy and Business Reorganization Practice Group for Kelly Hart & Hellman. See Exhibit D.
Compensation of Trustees ! Policy Holder Trustee: Eduardo Espinosa ($400/hr)! Creditors’ Trustee: Alan Jacobs
o (i) Retainer: $40K for first month; (ii) $20K monthly for next 11 months; (iii) $15K monthly for next 12 months; (iv) $10K monthly for next 24 months; (v) subsequent months to be agreed upon by Creditors’ Trustee and oversight board
o Success Fee from distributions: (i) 2.25% of first $20 million; (ii) 3.00% of distributions $20 million-40 million; (iii) 4.00% of distributions $40 million-100 million, subject to credit of 40% retainer fees; (iv) 3.00% of distributions over $100
! Policy Recovery Trustee and Position Holder Trustee: 0.2% per year of the face value of the outstanding Polices. Permanently capped at this amount.
! Creditors’ Trustee: (i) $25K for first month; (ii) monthly amount declining by $5K each month to minimum of $5K; and (iii) right to seek alternative arrangement with Advisory Board as circumstances warrant.
PLAN COMPARISON CHART
3
Topic Joint Plan Transparency Plan
milliono Reimbursement of reasonable expenses
! Compensation may be modified on court approvalControl / Advisory Board Plan to be implemented and monitored by an independent
oversight board that includes fellow investors:! Bert Scalzo*! Skip Trimble*! Mark Reddus*! Jose Montemayor (former Texas Insurance
Commissioner) [Phil Loy is proposed replacement if Vida Plan Collaboration Agreement is not approved by the Bankruptcy Court]
! [fifth member to be named pursuant to Trust Agreements]
*Current Investor / Member of Unsecured Creditors’ Committee
Advisory Board with specialized expertise in workouts, bankruptcy, investment oversight, insurance regulation, asset servicing, and actuarial underwriting. See Exhibit E. Members include: ! Eleanor Kitzman! Philip R. Loy! Robert Vowler! Bettina M. Whyte! A representative of the Fractional Interest Holders! Nate Evans (serving as an observer of Advisory Board)
SERVICERS HIRED BY SUCCESSOR TRUSTS
Entities / Role Vida Capital, Inc., through its affiliates, will act as servicer: ! Institutional asset manager focused exclusively on
providing longevity-contingent investment solutions to institutions and individual investors.
! Specializes in the structuring, servicing, financing and management of life settlements, synthetic products, annuities, notes, and structured settlements.
! Senior management team has over 100 years of life settlements and life insurance experience, and extensive knowledge of alternative investing.
Rigorous system of checks and balances using multiple parties; platform that separates asset management from independent, third party asset servicing. Servicing providers are:! Fractional Interest and Trust Units Administrator:
Archway Finance and Operations – fund administrator for hedge funds, fund of funds, private equity funds, managed account managers, and private banks; more than $26 billion in assets under administration.
! Custodian/Escrow Agent: TVPX Life Settlement Services – highly experienced team that provides customized
PLAN COMPARISON CHART
4
Topic Joint Plan Transparency Plan
! Vertically-integrated with a leading life settlement provider allowing for sourcing, diligence, closing, servicing and tracking responsibilities to be completed in-house by dedicated investment professionals.
! Currently manages over $1.1 billion of equity capital which corresponds to over 1,500 policies and $2.3 billion of face value assets.
Vida will be subject to oversight by the Position Holder Trustee and independent board described above.
fiduciary, securities intermediary and payment services to the life settlement marketplace.
! Policy Servicer: MLF LexServ, L.P. – highly-regarded and largest independent portfolio servicer in the insurance market; clients represent life settlement assets in excess of $50 billion
Servicers will be subject to oversight by the Policy Recovery Trustee and/or Position Holder Trustee, each of which will be subject to oversight by the Advisory Board described above.
Experience See Exhibit C See Exhibit F
Compensation ! One time fee of 2.8% of maturity proceeds (paid at maturity)
! Payment is tied to maturities, so Vida is taking same risk of non-payment as investors
! For policies subject to pooling via the Position Holder Trust Election: not to exceed 0.10% per year of the policies’ outstanding face value.
! For policies subject to the Continuing Interest Election or the Note Election: not to exceed 0.12% per year of the outstanding face value of the Policies.
! These amounts are permanently capped at these percentages. To the extent the actual fees charge are less than the capped percentages, the savings are passed on to the investors.
! One-time startup fee of $500,000.
Control The servicer has contractual duties of competence and care and can be terminated after notice by the Position Holder Trust for failing to perform those duties.
All service providers have contractual duties of competence, diligence, and independence, and can be fired and replaced by the Policy Recovery Trustee at any time for failing to perform those duties.
PLAN COMPARISON CHART
5
Topic Joint Plan Transparency Plan
ELECTION RIGHTS(Non-IRA Investors)
Options Option 1 – Fractional InterestOption 2 – PoolOption 3 - Rescission (for Rescission Settlement Subclass Members)
Option 1 – 100% of Fractional Interest (not 95% certificate of ownership/ 5% beneficial interest as in Joint Plan)Option 2 – PoolOption 3 – Rescission (for Rescission Settlement Subclass Members)
Default Election Option 1 Option 1
ELECTION RIGHTS(IRA Investors)
Options Option 1 - New IRA Note:1
a. No premium obligation; b. Set face amount, recourse to IRA Partnership; c. Interest paid; d. Maturity date tied to due date; not tied to single
Policye. A “true note” that addresses the risks attendant to the
pre-bankruptcy “sham” note issued by LPIOption 2 – PoolOption 3 – Rescission (for Rescission Settlement Subclass Members)Option 4 – Convert to Fractional Interest
Option 1 – 100% of Fractional Interest Option 2 – PoolOption 3 – Class B3 Note
a. Payable from the same maturities that secured the individual investor’s pre-bankruptcy note
b. Secured by the same maturities that secured the individual investor’s pre-bankruptcy note
c. Premiums not deducted from maturity proceeds; payable by investor during the term of Class B3 Note;
d. Subject to approval by Bankruptcy Court due to tax risk.
Option 4 – Rescission (for Rescission Settlement Subclass Members)
Default Election Option 2 Option 2
1 As to positions related to policies that are noted as matured in the policy list filed with plan supplement, this option results in payout of maturity funds.
PLAN COMPARISON CHART
6
Topic Joint Plan Transparency Plan
PRE-EFFECTIVE DATE MATURITIES
[Option 1 Election] – 95% paid in cash as soon as reasonably possible following the Effective Date; subject to the terms of the Plan (including obligation to pay Catch-Up Payment and Pre-Petition Default Amount, and deduction for withholding taxes); 5% distributed as interest in the pool on the Effective Date.
Irrespective of Election, 100% paid in cash on the Effective Date subject to the terms of the Plan (including deductions for unpaid Prepetition Default Amount, unpaid Catch-Up Payments, and withholding taxes).
EXIT FINANCING
Provided by: Vida Capital, Inc. Transparency PRT Trustees LP, as administrative agent for lenders
Amount ! Exit Loan in an amount not to exceed $55 million! Standby Line of Credit not to exceed $25 million! Backstopped by the existing Maturity Funds Facility
Exit Financing Facility providing $75 million revolving credit facility
Interest / Fee ! Commitment fee of $300,000 (Exit Loan); unused line fee each year the line of credit is outstanding in the amount the lesser of $100,000 or 0.0075 (0.75 percent) of the undrawn amount on reserve
! 13% per annum, payable (by pool) quarterly in arrears
! No commitment fee! No interest! Exit Financing Fee of 5% of gross maturity proceeds of
fractional interests held in pool! Fee not payable from investors who retain interest by way
of Continuing Interest Election or Note Election.! Because payment is tied to maturities, Lenders are taking
same risk of non-payment as pooling investorsTerm ! Outstanding balance of the Exit Loan will become due
and payable on the second anniversary of the Effective Date
! Outstanding balance of the Standby Line of Credit will become due and payable on the third anniversary of the Effective Date
! Available for the duration of Transparency Plan (10-12 years) to ensure that portfolio does not return to bankruptcy
PLAN COMPARISON CHART
7
Topic Joint Plan Transparency Plan
! Maturity Funds Facility provides further backstop
Used for: ! Funding premiums and other ongoing expenses of the Position Holder Trust, and
! Replenishing its premium reserves
! Funding $15 million premium reserve! Any other needed purpose, including operating costs of
Policy Recovery Trust
Repayable from: Position Holder Trust ! Principal repaid from pooled maturities in Position Holder Trust;
! Continuing Interest Holders and Class B3 Note Holderspay their share of principal over 2 years following Effective Date of Transparency Plan
Lender Protections/Security
The Exit Loan and Standby Line of Credit shall be secured by all assets of Position Holder Trust, other than the New IRA Note Collateral. Post-Effective Date advances under the Maturity Funds Facility, if made, will be secured by a first lien on death benefits related to Beneficial Ownership in the Policies held by the Position Holder Trust; provided, however, that after the Effective Date draws on the Maturity Funds Facility may not be made unless (i) all sums owing to Vida then-outstanding under the exit loan and the Standby Line of Credit (described below) have been paid in full or (ii) Vida otherwise agrees.
The Exit Financing Facility shall be secured by perfected liens in all assets of the Policy Recovery Trust with respect to which liens in favor of the Administrative Agent, for the benefit of the Lenders, are granted pursuant to and in accordance with the terms of the collateral documents. The collateral shall in no event include any portion of the Policies or proceeds thereof held by any Continuing Interest Holder or Class B3 Note Holder in accordance with the terms of the Transparency Plan.
LITIGATION TRUST
Funding $12mm ! $2 million on Effective Date;! Additional $10 million available to the extent that
recoveries are less than $10 million.
Identify and Experience of Litigation Trustee
! Alan Jacobs! Experience: over thirty-five years of experience in
! Judge Michael A. McConnell (Ret.). ! Experience: former United States Bankruptcy Judge for
PLAN COMPARISON CHART
8
Topic Joint Plan Transparency Plan
dispute resolution and corporate restructuring, including serving as the Plan Administrator, Disbursing Agent, and sole member of Debtor’s post-effective date management in the Texas Rangers bankruptcy case. See Exhibit B.
the Northern District of Texas, and current Chairman of the Bankruptcy and Business Reorganization Practice Group for Kelly Hart & Hellman. See Exhibit D.
Causes of Action ! Debtors’ pending litigation and claims! Claims assigned by Settlement Class members
! Debtors’ pending litigation and claims! Claims assigned by Settlement Class members
Beneficiaries Holders of Allowed General Unsecured Claims (includes Rescission Settlement Subclass Members who assign Additional Assigned Causes of Action, MDL Plaintiffs, and SEC); Rescinding Position Holders; Former Position Holders
Holders of Allowed General Unsecured Claims (includes Rescission Settlement Subclass Members who assign Additional Assigned Causes of Action, MDL Plaintiffs, and SEC); Investors who make Rescission Election
SEC CLAIM
Treatment ! SEC to receive Creditors’ Trust Interest; distributions to be reallocated to Investors in Creditors’ Trust, then to Position Holder Trust
! Treatment has been approved by SEC
! SEC to receive a Creditors’ Trust Interest, which will be transferred to the Policy Recovery Trust for the benefit of Policy Recovery Trust Beneficiaries.
! Treatment has not yet been formally approved by SEC, although treatment of SEC Claim under Transparency Plan is highly similar to treatment of SEC Claim under Joint Plan.
BANKRUPTCY COSTS & PROFESSIONALS’ FEES
Treatment Court will determine final amount of allowed fees, which will be paid pursuant to the Joint Plan.
! Seeking appointment of Fee Examiner to review all professional fees and costs.
! Court will determine final amount of allowed fees, which
PLAN COMPARISON CHART
9
Topic Joint Plan Transparency Plan
will be paid pursuant to Transparency Plan.
Chapter 11 Trustee’s Fees
Are not approved or paid pursuant to the Plan, but are subject to Court approval
! Seeking appointment of Fee Examiner to review all professional fees and costs.
! Court will determine final amount of allowed fees, which will be paid pursuant to Transparency Plan.
OWNERSHIP ISSUE
Resolution / Timing ! Class Action Settlement: o has been preliminarily approved by the District
Courto has been approved by the Bankruptcy Court
! Final approval (subject only to Plan confirmation) is expected to be obtained prior to confirmation
! Class Action Settlement: o has been finalized and signed by the parties;o subject to approval by Bankruptcy Court and District
Court! Final approval estimated to take anywhere from six weeks
to four months after confirmation.
Terms ! Settle beneficial ownership claim and the Joint Plan election options for Investors
! Investors electing ownership provide 5% contribution to the pool (in exchange for an interest in and distributions from the pool)
! No obligation for Investors to make out-of-pocket payments (up front or otherwise) to cover exit financing, bankruptcy costs, or financing fees
! The Policy Holder Trust retains flexibility to sell portfolio at the appropriate time, subject to strong advisory board oversight
! Settle beneficial ownership claim in return for Transparency Plan election options for Investors
! No 5% contribution required; Investors who do not wish to pool or rescind keep 100% of policy death benefit, subject to terms of Transparency Plan.
! Accelerates distributions for investors by selling remaining policies in 10-12 years, reducing uncertainty for all investors, and de-risking policy portfolio.
! Regardless of sale, investors who desire to maintain their individual investments after sale have option to do so under Transparency Plan, under which Transparency is obligated to establish new servicer for investors.
Implementation / Effective Date
Effective Date expected to be within 30 days of confirmation (i.e. by late September or early October 2016)(Class Settlement approval required prior to Effective Date).
Effective Date expected to be approximately sixty days from confirmation (i.e., November 1, 2016). (Class Settlement approval required prior to Effective Date).
PLAN COMPARISON CHART
10
Topic Joint Plan Transparency Plan
TERM OF PLAN
Term Up to 30 years Ten years, subject to two separate one-year extensions.
EX
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Mr.
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transactio
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practice
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in
securities
regulatio
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corp
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govern
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and
merg
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acquisitio
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frequen
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represen
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and
sellers in
finan
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telecom
municatio
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health
care, fo
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real estate
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man
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receiver to
conduct th
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Mr. E
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as co
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men
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the fo
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Receiv
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volv
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ately $
0.4
0
per d
ollar in
vested
. We reo
rgan
ized th
e assets increasin
g th
e expected
net d
istributab
le
cash to
$1.0
0 p
er dollar.
Receiv
er over a $
13 m
illion secu
rities fraud
arising o
ut o
f material m
isrepresen
tations
mad
e by an
EB
-5 R
egio
nal C
enter an
d its affiliated
entities.
Ancillary
receiver to
a Wash
ingto
n S
tate receiver in
connectio
n w
ith th
e liqu
idatio
n o
f a
137 acre tract o
f land in
Harris C
ounty
, Tex
as.
Secu
rities Matters
Fund fo
rmatio
ns.
Priv
ate placem
ents, in
cludin
g o
ffering m
aterials, Reg
ulatio
n D
filings an
d b
lue sk
y
coord
inatio
n.
Advise activ
ist investo
r regard
ing acq
uisitio
n th
resho
lds, g
rou
p p
articipatio
n, an
d
relevan
t reportin
g o
blig
ations.
Com
plian
ce - registered
investm
ent ad
viso
r.
Defen
ded
a $5 m
illion fo
reign ex
chan
ge fu
nd ag
ainst alleg
ations o
f securities frau
d an
d a
receiversh
ip actio
n b
rou
ght b
y th
e State o
f Tex
as.
Defen
ded
a mark
eting co
mpan
y ag
ainst th
e SE
C’s alleg
ations o
f a $22 m
illion m
arket
man
ipu
lation
.
Mem
bersh
ips a
nd
Com
mu
nity
Inv
olv
emen
t
State B
ar of T
exas
Louisian
a State B
ar
Dallas B
ar Asso
ciation
Natio
nal A
ssociatio
n o
f Fed
eral Equity
Receiv
ers
Asso
ciation fo
r Corp
orate G
row
th
Hisp
anic N
ation
al Bar A
ssociatio
n
Natio
nal S
ociety
of H
ispan
ic Masters o
f Busin
ess Ad
min
istration
Ed
uca
tion
Tulan
e Univ
ersity L
aw S
chool, J.D
., 1995.
Tulan
e Univ
ersity, M
.B.A
., 1995.
The U
niv
ersity o
f Tex
as at Austin
, B.B
.A., 1
987.
EX
HIB
IT
Alan M
. Jacobs, President A
MJ A
dvisors LLC
999 Central A
venue, Suite 208 W
oodmere, N
ew Y
ork 11598 (516) 791-1100 (O
ffice) (212) 937-2300 (Fax)
(516) 946-4470 (Cell phone)
alanmjacobs@
amjadvisors.com
CU
RR
ICU
LU
M V
ITA
E
Mr. Jacobs is a senior financial executive w
ith over thirty-five years experience in business, corporate finance, board m
emberships, turnaround and insolvency m
atters, corporate restructuring and reorganization, and dispute resolution. M
r. Jacobs was a
founding mem
ber and senior partner of the Ernst & Y
oung LLP corporate finance/restructuring and reorganization practice, w
hich he left effective September 30,
1999 and formed A
MJ A
dvisors LLC.
Mr. Jacobs generally undertakes assignm
ents inthree prim
ary service segments:
Chief restructuring officer leading a com
pany through a Chapter 11
Trustee or principal leading a company’s restructuring/liquidation activities,
principally through a post-reorganization trustB
oard of director mem
ber of a company
Mr. Jacobs has led m
any major debt restructuring assignm
ents on behalf of a variety of clientele
in a
broad range
of industries,
including apparel,
asset based
lending, autom
otive supply, computer leasing, distribution, financial services, m
anufacturing, m
ining, mortgage origination &
servicing, oil and gas, publishing, real estate, retail, softw
are, steel, textiles and regulated utilities industries.
Mr. Jacobs has been a successful advocate for his clients’ interests, providing business
analyses, strategic planning, business valuations, litigation support, and fraudulent conveyance, fraud and preference investigations. Furtherm
ore, as a trustee or principal he has initiated, directed his professionals and negotiated favorable settlem
ents of com
plex litigations leading to higher than anticipated recoveries to case beneficiaries. Further, he has directed corporate finance transactions resulting in successful sales of businesses and negotiated plans of reorganization.
AM
J Advisors L
LC
is currently providing financial advisory services or has com
pleted assignmentsin the follow
ing matters:
Current M
attersLiquidating Trustee of the D
ewey &
LeBoeuf Liquidation Trust (C
hapter 11,Southern D
istrict of New
York)
2
Liquidating Trusteeof the N
ew C
entury Liquidating Trust and Plan Adm
inistrator of A
ccess Lending under the Joint Plan of Liquidation of New
Century Financial
Corporation et al (C
hapter 11, District of D
elaware)
Trusteeof the Shared A
sset Trust under the Joint Plan of Liquidation of M
. Fabrikant & Sons, Inc. and Fabrikant-Leer International, Ltd.
(Chapter 11, Southern D
istrict of New
York)
Liquidation Trusteeof the SO
G Liquidation Trust under the Plan of Liquidation
of Salander O’R
eilly Galleries Inc. (C
hapter 11, Southern District of N
ew Y
ork)Independent D
irectorof three WA
MU
Subsidiaries of JPMorgan C
hase & C
o. Sole D
irector and Officerof V
entoux International Inc. under the Circuit C
ity Stores, Inc. M
odified Second Joint Plan of Liquidation and Confirm
ation Order
(Chapter 11, Eastern D
istrict of Virginia R
ichmond D
ivision)
Com
pleted Matters
Disbursing A
gentunder the company’s reorganization plan under w
hich creditors w
ill be paid in full and former C
hief Restructuring O
fficerof Berry H
ill Galleries,
Inc. (Chapter 11, Southern D
istrict of New
York)
Liquidating Trust Trusteefor C
omm
unications Dynam
ics Inc. Liquidating Trust (C
hapter 11, District of D
elaware)
Director
of Criim
i Mae Inc. and pre effective date Financial A
dvisor to Equity H
olders’ Com
mittee (W
ashington, DC
based real estate investment trust)
Post-Effective Date Sole O
fficer and Sellers’ Representative
pursuant to Dallas
Stars, L.P., et al. Joint Prepackaged Plan of Reorganization (C
hapter 11, District
of Delaw
are)Financial A
dvisor to Tort Claim
ants of Dow
Corning (C
hapter 11, District of
Michigan)
Chapter 7 Trustee and form
er Chapter 11 Trustee
of Edison Brothers Stores, Inc.
(Chapter 11 &
7, District of D
elaware)
Chairm
an, Director and C
hief Restructuring O
fficerofElite Model
Managem
ent Corporation (C
hapter 11, Southern District of N
ew
York)
Independent Directorof First R
epublic Realty G
roup, LLC (C
hapter 11, Southern D
istrict of New
York)
Creditors’ R
epresentative under Plan of Liquidation of Grace
Industries, Inc. (Chapter 11, Eastern D
istrict of New
York) and
former C
reditors’ Com
mittee Financial A
dvisorC
hapter7 Trustee and former C
hapter 11 Trusteeof Island M
ortgage Netw
ork and A
ppOnLine.com
Inc (alleged fraud and mortgage funding irregularities,
Eastern District of N
ew Y
ork) D
irector and Chairm
an of the Board (and form
erly Chairm
an of Audit
Com
mittee) ofM
alden Mills Industries, Inc.
Director of M
otorsLiquidation Com
pany f/k/a General M
otors C
orporation (Chapter 11, Southern D
istrict of New
York)
Financial Advisor to U
nofficial Com
mittee of C
reditors of Rem
o Drug
Corporation (N
ew Y
ork)
3
Trustee and Disbursing A
gent of RESM
AE M
ortgage Corporation Liquidating
Trust (District of D
elaware)
Manager of Sharp Liquidating LLC
and former C
hapter 11 Trusteeof Sharp
International Corp (alleged accounting fraud, Eastern D
istrict of New
York)
Director and chairm
an of the audit comm
ittee ofSinger, Inc.President, Plan A
dministrator and Litigation Trust Trustee of T&
W Financial
Services (a liquidating Tacoma based leasing com
pany)Plan A
dministrator, D
isbursing Agent and sole m
ember of D
ebtor’s post-effectivedate m
anagement pursuant to Texas R
angers Baseball Partners’ Fourth A
mended
Plan of Reorganization (C
hapter 11, Northern D
istrict of Texas Fort Worth
Division)
Chief Executive O
fficer of VELO
Holdings Inc.and pre effective date C
hiefR
estructuring Officer (C
hapter 11, Southern District of N
ew Y
ork)C
o-Chairm
an and Co-C
hief Executive Officer
of West C
oast Entertainment, Inc.
(managing sale of stores and w
ind-down)
Litigation support advisor and expert witness regarding the term
inated merger
agreement betw
een two m
ajor utility companies (N
ew Y
ork)Litigation support advisor regarding purchase price dispute betw
een two m
ajorutility com
panies (Pennsylvania)
PRO
FESSIO
NA
L A
FFILIA
TIO
NS A
ND
LIC
EN
SES
Am
erican Bankruptcy Institute, form
er mem
ber of Board of D
irectors and various com
mittees
Am
erican Institute of Certified Public A
ccountants; Certified Public A
ccountantA
ssociation of Certified Fraud Exam
iners; Certified Fraud Exam
iner A
ssociation of Insolvency and Restructuring A
dvisors, former m
ember of B
oard of D
irectors; Certified Insolvency and R
estructuring Advisor
Mem
ber of the Mediation Panel for the B
ankruptcy Court of the Southern D
istrict of New
Y
orkN
ew Y
ork State Society of Certified Public A
ccountants, former m
ember of Insolvency
and Bankruptcy Procedures C
omm
ittee
ED
UC
AT
ION
Kellogg (N
orthwestern U
niversity), Executive Program, 1991
New
York U
niversity, Master of B
usiness Adm
inistration, Finance, 1981 W
harton School of Finance and Com
merce of the U
niversity of Pennsylvania,B
achelor of Science, Economics, 1970
EX
HIB
IT
Vid
a Cap
ital, Inc. (to
geth
er with
its affiliates, “Vid
a”) was fo
unded
in 2
00
9 b
y Jeff S
erra
and A
ustin
Ven
tures, a p
rom
inen
t ven
ture cap
ital firm b
ased in
Austin
, Tex
as. Vid
a is a hig
hly
respected
in
stitutio
nal
asset m
anag
er fo
cused
ex
clusiv
ely
on
p
rov
idin
g
lon
gev
ity-co
ntin
gen
t
inv
estmen
t solu
tion
s to in
stitutio
ns an
d in
div
idu
al inv
estors. V
ida sp
ecializes in th
e structu
ring,
servicin
g, fin
ancin
g an
d m
anag
emen
t of life settlem
ents.
Th
rou
gh
tw
o
of
its w
ho
lly
ow
ned
su
bsid
iaries, V
ida
is both
an
S
EC
R
egistered
Inv
estmen
t A
dv
isor
and
a
leadin
g L
ife S
ettlemen
t P
rov
ider.
Offerin
g a
vertically
in
tegrated
platfo
rm w
ith in
ternal o
rigin
ation, d
iligen
ce, servicin
g, an
d trad
ing cap
abilities, V
ida h
as a staff
of 3
5 em
plo
yees w
ith sig
nifican
t exp
erience in
longev
ity assets. V
ida cu
rrently
man
ages b
oth
open
-ended
hed
ge fu
nd
and clo
sed-en
d p
rivate eq
uity
structu
red in
vestm
ent so
lutio
ns, in
clud
ing
besp
oke
separate
accou
nt
structu
res. V
ida
sits o
n th
e b
oard
s o
f th
e In
stitutio
nal
Lon
gev
ity
Mark
ets Asso
ciation
(“ILM
A”) an
d th
e Life In
suran
ce Settlem
ent A
ssociatio
n (“L
ISA
”), and
is
the C
o-U
S C
hair o
f BV
ZL
(intern
ation
al trade asso
ciation
for life settlem
ents). B
iog
raph
ies for
Vid
a perso
nnel are attach
ed b
elow
.
As o
f Feb
ruary
28, 2
01
6, V
ida’s d
iscretionary
net assets u
nd
er man
agem
ent (in
vested
plu
s com
mitted
capital) to
taled m
ore th
an $
945 m
illion, w
ith m
ore th
an $
1.7
2 b
illion in
face
valu
e of life co
ntin
gen
t assets and m
ore th
an 1
300
lives.
In
2010
Vid
a acq
uired
M
agna
Life
Settlem
ents,
Inc.
(“Mag
na”)
a licen
sed
Life
Settlem
ent P
rovid
er which
has b
een activ
e in th
e life settlemen
t industry
since 2
004. M
agn
a was
the to
p-ran
ked
life settlemen
t pro
vid
er in 2
013 an
d 2
014 b
ased o
n th
e amount o
f capital sp
ent o
n
acquirin
g
policies
in
the
second
ary
mark
et. 1 A
life
settlemen
t p
rov
ider
is licen
sed
by
the
dep
artmen
t of in
suran
ce at the state in
suran
ce level, an
d, in
most states, is a req
uired
party
in
every
life settlemen
t transactio
n in
the seco
nd
ary m
arket. M
agn
a’s is com
mitted
to q
uality
du
e
dilig
ence, ex
perien
ced m
anag
emen
t and
stron
g fin
ancial b
ackin
g. M
agna’s staff h
as significan
t
exp
erience
in
life in
suran
ce, m
edical
un
derw
riting,
claims,
actuarial
services
and
fin
ancial
mark
ets. Mag
na is licen
sed o
r able to
transact b
usin
ess in 3
7 states an
d th
e District o
f Co
lum
bia,
coverin
g m
ore th
an 9
0%
of th
e U.S
. populatio
n. 2 M
agn
a is licensed
in th
e District o
f Co
lum
bia
and th
e follo
win
g states: A
L, A
R, A
Z, C
A, C
O, C
T, D
E, F
L, G
A, IL
, IN, IA
, KS
, KY
, LA
, MD
,
MA
, MI, M
N, M
S, M
O, N
J, NM
, NY
, NC
, OH
, OR
, PA
, SC
, SD
, TN
, TX
, UT
, VA
, WA
, WI
and W
Y.
Presen
tly, at least 4
2 o
ut o
f the 5
0 states n
ow
regulate life settlem
ent tran
saction
s, 3 and
New
York
, Flo
rida, T
exas, N
ew Jersey
and C
aliforn
ia all hav
e regulatio
ns th
at require a licen
sed
entity
to p
erform
trackin
g activ
ities. Based
on
Vid
a’s review
of certain
of th
e Deb
tors’ reco
rds,
these fiv
e states represen
t a majo
rity o
f the in
sured
s cov
ered b
y th
e Po
licies, and
as set forth
above, M
agna is licen
sed in
each o
f these states.
Vid
a has also
successfu
lly tran
sacted o
n p
ortfo
lios in
ban
kru
ptcy
. For ex
ample, V
ida
pu
rchased
the U
niv
ersal Settlem
ents In
ternatio
nal In
c. po
rtfolio
ou
t of C
anad
ian receiv
ership
1 The D
eal’s 20
15
& 2
01
4 A
nn
ual M
arket S
urv
eys.
2 U.S
. Cen
sus B
ureau
, 20
13
.3 L
ife Insu
rance S
ettlem
ent A
ssociatio
n, 2
01
4.
thro
ugh an
auctio
n p
rocess m
anag
ed b
y E
rnst &
Young, an
d p
urch
ased a su
bstan
tial portio
n o
f
the A
&O
Reso
urces p
ortfo
lio fro
m its C
hap
ter 11 tru
stee. See generally In re Life Fund 5.1, LLC
, et al., Case N
o. 0
9-3
2672 (B
ank
r. N.D
. Ill.), Dock
et Nos. 6
70, 7
03.
EX
HIB
IT
MICHAEL A. MCCONNELLPartner
Fort Worth
BIOGRAPH
Y
AFFILIATION
S AND
HO
NO
RS
The Best Lawyers in Am
erica®.
Thomson Reuters
Texas Monthly
Fort Worth, Texas
EDUCATIO
N
ADM
ISSION
S
SPEECHES &
PUBLICATION
S
EX
HIB
IT
Eleanor
Kitzm
an,Chair
EleanorK
itzman
isan
insurance/reinsurancelaw
,regulationand
operationsconsultantbased
inC
olumbia,South
Carolina.She
beganherprofessionalcareeras
anassociate
attorneyw
ithA
kin,G
ump,
Strauss,H
auer&
Feldin
Austin,
Texas,and
thenspent
severalyears
working
inthe
insuranceindustry
beforem
ovingto
SouthC
arolinain
1999w
hereshe
foundedD
river’sC
hoiceInsurance
Services,LLC
.She
was
appointedD
irectorof
Insuranceby
thengovernor
Mark
Sanfordin
2004.Eleanor
alsoserved
asExecutive
Director
ofthe
SouthC
arolinaB
udgetC
ontrolBoard
in2011.
Ms.
Kitzm
anreturned
toTexas
andw
asappointed
bythen
governorR
ickPerry
asTexas
InsuranceC
omm
issioner.In
between
herstintsin
publicservice,Eleanor
worked
forG
oldman
Sachsand
StarrC
ompanies
inN
ewY
ork.Eleanor
nowm
aintainsa
diversepractice
advisinginsurance
andinsurance-related
entitiesas
aconsultant,expert
witness
andm
ediator.Eleanor
serveson
theboard
ofFLA
SH(FederalA
lliancefor
SafeH
omes),the
country’sleading
non-profitconsum
eradvocate
forstrengthening
homes
andsafeguarding
families
fromnatural
andm
an-made
disasters.Eleanorreceived
herbachelor’sdegree
fromthe
University
ofHouston
andherlaw
degreefrom
SouthTexas
College
ofLaw
.She
islicensed
topractice
lawin
Texasand
SouthC
arolinaand
isalicensed
insuranceagentin
SouthC
arolina.
PhilipR
.Loy
PhilipR
.Loyprovides
independentconsultingand
advisoryservices
toinvestors,providers
andotherparticipants
inlife
settlements
andviaticalsettlem
ents.M
r.Loyhas
worked
inthe
lifeand
viaticalsettlem
entsindustry
forover
twenty
yearsand
inthe
insuranceindustry
forthirty
years.M
r.Loyfounded
Am
ericanV
iaticalServices,LLC,w
hichhe
ledfor
22years
andbuilt
intoa
leadinglife
underwriterand
provideroflifeexpectancy
reportstothe
industry.
Priorto
AV
S,Mr.Loy
servedas
aproperty,casualty,life
andhealth
agentfor
W.S.Pharr
&C
ompany,and
was
theow
nerof
Davis
&Loy
Insurancein
Atlanta,G
A.M
r.Loy
beganhis
careerinthe
insuranceindustry
asVice
PresidentofSalesatHaas
&D
oddInsurance
Inc.Before
enteringthe
insuranceindustry,Loy
worked
inresearch
andsales
ofanalyticalinstrum
entationforbiochem
istryand
biophysicsatvarious
companies
includingThe
Hew
lett-PackardC
ompany,
Thermo-Finnigan
LLC,and
Hoffm
ann-LaR
oche,Inc.
Mr.Loy
hasserved
onthe
Board
ofD
irectorsof
theN
ationalViaticalA
ssociation,andis
thefounderofthe
LifeExpectancy
ProviderGroup.H
ecurrently
servesonthe
Board
ofDirectorsof
theLife
InsuranceSettlem
entA
ssociationand
providesindependent
advisoryservices
toB
erkshireSettlem
ents,Inc.,aleading
lifesettlem
entsprovider.
He
alsoserves
onthe
Board
ofD
irectorsthecharitable
Berkshire
Foundation,Inc.
Mr.Loy
Mr.Loy
hasa
Master’s
Degree
inbiophysics
fromthe
University
ofHouston.
He
hasthree
daughtersand
sixgrandchildren
inA
tlanta,Georgia.W
henhe
isnoton
hisfarm
inN
orthC
arolina,heisstudying
renewable
energyand
collectingA
sianand
Easternart.
RobertV
owler
Mr.V
owlerhad
a27-yearcareerw
iththe
Hershey
Trust,thelasttw
elveyears
asPresidentand
CEO
.Priortobeing
named
CEO
,heheld
theposition
ofChiefFinancialO
fficeroftheTrustfor
10years.
At
Hershey,
Mr.
Vow
leroversaw
$10billion
ininvestm
ents,including
acontrol
positionin
aFortune
500com
pany.The
Trustalso
helda
largeportfolio
ofdiversified
investments,including
alternatives.M
r.Vow
leralso
servedas
Chairm
anand
Presidentofthe
M.S.H
ersheyFoundation
anda
directoroftheH
ersheyTrust,the
M.S.H
ersheyFoundation,and
theH
ersheyEntertainm
entandR
esortsCom
pany.
Mr.V
owlerbegan
hiscareeras
aC
ertifiedPublic
Accountantand
isa
mem
beroftheA
merican
andPennsylvania
Institutesof
Certified
PublicA
ccountants.He
hasextensive
experienceas
anexpert
witness
inm
attersof
investment,
investment
managem
entand
investment
governance.C
urrentlyhe
isan
advisortoinstitutionaland
family-office
investorsand
serveson
theB
usinessA
dvisoryB
oardof
BroadR
iverA
ssetM
anagement,
L.P.H
eis
agraduate
ofthe
Advanced
Managem
entProgramofthe
Wharton
School.
Bettina
M.W
hyteB
ettinaM
Whyte
isa
nationallyrecognized
leaderinthe
financialimprovem
entandoperational
restructuringindustry
andon
matters
relatedto
corporategovernance.
At
Bettina
Whyte
Consultants,she
isfocused
onadvising
corporateboards
andm
anagementon
bestpracticesand
corporategovernance
matters.She
hasalsobeen
engagedto
mediate
numerousm
attersinvolvinghighly
complex
financialissues.
Before
startingB
ettinaW
hyteC
onsultantsin
2015,Ms.W
hytew
asa
Managing
Director
andSenior
Adviser
with
Alvarez
&M
arsal,a
globalprofessional
servicesfirm
specializingin
performance
improvem
ent,businessadvisory
servicesand
interimm
anagementin
restructuringsituations.U
ntilO
ctoberof
2007,she
was
aM
anagingD
irectorand
theH
eadof
theSpecial
SituationsG
roupatM
BIA
InsuranceC
orporation,aN
YSE
company.From
1997to
2005,Ms.
Whyte
was
aM
anagingD
irectorof
AlixPartners.D
uringher
career,shehas
alsoserved
asan
interimC
EO,C
OO
andC
hiefRestructuring
Officerofnum
erousFortune
1000public
companies
ina
broadrange
ofindustries.
Ms.W
hyteserveson
theboardsofdirectorsofA
GL
Resources(N
YSE),W
estrock(N
YSE),
andA
merisure
Insurance,a
mutual
insurancecom
pany.M
s.W
hytealso
servedon
theboard
ofA
nnie’sH
omegrow
n(N
YSE)untilO
ctober,2014,where
shehelped
guidethe
company
throughits
highlysuccessful
IPOand
ultimate
saleto
General
Mills.
Sheis
alsoon
theB
usinessA
dvisoryB
oardof
SoleraC
apital,a
privateequity
firm,
andis
Vice
Chair
ofthe
Board
ofTrusteesofthe
NationalM
useumofW
ildlifeA
rtoftheU
nitedStates.
Ms.W
hytehasa
B.S.in
IndustrialEconomicsfrom
PurdueU
niversity,where
shew
asaPhiB
etaK
appa,and
anM
BA
fromthe
Kellogg
Schoolof
Managem
entat
Northw
esternU
niversity,w
hereshe
wasthe
Cunningham
Scholar.
*Nate
Evans
*M
r.Nate
Evanswillnotbe
am
emberofthe
Advisory
Board.
He
willbe
anobserver.
Mr.N
ateEvansservesasthe
ChiefExecutive
Officerand
PresidentofMaple
LifeFinancialInc.,
MLF
LexServ,LLC,and
Maple
LifeA
nalytics,LLC.
Underhis
leadershipallthree
companies
havegrow
nfrom
asm
allverticallyintegrated
company
toone
ofthelargestand
mostrespected
enterprisesin
thesettlem
entindustry,
comprising
providerservices,
assetservicing,
actuarialconsulting
andresearch.
Mr.Evans
hasover
25years
ofm
anagement
experiencein
thelife
insuranceindustry.
Beginning
hiscareeratA
llstateFinancialw
herehe
helda
varietyofleadership
positionsover14
years.Im
mediately
priorto
joiningM
apleLife,
Mr.
Evansserved
asV
icePresident
ofZeB
U/Integrated
InsuranceTechnologies,w
herehe
ledsales,m
arketingand
consultingservices
tothe
largestUS
lifeinsurance
companies.
He
servesas
thePresidentofthe
Board
ofDirectors
atLife
InsuranceSettlem
entAssociation
(LISA)
andsits
onthe
boardof
TheLife
Settlement
Institute(LSI).
Mr.Evansisa
graduateofTrinity
College.
EX
HIB
IT
VariousService
Providers
Role
IdentityFractionalInterestA
dministrator
Archw
ayFinance
andO
perationsTrustU
nitsAdm
inistratorA
rchway
Financeand
Operations
Custodian
TVPX
LifeSettlem
entServicesEscrow
Agent
TVPX
LifeSettlem
entServicesPolicy
ServicerM
LFLexServ,L.P.
Archw
ayFinance
andO
perationsA
rchway
Financeand
Operations
(AFO
)isan
independentfundadm
inistratorfosteringa
culturew
hereaccuracy
andconfidentiality
aresacred
principles.A
FOprovides
afull
suiteof
administration
optionsfor
theaccounting
andinvestm
entoperationsof
Hedge
Funds,Fundof
Funds,PrivateEquity
Funds,Managed
Account
Managers
andPrivate
Banks.
AFO
hasm
orethan
$26billion
inassets
underadm
inistration(A
UA
).A
FOfund
administration
servicesare
SOC
ITypeII
compliantw
iththe
Statementon
Standardsfor
Attestation
Engagements
(SSAE
16).Archw
ayTechnology
Partners,LLC(A
rchway)
isa
software
andservice
company
whose
comprehensive
productsuite
supportsthe
accounting,investm
entm
anagement
andreporting
functionsfor
SingleFam
ilyO
ffices,Multi-Fam
ilyO
ffices,PrivateB
anks,InvestmentA
dvisorsand
Hedge
Funds.A
rchway’s
proprietarytechnology,
ATW
eb,is
anenterprise
grade,w
eb-deployed
applicationthatenables
clientsto
dramatically
simplify
operations,managem
entandreporting
througha
single,integratedplatform
.A
rchway
hasm
orethan
$220billion
inassetson
theA
TWeb
platform.
AFO
combines
thetechnical
expertiseof
ATW
eb,Archw
ay’sflagship
platform,w
ithitsindustry
knowledge
andaccounting
expertiseto
seamlessly
helpfirm
sruntheir
backoffice
processes.Archw
ay’sprim
arydata
centerforcolocationservices
islocated
ataSO
C2
compliantfacility
(fullauditavailableforreview
),basedin
Indianapolis,IN(U
SA)and
staffedw
ithonsite
engineersand
securitystaff
24/7/365.A
dditionally,a
secondarydata
centerfor
disasterrecoveryis
locatedatanotherSO
C2
compliantfacility
(fullauditavailableforreview
),based
inLouisville,
KY
(USA
),and
alsostaffed
with
onsiteengineers
andsecurity
staff24/7/365.
AFO
andA
rchway
donot
haveany
comm
ercialrelationship
with
Transparencyor
Transparency’saffiliates.
TV
PXL
ifeSettlem
entServicesTV
PXLife
Settlement
Servicesoperates
underthe
TVPX
umbrella
ofaffiliated
companies.
TVPX
1031Exchange
Com
pany,isthe
leadingprovider
ofqualified
intermediary
servicesfortax-deferred
1031like-kind
exchangesforaircraft.
TVPX
TrustServices,formed
in2014,
hasbecom
eone
ofthe
leadingproviders
oftrust
andother
fiduciaryservices
tothe
aviationm
arket.In
early2016,TV
PXexpanded
intoLife
Settlements
byestablishing
TVPX
LifeSettlem
entServices
(“TVPX
LSS”).TV
PXLSS
isa
boutiqueservicer
thatprovides
ahighly
customized
collectionof
fiduciary,securitiesinterm
ediaryand
payment
servicesto
theLife
Settlementm
arketplace.The
TVPX
LSSteam
isthe
mostexperienced
inthe
industryw
ithover50
yearsofcom
binedexperience
inlife
settlements
duringw
hichtim
ethe
TVPX
LSSteam
hashandled
escrow,
custodialand
securitiesinterm
ediarytransactions
involvingover
5,000settled
policies.TV
PXdoes
nothave
anycom
mercial
relationshipw
ithTransparency
orTransparency’saffiliates.
ML
FL
exServ,L.P.
MLF
LexServ,L.P.("LexServ")is
thelargest
independentportfolio
servicerin
thesecondary
insurancem
arketand
isw
idelyregarded
asthe
bestin
class.The
firmis
owned
byC
antorFitzgerald
andR
eservoirC
apitalG
roup.In
anindustry
ofapproxim
ately$85
billionof
faceam
ount,M
LFclients
representlife
settlement
assetsin
excessof
$50billion.
Typicallife
settlement
servicersextend
lessthan
$5m
illionof
errorsand
omissions
insuranceto
clients,w
hileLexServ
maintains
$40m
illionof
suchcoverage.
LexServhas
always
beenat
theforefront
ofoperational
compliance
andcontrol.
LexServw
asone
ofonly
two
serviceorganizationsto
receivea
rankingfrom
S&P
in2005.In
addition,LexServhascom
pletedSSA
E-16
TypeII
Operational
Control
auditsw
ithexternal
auditfirm
sannually
since2012.