Page 218 - Brook-Hollow Due Diligence Package

Attachment Number One professional investment manager or custodian to professionally manage an
Kenmare Assignment Company Limited
Investment Performance Measurement Standard 2020XX0XXX
Effective September 1, 2020
I. This investment performance measurement standard is an objective means for measuring
the investment performance of a professionally managed investment portfolio according
to the parameters set forth herein. The specific parameters are contained in and set forth
with specificity in the investment policy, which is appended hereto as Addendum
Number One.
II. The “beginning fund measurement value” is the dollar amount set forth in section 2.2 of
the Fund Agreement to which this Standard is a part, and in the event the future payment
obligation(s) referred to in Section 2.1 are assigned to Kenmare Assignment Company
Limited, then such amount shall be, for beginning fund measurement purposes, adjusted
to reflect any and all charges, expenses or commissions provided for explicitly in
Addendum No. 3 of the Assignment Agreement (i.e., the “applicable adjustment amount”
therein referenced) effectuating such an assignment.
III. The “fund measurement value” is that amount that a professionally managed investment
fund comprised of the assets allowed for in and managed in conformity with the
investment policy, attached hereto as Addendum Number One, would be valued at on any
specific date. The amount of each periodic payment provided for in section 2.1 of the
Fund Agreement is based upon the fund measurement value.
IV. The “fund measurement value” shall be calculated as follows:
a. The initial fund measurement value shall equal the “beginning fund measurement
value.”
b. The fund measurement value shall be increased and decreased (valued at close of
market price on the date of measurement for publicly traded investments or
investments for which publicly published prices exist) periodically pursuant to
performance of an individual investment vehicle or pool of investment vehicles
that would comprise an account invested pursuant to the investment guidelines set
forth in Addendum Number One hereto (the Investment Policy) and additionally
as if such investment or pool of investments was invested by and professionally
managed by the investment manager referenced in the investment policy
contained in Addendum Number One or an investment manager with substantially
similar skills, experience and expertise.
c. The fund measurement value shall be decreased by the following expenses, which
shall be calculated as if they were deducted from the fund measurement value on
a monthly basis:
i. Any custodian fee(s), investment management or investment manager
fees, and/or direct trading expenses that would be incurred by a
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investment portfolio in a manner to conform with the investment policy
set forth in Addendum Number One,
ii. The Kenmare Assignment Company Limited account management fee
(provided for in Addendum No. 3 of the Assignment Agreement if
applicable), if any,
iii. Any mandatory income tax withholdings, foreseen or unforeseen, required
under any Tax Treaty between the U.S. and any foreign government that is
applicable as a result of a professional money manager complying with the
Investment Policy Statement incorporated herein or due to the situs of
Kenmare Assignment Company Limited, or due to a change in an
applicable Tax Treaty subsequent to the effective date of this Standard,
and
iv. Any other fee or fees, foreseen or unforeseen, that is or are reasonably
incurred to prudently manage a portfolio in conformity with the provisions
of the investment policy set forth in Addendum Number One hereto.
d. The fund measurement value shall be decreased by the amount of any periodic
payment made to a payee (or payee’s beneficiary) pursuant to the Fund
Agreement.
e. The fund measurement value shall be a cumulative measurement value. Expenses
referenced in Paragraph IV(c) and Payments referenced in Paragraph IV(d) are
cumulatively incorporated into the calculation of the fund measurement value.
f. All Expenses and Fees listed in Paragraph C above shall be commercially
reasonable and,
i. Such amounts may increase or decrease from time to time,
ii. To the extent reasonably and commercially possible, such fees shall not be
greater than such an entity of similar skill, experience and expertise would
charge for identical or similar services and charged to a similar customer
in the ordinary course of business.
No Payee of any periodic payment provided for in this agreement:
A. has any ownership interest in any investments, assets or funds of any sort or kind
referred to herein. Any and all references to investments, assets and/or funds are
provided only for the purpose of measuring the amount of any such periodic
payments.
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