Page 10 - Brook-Hollow Due Diligence Package

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KE NMA RE CU S T OD IA L A C C O U NT
A G REE ME NT
Eastern Point Trust Company (“Eastern Point”) is a key partner with Kenmare. The Investment Agency Agreement
documents the terms of service between Kenmare and its custodian, Eastern Point.
The assets backing the future payment obligations of Kenmare are held primarily with Eastern Point (www.
easternpointtrust.com), a multi-state non-depository trust company and custodian. Kenmare funds held in the
custody account at Eastern Point are not commingled with any other funds. Those funds are legally separate from
any other assets held by Eastern Point for, or on behalf of, anyone, or any other entity. Those funds are not subject to
any claims against Eastern Point, nor are the assets subject to claim by Eastern Point creditors. By virtue of Eastern
Point being a multi-state non-depository trust company, any assets held in custody by Eastern Point are not reachable
under any action against Eastern Point, except by the party for whom Eastern Point is holding those assets.
For the deferring attorney/payee’s protection, any distributions require the approval of both a designated Centralis
employee and a designated Kenmare official and can only be executed per the direction of the Non Qualified
Assignment and Release Agreement (discussed below).
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S U BS TITU TI O N A G REE ME NT
The Substitution Agreement is an agreement between Kenmare and its asset custodian. JPMorgan and Eastern
Point Trust Company are the primary custodians of Kenmare’s assets, and those assets are invested according to
an Investment Policy Statement. The Substitution Agreement ensures that in the unlikely event of an insolvency
by Kenmare, the asset custodian assumes the obligation to continue making the future payments to the deferring
attorney/payee. Note that the deferring attorney/payee acknowledges this Agreement and its terms at its execution.
An insolvency event is defined in the Substitution Agreement as follows:
Insolvency Event means in respect of Kenmare, that Kenmare is unable to pay its debts as they fall due or
becomes insolvent or an order is made or a resolution is passed for the liquidation, winding-up or dissolution of
Kenmare (other than for the purposes of a solvent amalgamation or reconstruction ) or a liquidator, examiner
or trustee or similar officer is appointed over all or any substantial part of the assets of Kenmare or Kenmare
enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the
foregoing occurs in any applicable jurisdiction.
In the event of an insolvency, the asset custodian will directly pay the attorney/payee, in substitution for its payment
obligation to Kenmare.
This Substitution Agreement adds an extra layer of protection for the attorney.
SAMP LE KE NMA RE I N D IVID U A L A C C O U NT
I NV ES T ME NT S T A T E ME NT
Every Kenmare client is provided with an account statement on a quarterly basis by mail or email. These statements
show the current values of the investments that KACL made to provide for its payment obligations.
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C E NT R A LIS S ER VI C ES A G REE ME NT
Centralis is the service provider contracted by Kenmare to manage and perform the operations of Kenmare.
Centralis Group is a market-leading outsourced corporate service provider. Founded in 2006, Centralis is
headquartered in Luxembourg with offices in Hungary, Ireland, Romania, Switzerland and the Netherlands.
The Centralis Service Agreement highlights some of the additional asset protections built into the deferral process,
highlighted below.
Should there be a loss by Kenmare due to fraud committed by Centralis or a servant, agent or employee thereof, then
Centralis is 100% liable for that loss. Section 11.1 of the Services Agreement provides:
Centralis shall only be liable for losses and/or damages suffered by the Company (Kenmare) and expenses
incurred by the Company resulting directly from:
(a) fraud and/or gross negligence on the part of Centralis, its servants, agents or employees in the performance
and/or exercise by Centralis of its duties and responsibilities under this Agreement;
B YRN E W A LL A C E , P R OFILE FOR 08
J OS EP H GA VI N
ByrneWallace is one of Ireland’s largest law firms with a team of nearly 300 professionals which includes 45 highly
experienced partners. ByrneWallace is the first and only large Irish law firm certified with ISO 27001 by Certification
Europe in Ireland - the internationally recognised standard for information security management.
Joseph Gavin: With more than 30 years’ financial services experience in Ireland, Europe and the United States,
Joe advises clients on a broad range of regulatory and compliance issues which may affect their business. His
expertise ranges from setting up funds to debt structures, advising on creditors’ rights to coordinating high court
applications, structuring to restructurings and enforcements including liquidations.