Updated August 9, 2016

Next Investor Conference Call

The Committee will be hosting its next investor webinar on Tuesday, August 16th, at 2:00 p.m. CDT. You must register for the conference in order to attend. To register, please visit: https://attendee.gotowebinar.com/register/2768637725468215555. After registering, you will receive a confirmation email explaining how to join the conference webinar. If you have questions or issues that you would like addressed on the call, please send us an email.

The Committee

The Official Committee of Unsecured Creditors (“Committee”) has created this website as a means of communicating with holders of fractional interests in life settlements provided by Life Partners, Inc. (“LPI”), which is a subsidiary of Life Partners Holdings, Inc. (“LPHI”) collectively (“Life Partners”). This website has become necessary because thousands of interested parties have contacted members of the Committee. Many of these inquiries and suggestions run along similar lines, such that the information provided through this website may prove helpful.

The Bankruptcy Plans

The Bankruptcy Plan proposed by the Ch. 11 Trustee and the Committee, as well as the competing plan proposed by Transparency Alliance, have been sent to investors.

The Court has recently extended the response date to August 23 for both plans.

The Court has also set aside the entire week of August 29 for the confirmation hearing.

Investors may have seen dueling presentations concerning the plans. An investor should, first and foremost, read the documents that the Court approved. These documents are posted at the bottom of this website.

In particular, investors should look at the Trustee/Committee Exhibit C and Exhibit D.

Investors should compare Transparency Exhibit 4.

Transparency has provided a further chart that is not court-approved. The Committee believes that chart is misleading. The Committee has sent a letter on this – Committee Letter. The Committee has created a slide presentation on this too – Committee Slide Presentation re Transparency Chart. Please email us with feedback on the letter and the presentation.

The plan proponents have agreed to a comparison document, which is being sent to investors along with a preference form for investors who have voted in favor of both plans – LP Investor Package 081216.

Both Plans fix the problem of premium shortfalls by changing the fractional model. Currently, the investments are structured as individual fractional interests:
plan outline

When policies failed to mature as projected, some investors became unable to continue to support premium payments. A program of resales of interests was initiated, but that program was failing at about the same time as the bankruptcy proceedings started a year-and-a-half ago. The result was that policies were at a risk of lapsing:
plan outline

In addition, Life Partners sold fractional investments without complying with the securities laws. As a result, investors became entitled to demand a rescission of their investments. But, some investors wanted to keep their fractional interests, some wanted to restructure the interests as a pool, and some wanted to rescind and sue the brokers (“licensees”) who got them into the investment:
plan outline

The Bankruptcy Plan has a solution that addresses both of these two issues. It provides investors with three options that can be selected using the election form that is being mailed out:
plan outline

The choices for direct interest holders and IRA holders are different. This is because the Tax Code states that one may not “invest in life insurance” through an IRA. 26 U.S.C. § 408(a)(3) (the Disclosure Statement in the mail package has more information about tax issues). If you question this, look at what Transparency also says about participants in Transparency’s IRA Note option: “Class B3 Note Holders will be obligated to pay premiums and expenses allocable to the Fractional Interests securing the Class B3 Note. Thus, despite their form, there is significant risk that the Class B3 Notes likely would be treated as equity for federal tax purposes and the Class B3 Note Holders likely would be viewed as investing in life insurance by virtue of holding Class B3 Notes, resulting in disqualification of the Class B3 Note Holder’s IRA. Transparency Disclosure Statement § 24.03 (B)(2)(a). Here is a chart of the elections under the Trustee’s plan:
plan outline


Investors have asked many questions that have led to the development of the following content.

I. Does the Pool Contain Policies Like Mine?

A key issue for those considering whether to join a pool is whether their policy is much like the others. Many investors have been told that they invested in a particularly great policy. In fact, the policies are much more alike than different, such that the Committee does not believe that this is a reason to not join the pool. Also, consider that the pool will, of course, have interests in the very same policies, and so it will perform essentially the same as the interests held fractionally.

Here is some information about the entire Life Partners portfolio as it stood on December 1, 2015:

Over $2 billion of the $2.3 billion in policies are life settlements:

Most newer policies still had escrowed premium dollars, and most older policies had built up internal reserves:

The average life settlement female insured was 88, and the average male was 86.

Nearly all viatical insureds were male, and their average age was 54.

II. How Much Longer will the Life Settlements Take to Mature?

Many investors are still under the false impression that their insured is more likely than not going to die very soon.

In fact, few life settlements matured before the bankruptcy took place: see Life Settlement Maturity Chart.

This data has been analyzed by trained actuaries retained by both the Trustee and the Committee who have come to comparable conclusions: the actual work product of the Life Partners underwriters tracks closer to the mortality of a healthy population. Relative to the most recent tables published by the Society of Actuaries (2015 VBT), the life settlement males have matured at just over 1½ times the average rate, and females have matured at just under the expected rate. Applying a 160% modifier to the table for life settlement males results in the following chart of 2015 VBT - Males @ 160% mortality modifier Applying a 90% modifier to the table for life settlement females results in the following chart of 2015 VBT – Females @ 90% mortality modifier. Applying a 500% modifier to the table for viatical males results in the following chart of 2015 VBT - Males @ 500% mortality modifier.

III. What Should I Consider in Deciding Whether to Stay Fractional or Pool?

Since both the fractional investors and the pool will be investing in the same policies, an investor should not expect to out-perform the pool by staying fractional.

Rather, a big consideration is whether an investor wishes to have a predictable return. Betting on a single policy is a chancy thing. Some policies will likely mature in the first year, but other policies with the very same characteristics may not mature for twelve or more years. Betting on all of the policies will produce a more even return over the entire period, as opposed to a big win or a big loss.

Investors should also bear in mind that the single largest expense going forward will be premiums. Most investors should expect to pay premiums of, an average, 50% of the face amount of the policies on top of what they have paid so far. If this seems to be an extreme statement, an investor may wish to build a chart that takes into consideration the above mortality probabilities, and your particular premium projections. To obtain the premium projections, you may login to the LPI website at www.lpi-policies.com. If you would like to have a specific conversation about this, please do not hesitate to send us an email and let us know a number where you can be reached.

Many policies do not continue past a certain age (e.g., 100 or 95). A total loss will occur if a policy continues past the termination age. Investors should therefore also consider whether the policy may terminate before the insured passes away. Interested investors should check at www.lpi-policies.com to determine whether their policy has a fixed termination date.

Here are some additional considerations to keep in mind:

Option (1) – Retain an Individual Interest.
This option is designed to get as close to the original fractional model as possible. Only two essential modifications have been made: there is a charge for servicing, and there is a trust that has been established to pay the premiums of any defaulting investors in order to ensure policies remain funded.

  • If you proceed under Option 1, you must pay your premiums and any unpaid servicing fees. Otherwise, you will automatically default to Option 2.
  • If you default to Option 2 in the future, there is a 20% reduction in your sharing ratio in the pool. This is necessary in order to fairly treat investors who select Option 2 from the start – many of whom are necessarily contributing associated escrowed funds, excess premiums paid and/or cash surrender value.
  • This option therefore reflects the view that the investor electing Option 1 holds a better policy than the average policy. Unfortunately, this is hard to know. Life Partners did not regularly obtain updated life expectancy projections from reputable providers, nor did it even maintain current medical records on insureds. Likewise, Life Partners did not maintain portfolio-wide data on other policies for comparison purposes. Additionally, some insureds are not cooperating with present efforts to obtain updated medical information. The Committee would suggest that an investor considering Option 1 should carefully consider the above figures on probable maturities, and compare the projected premiums provided by LPI, and evaluate whether they wish to continue to make the “bet” described above.
  • There is a 3% of maturities servicing fee, which reflects broad acceptance of the fact that servicing will have to be paid for in the future. The amount was set at a minimum, and therefore, does not anticipate costs such as updated life expectancy ratings, premium optimization for policies with a lower face values, upgrades to the policy data to be provided to investors, or robust individual policy valuation analysis. The largest element of the servicing cost is the operation of a proprietary system called “Life Apps”, which presently keeps track of the tens of thousands of small transactions associated with the approximately one hundred thousand individual fractional positions. Providing Option 1 means that this system must continue to be maintained. Although overhead was reduced by 50% during the bankruptcy proceedings, the personnel needed to conduct and track billings through this system still cost about $2.5 million annually.
  • There is a 5% contribution to the Position Holder Trust, but investors making this required contribution will also receive a corresponding beneficial trust interest. This is because the Plan Proponents and the Plan Supporters ultimately agreed that the problem of the failure of some people to pay premiums – which can threaten an entire policy – had to be addressed. To solve this problem, when a person fails to make a required premium call, the trust makes that payment and the person defaults into the trust – thus protecting all other investors in the underlying policy.
  • The long-term solvency of the policies is also ensured by the Reserve Fund, which creates a delay in the payment of maturities in order to ensure overall solvency of the structure created by the Plan.
  • In order to comply with applicable law, IRA investors who wish to continue as individual note holders are required enter into notes that provide a fixed rate of return. IRA investors should carefully review the Disclosure Statement in this regard. Please note that Option 2 is projected to provide a better return than this fixed note option, see Exhibits to the Disclosure Statement. As a result, absent an affirmative selection, IRA investors will default to Option 2.
  • The Plan permits parties to privately sell fractional positions retained under Option 1.

Option (2) – Pool
This option is designed for those investors who do not wish to continue to pay premiums, but who believe that the LPI policies generally have value. Persons who select this option will contribute both their interests and their claims to this pool, and will receive units in the pool consistent with the face amount of their policy or note interest. As noted above, persons who later join the pool by default will receive a reduced sharing ratio.

  • This option most closely approximates a fund of policies, which has become the most common structure in the life settlement industry. It permits the investor to share in every maturity, and thus produces a steady income, meaning that an investor electing this Option over Option 1 is likely to begin receiving Distributions sooner (because there is no need to wait for the maturity of a specific policy), but may also take longer to receive all corresponding Distributions (because these would not be completed until the entire pool is liquidated. It also allows the operator of the pool to deduct premium payments from the maturity stream, so that investors are not required to continue to fund premium calls or fees. For policies owned entirely by the pool, it permits the operator to apply analytical tools to maximize the value of the pool, and to reduce administrative costs by eliminating the high-cost fractional billing structure.
  • The net return of a pool is the same as the net return that would have been produced by all of the fractional interests contributed to the pool. Many have suggested that a pool would produce an inferior return, but the pool is projected to produce the exact same return as a large investor who holds all of the fractional interests contributed to the pool
  • The above data and charts show that, by face amount, the overwhelming majority of the portfolio is comprised of life settlements, and that those life settlements have historically performed in a manner that suggests the insured population is relatively healthy, such that it is relatively likely that only 1 out of 20 policies will mature in the next year, and that it will take more than 20 years for all of the life settlements to mature. The viaticals, which represent a small fraction of the portfolio by face amount, are maturing in a manner that indicates that population is less healthy, but that population is also younger. Either way, the Committee believes that it is best to consider any particular fractional interest as having a small prospect of a short-term high return and a moderate prospect of having no present value. Pooling therefore represents a means of moderating the return and limiting downside risk. Short-term high returns will be captured early, moderately performing policies will provide the next level of return, and then analytical tools can be brought to bear to evaluate whether the remaining policies are likely to produce any further return. The pool will start with an across-the-board contribution of 5% from all policies, and will therefore have the same initial value as a 5% position in all of those policies put together. Over time, the pool is likely to hold more than three quarters of all positions and will therefore likely perform largely in line with projections for all policies as a whole. Obviously, the pool cannot perform better than the policies themselves.
  • For each individual, the potential returns are lower, but more stable and predictable. Those who choose Option 2 are trading a very volatile possible return, that could range from negative to quite high, for a less spectacular, but likely positive return.
  • The pool will be jointly managed with the interests that currently back the IRA notes and the assets of the pool will stand behind the new IRA notes. From the perspective of the participants in the pool, this provides a larger body of managed fractions, and thus added stability and predictability to both the holders of the notes and the pool.
  • The pool will also receive discounted fractional interests from any defaulting holder who initially selects Option 1. This is because of the penalty applied to the sharing ratio of a defaulting holder. In exchange, the pool provides the support of a large investor to the continuing holders to prevent unintended lapses and ensure that policies are held to maturity, except where the pool operator’s analytical work demonstrates that a policy should be lapsed (in which case the continuing holders make take over the policy if they truly wish to do so).
  • The participants in the pool will receive a secondary share of any litigation recoveries obtained by the work of the creditor’s trust established in Option 3.

Option (3) – Rescission.
This option is designed for parties who have a higher view of the potential for recovery through litigation, and a secondary view of the value of the policies. An investor who elects rescission contributes both their interests and their claims in exchange for a share of the creditor’s trust proportionate to their basis in the contributed interests. An investor who surrendered their interests before the Effective Date defaults into this option. An investor electing this Option will have an allowed claim that is somewhat less than the face amount of its claim under either Option 1 or Option 2, because Option 1 and Option 2 are elections to attempt to recover investment returns, whereas a rescission claim may be allowed under the Plan only to the extent of premiums and fees actually paid by the investor. The intended tradeoff, is that, because these rescission claims will receive proceeds from the Creditors Trust and its assets (including litigation claims held by Life Partners), rather than any policies, they may receive their distributions sooner than those electing Options 1 or 2, and have no risk or lapse, or of default or penalties under the Plan for nonpayment of premiums or fees.

  • Participants in this option receive a priority recovery from any litigation. This option is therefore beneficial to those who believe that the litigation claims have substantial value and are likely to produce a return sooner than the life settlements.
  • The LPI interests will be contributed to the Position Holder Trust.
  • The Position Holder Trust will contribute cash and/or financing over time to the Creditors’ Trust to fund the litigation costs and otherwise compensate the Creditors’ Trust. The manager of the Creditor’s Trust will have to exercise judgment in order to ensure that such investments in litigation produce an enhanced return for the participants.
  • This will somewhat offset the dilution that will occur from investors who surrendered their interests to LPI in the past and did not receive a material benefit from a resale. The inclusion of a Creditors' Trust provides a vehicle for the consolidation of all investor claims, which provides greater economies of scale and corresponding feasibility of asserting claims that would otherwise be impossible to assert. The existing litigation filed by the Ch. 11 Trustee will be transferred to the Creditor’s Trust. Additional potential claims are identified in the Disclosure Statement.

Option (4) – IRA Conversion.
This option applies only to IRA investors (current investors who hold their fractional positions – investments – through their individual retirement account). Election 4 essentially provides for IRA Holders to convert their investments to fractional positions held directly by the investor rather than through their IRA. Under the Plan, current IRA investors are generally entitled to make the same Election Options 1-3 as direct holders of fractional positions. However, the Plan also incorporates certain provisions to account for, and substantially preserve, the structure of investments made through individual retirement accounts. Accordingly, the Plan provides that an IRA investor who selects Option 1 will receive a new IRA Note that has a fixed rate of return and discounted principal amount that takes into consideration the probable performance of the collateral and the fixed nature of the return. Because this investment is not a qualified investment, IRA investors would not be able to choose Option 1 and continue to hold their investment through their same, existing IRA Note (as opposed to receiving a new IRA Note) inside of their IRA. However, under Option 4, an IRA investor can exchange their IRA Note for a direct, corresponding fractional position, as to which the investor can then make the same Election Options 1-3. Please note that a Qualified Plan Holder may NOT make Election 3 (rescission) with respect to same.

  • IRA Holders may, of course, also choose Option 2, which provides for the underlying fractional position to be pooled in the IRA Partnership rather than directly with the Position Holder Trust (with the Holder receiving a corresponding interest in the IRA Partnership, which partnership will have beneficial interests in the Position Holder Trust).
  • The conversion accomplished under Option 4 may result in tax consequences for some investors. You are encouraged to consult and rely upon your own tax counsel as to any such potential issues.

IV. Case Overview

LPHI filed bankruptcy in January, 2015. The Committee was appointed shortly thereafter by the United States Trustee (“UST”). The Committee is comprised of three policy investors.

During February, 2015, the Bankruptcy Court considered whether to appoint a Ch. 11 Trustee. A full evidentiary record was developed, and the Bankruptcy Court ultimately decided that a trustee was necessary for reasons that the Judge explained in open court – see Transcript.

In March, 2015, Tom Moran was appointed as the Ch. 11 Trustee (“Trustee”). Mr. Moran has been involved with servicing life settlements since 1999. More information is available concerning Mr. Moran on the website of his company, Asset Servicing Group.

During April, 2015, the Trustee conducted an investigation into Life Partners.

In May, 2015, the Trustee placed LPI into bankruptcy, and released a Declaration that presented the results of his initial investigation. Among the Trustee’s findings was that less than 100% of the investors were responding to premium calls, and that, as a result, many policies were at risk of lapse – see Initial Lapse/Grace Report.

In June, 2015, the Trustee received approval to alter the premium payment strategy from paying level premiums to paying the minimum cost of insurance. This strategy took advantage of the reserves that had accumulated within the policies, and provided premium relief to many investors. This strategy also avoids the loss of these accumulated cash reserves in the event of a maturity, and is the strategy followed by the overwhelming majority of participants in the life settlement industry.

In early July, 2015, the Trustee’s request for approval to borrow cash reserves in one policy to fund premiums in other policies. This request was made in order to preserve policies that could not be preserved by altering the premium strategy. The Trustee argued that LPI had the right to take this action in order to preserve the policies during the bankruptcy because LPI was recorded at the carrier as the owner of the policy, and thus had the right, under insurance law, to borrow from the cash reserves. Many investors objected, however, stating that this approach encroached upon their rights to individual beneficial ownership of particular policies. The Court tabled this so-called “ownership” dispute, ruling that the determination of this dispute would require a full adversary proceeding, which is a procedure comparable to a full federal lawsuit.

In July and August, 2015, the Trustee held meetings with industry participants and interested investor groups in an effort to formulate a strategy for preserving the policies and reorganizing Life Partners. The Committee first created this website at that time. The original home page detailed nature of the issues and the range of possible solutions.

In September, 2015, the Trustee, the Committee and certain investor groups (the “Plan Supporters”) announced an agreement to pursue a reorganization plan ("Plan") outlined in an agreed term sheet, and an agreement to utilize maturities, during the bankruptcy proceedings, to provide interim financing for premiums, operations, and the costs of documenting and obtaining approval of the proposed Plan. However, with regard to the merits of this Plan, the Committee entered into a quiet period due to the rules set forth in the Bankruptcy Code concerning the solicitation of a Plan. The Bankruptcy Code requires that interested parties be provided with a detailed disclosure statement approved by the Bankruptcy Court as containing "adequate information" in order to allow creditors to make an informed decision in voting on whether to accept or reject a proposed plan, and that must be sent along with a proposed plan. Efforts therefore turned to obtaining the agreed upon interim financing, and the preparation and presentation to the Bankruptcy Court of the proposed Plan and related disclosure statement.

In October, 2015, the Court granted interim financing. As a result of this financing and as a result of further premium optimization efforts, policies have been and continue to be preserved during these bankruptcy proceedings.

In November, 2015, efforts to convert the term sheet to a proposed reorganization plan commenced in earnest among the Trustee, the Committee and the Plan Supporters.

In December, 2015, an initial draft of the reorganization plan and accompanying disclosure statement were filed, but the documents lacked a number of essential exhibits. As a result, the Trustee passed an initial disclosure statement approval hearing. In January, 2016, additional exhibits were filed that provided financial information concerning the plan. However, there remained certain essential documents upon which agreement had not yet been reached among the Trustee, the Committee, and the Plan Supporters.

In February, 2016, a number of the remaining points of disagreement were resolved, but not all of the essential documents were tendered, and therefore the Trustee passed a rescheduled disclosure statement approval hearing.

In March, 2016, the final elements of the plan and disclosure statement documents, as well as certain solicitation materials, were presented for approval.

On April 18, 2016, the Court approved a disclosure statement for what is now the Trustee Plan, and approved certain content for this website, as well as updates as needed for this site. The approval of the disclosure statement was subject to the further approval of a class action settlement that is integrated with the plan.

At the April 18, 2016, hearing, certain parties again asked the Court to slow down the process, which the Court refused to do.

On May 19, 2016, the Bankruptcy Court granted the Trustee’s motion seeking leave to enter into the class settlement. On May 27, 2016, the District Court preliminarily approved the class action settlement.

On June 22, a third amended version of the Trustee Plan was filed that incorporated into it certain exit financing and servicing elements provided by Vida Capital, Inc. and/or its affiliates. This combination set aside the Vida plan.

On June 30, 2016, the Bankruptcy Court entered an order permitting solicitation of the Trustee Plan.

On July 8, 2016, the Court considered and approved in principle a disclosure statement for a competing plan tendered by Transparency Alliance.

On July 15, 2016, the Trustee Plan was sent to investors.

On July 22, 2016, the Transparency Plan was sent to investors.

Both plans are currently being solicited.

A confirmation hearing is set for August 29, 2016.


Many investors have asked other questions regarding Life Partners and their bankruptcy cases (such as policy status, CSV, etc.), which are addressed on this FAQ. Many investors have raised questions about the potential need to file proofs of claims, claim forms, and Life Partners' recent decision to schedule claims through their Notice of Filing of Amended Schedule F. This set of FAQs addresses these questions. In addition, the Committee has prepared a Claims Submission Video. If you have additional questions, you may send us an email, and we will attempt to address your question.

If you wish to apply any current maturities to pay premiums on other policies, you may do so using this Voluntary Instructions Form.

Other Resources

Trustee/Committee Plan Documents

All creditors and investors are being sent a plan package in the mail. The plan package will include ballots and election forms. If you wish to download the plan documents and a sample ballot and election form, you may use the following links:

Transparency Plan Documents

A second plan package is now being circulated by Transparency Alliance, LLC. This package will include a second set of ballots and election forms. If you wish to download the plan documents and a sample ballot and election form, you may use the following links:

The Committee does not favor the Transparency Plan. The Committee encourages all investors to read the Transparency Plan documents carefully. Key points that the Committee believes investors should look for are:
Who is Transparency? In the Plan documents, Transparency is described only as an “affiliate” of BroadRiver. Disclosure Statement § 102. So, this may require some investigation. In Court documents, Transparency stated that it purchased a claim in this case from Deborah and Paul Yandle, see Transparency Purchase of Claim Notice. On the Notice, Transparency lists its address as a suite in the Empire State Building that is the address of BroadRiver Asset Mangement, and it lists as the contact person the Chief Legal Officer of BroadRiver, Andrew Feldman, see “Team” on http://broadrivercap.com.

In other words, BroadRiver purchased a small claim to be able to present what they are calling the “Transparency” Plan.

BroadRiver’s Co-CEOs formerly ran the “longevity desk” at Goldman Sachs.

What does BroadRiver get out of the Plan? In the Plan, BroadRiver provides $62 million in “Exit Financing” to the pool, and recovers those funds plus $41 million in payments to BroadRiver, see page 3 of Exhibit 4.

The Plan projects a total payout from their pooled option of 19% of the expected payout (face amount) (for investors who have already paid in 60% of their expected payout, this is a return of about 30% of their money). These figures can be calculated from page 3 of their Exhibit 4, which states that Transparency expects that policies with a face amount of $1,500,304,000 will join the pool, and Transparency expects to pay out a net $297,627,000 to those investors.

The Plan projects a total payout for the average Continuing Fractional Interest Holder of 53% of the face amount, but only if a maturity takes place at year 7, see page 8 of Exhibit 4.Transparency projects that most policies will take longer than 7 years to mature. See Transparency Projected Total Maturities derived from Exhibit 4.

The Plan will charge Continuing Fractional Interest Holders approximately 3.1% of their face amount for the bankruptcy, see page 8 of Exhibit 4 (illustrating that a person with a $100,000 face amount will pay $3,108).

Participants in Transparency’s IRA Note option are being advised by Transparency: “Class B3 Note Holders will be obligated to pay premiums and expenses allocable to the Fractional Interests securing the Class B3 Note. Thus, despite their form, there is significant risk that the Class B3 Notes likely would be treated as equity for federal tax purposes and the Class B3 Note Holders likely would be viewed as investing in life insurance by virtue of holding Class B3 Notes, resulting in disqualification of the Class B3 Note Holder’s IRA. Transparency Disclosure Statement § 24.03 (B)(2)(a).

Who runs the show if the Transparency Plan is adopted?
The new trustee for the policies is “Transparency PRT Trustees LP”. See Exhibit 8 (Transparency’s proposed Trust Agreement § 6.1).

There is an “Advisory Board” but:
“The Policy Recovery Trustee will appoint the members of the Advisory Board.” (the list is just a “proposed” list) and
“The Advisory Board shall advise the Policy Recovery Trustee on its management of the Policy Recovery Trust and the exercise of its rights and obligations under the Plan. Only members of the Advisory Board can select replacements to fill vacancies on the Advisory Board. Any new servicing agreements and any changes to the Policy Recovery Trust Agreement must be approved by four votes of the Advisory Board.”
See Exhibit 8 (Transparency’s proposed Trust Agreement § 6.2).