Anwar et al v. Fairfield Greenwich Limited et al
Filing
1184
SETTLEMENT AGREEMENT GlobeOp Stipulation of Settlement. Document filed by Pacific West Health Medical Center, Inc. Employee's Retirement Trust. (Attachments: #1 Exhibit A - Preliminary Approval Order, #2 Exhibit A-1 - Class Notice, #3 Exhibit A-2 - Summary Notice, #4 Exhibit A-3 - Proof of Claim, #5 Exhibit B - Final Judgment)(Finkel, Robert)
EXHIBIT A-1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
PASHA S. ANWAR, et al.,
Plaintiffs,
v.
Master File No. 09‐cv‐118 (VM)
FAIRFIELD GREENWICH LIMITED, et al.,
Defendants.
NOTICE OF PROPOSED GLOBEOP PARTIAL SETTLEMENT OF CLASS ACTION AND SETTLEMENT FAIRNESS HEARING,
AND MOTION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES
Your legal rights may be affected – Please read this Notice carefully.
To:
All Persons who purchased or held interests in Greenwich Sentry, L.P. (“Greenwich Sentry”) or Greenwich
Sentry Partners, L.P. (“Greenwich Sentry Partners”) (collectively, the “Funds”) from October 31, 2003 through
September 1, 2006, who were investors in the Funds as of December 10, 2008, and suffered a Net Loss of principal
invested in the Funds (collectively, the “GlobeOp Settlement Class”).
If you meet the above definition of the GlobeOp Settlement Class, you could get a payment from a class action
settlement.
The GlobeOp Settlement Class does NOT include investors in Fairfield Sentry Limited, Fairfield Sigma Limited, or
Fairfield Lambda Limited or investors who made their first investment in Greenwich Sentry or Greenwich Sentry
Partners after September 1, 2006.
A federal court authorized this Notice. This is not a solicitation from a lawyer.
The purpose of this Notice is to inform you of a proposed settlement of this class action (the “Action” as against
GlobeOp Financial Services LLC (“GlobeOp”) for a cash payment of $5,000,000 (the “Settlement” or “GlobeOp
Settlement”). GlobeOp is one of the defendants in the Action which is continuing against other defendants. The
Notice also informs you of the scheduling of a settlement fairness hearing with respect to the Settlement and the
motion of the Representative Plaintiffs and Plaintiffs’ Counsel (collectively “Plaintiffs”) for an award of attorneys’
fees and reimbursement of expenses. Documents related to the proposed GlobeOp Settlement are available on
the Settlement website established by the Claims Administrator (the “Claims Administrator”) at
www.FairfieldGreenwichLitigation.com.
This GlobeOp Settlement is separate from the settlement of Plaintiffs’ claims against the Fairfield Greenwich
(“FG”) Defendants (the “FG Settlement”). The FG Settlement provided for a minimum cash payment of $50,250,000
and an additional contingent cash consideration of up to $30,000,000. Notice of the FG Settlement was provided
pursuant to a December 17, 2012 Notice of Proposed Partial Settlement. Proof of Claim forms to participate in the
FG Settlement were due by April 15, 2013. Even if you filed a Proof of Claim form in the FG Settlement, you are
required to file an additional proof of clam form in this Settlement.
This Notice describes important rights you may have and what steps you must take if you wish to participate in the
GlobeOp Settlement or wish to be excluded from the GlobeOp Settlement Class.
DEADLINES:
YOUR LEGAL RIGHTS AND OPTIONS IN THIS GLOBEOP SETTLEMENT:
SUBMIT A CLAIM FORM
Deadline: [ ] 2013. This is the only way to receive a payment from the
GlobeOp Settlement Fund.
EXCLUDE YOURSELF FROM
THE SETTLEMENT CLASS
Deadline: [ ], 2013. Receive no payment from the GlobeOp Settlement.
If the Court approves the GlobeOp Settlement, this is the only option that
allows you to ever participate in any other lawsuit against GlobeOp and other
Released Parties (defined below) which involves the Released Claims (defined
below).
OBJECT
Deadline: [ ], 2013. You may write to the Court if you do not like this
Settlement or the request for an award of attorneys’ fees and reimbursement
of expenses. You may not object if you have excluded yourself from the
GlobeOp Settlement.
GO TO THE SETTLEMENT
HEARING
Settlement Hearing Date: [ ], 2013 at ____ a.m. Whether or not you object
to the GlobeOp Settlement, you may ask to speak in Court about the fairness of
the Settlement. The Deadline to ask to speak in Court about the GlobeOp
Settlement is [ ], 2013.
Plaintiffs must file their motion papers for Final Approval of the Settlement and
for Approval of Attorneys’ Fees and Expenses on or before _________, 2013.
DO NOTHING
Receive no payment if you do not submit a claim form.
These rights and options — and the deadlines to exercise them — are explained in this Notice.
The Court presiding over this case must decide whether to approve the Settlement. Payments will be made only if
the Court approves the Settlement, and if there are any appeals, after appeals are resolved, and the Claims
Administrator has had an opportunity to process all claim forms. Please be patient.
Your legal rights are affected whether you act or do not act. Please read this Notice carefully.
SUMMARY OF NOTICE
Summary of the Proposed GlobeOp Settlement
The Representative Plaintiffs1 and GlobeOp have entered into a proposed settlement releasing all claims
that were asserted or could have been asserted by the Representative Plaintiffs in the Action, individually and on
behalf of the GlobeOp Settlement Class, against GlobeOp and other Released Parties.4
According to Plaintiffs’ allegations in this Action, GlobeOp was employed as the Administrator of Greenwich
Sentry from October 31, 2003 through August 31, 2006, and as Administrator of Greenwich Sentry Partners from
May 31, 2006 through August 31, 2006. Plaintiffs asserted claims against GlobeOp in their Second Consolidated
Amended Complaint (“SCAC”) filed on September 29, 2009, under common‐law theories of breach of fiduciary duty
1
“Representative Plaintiffs” means the representative plaintiffs in the Action, namely Pacific West Health Medical Center
Employees Retirement Trust, Harel Insurance Company Ltd., Martin and Shirley Bach Family Trust, Natalia Hatgis, Securities &
Investment Company Bahrain, Dawson Bypass Trust, and St. Stephen’s School.
4
The “Released Parties” consist of GlobeOp, its past, present and future, direct or indirect, parent entities, associates, affiliates,
and subsidiaries, each and all of their respective past, present, and future directors, officers, partners, alleged partners,
stockholders, predecessors, successors and employees, and in their capacity as such, each and all of their attorneys, advisors,
consultants, trustees, insurers, co‐insurers, reinsurers, representatives, and assigns, as well as Crystal & Company, Fireman’s Fund
Insurance Company, and Those Underwriters at Lloyd’s London Subscribing to Policy No. B0621PFCC00211.
,
2
(Count 29), gross negligence (Count 31), and negligent misrepresentation (Count 33) The District Court, in Orders
dated July 29, 2010 and August 18, 2010 (728 F. Supp. 2d 354 and 728 F. Supp. 2d 372), granted GlobeOp’s motion
to dismiss Count 30 (gross negligence), and denied GlobeOp’s motion to dismiss Counts 29 and 31 (breach of
fiduciary duty and negligent misrepresentation). On February 25, 2013, the Court granted Plaintiffs’ motion to
certify a class consisting in part of all limited partners in the Funds as of December 10, 2008, who suffered a net
loss of principal invested in the Funds (289 F.R.D. 105). Copies of these opinions are on the Claims Administrator’s
website. On March 11, 2013, the Non‐Settling Defendants and GlobeOp filed motions pursuant to Fed. R. Civ. P.
23(f) with the Second Circuit Court of Appeals seeking interlocutory review of the February 25, 2013 Order. On
June 12, 2013, before the GlobeOp motion was decided, the Settling Parties informed the Court of Appeals that
they had entered into an agreement in principle to settle the Representative Plaintiffs’ claims against GlobeOp, and
requested that the Court hold GlobeOp’s motion in abeyance.
In addition to Plaintiffs’ claims asserted against GlobeOp in this Action, GlobeOp also is a defendant in separate
litigation bought by a Litigation Trustee for the Funds in New York State court (the “State Court Action”). The
Litigation Trustee was appointed pursuant to Plan(s) of Reorganization for the Funds that were filed in the United
States Bankruptcy Court for the Southern District of New York. The proposed GlobeOp Settlement was reached
after a series of mediation sessions and negotiations extending from November 2012 until June 2013 among
Plaintiffs’ Lead Counsel, GlobeOp, GlobeOp’s Insurance Carriers, and the bankruptcy Litigation Trustee. Those
negotiations culminated on June 11, 2013 with GlobeOp’s Insurance Carriers agreeing, on behalf of GlobeOp, to
pay $10,000,000 in aggregate consideration for a release of all claims asserted both in this Action and in the
Litigation Trustee’s State Court Action. At that time, Lead Counsel were fully familiar with the strengths and
weaknesses of both Plaintiffs’ claims and the Litigation Trustee’s claims, and in further negotiations with the
Litigation Trustee, agreed to allocate the $10,000,000 settlement consideration equally as between the two actions
($5,000,000 to each action). GlobeOp Settlement Class Members who have perfected claims in Bankruptcy Court
will directly benefit from the $5,000,000 State Court settlement that will enhance their recovery in the Bankruptcy
Proceedings.
Under the terms of the proposed Settlement, $5,000,000 (five million dollars) will be paid into the GlobeOp
Settlement Fund for the benefit of the GlobeOp Settlement Class. These funds (less Court‐approved attorneys’
fees and reimbursement of expenses) shall be paid to the Global Settlement Class pursuant to the Plan of
Allocation.
This is a partial settlement only. Plaintiffs will continue to prosecute pending claims against (i) the PwC
Defendants (PricewaterhouseCoopers LLP [Canada], PricewaterhouseCoopers Accountants Netherlands N.V), and
(ii) the Citco Defendants (Citco Fund Services (Europe) B.V., Citco (Canada) Inc., Citco Bank Nederland N.V. Dublin
Branch, Citco Global Custody N.V., Citco Fund Services (Bermuda), The Citco Group Limited)). The PwC Defendants
audited the Funds’ financial statements from 2005‐07. The Citco Defendants were the administrator of the Funds
from September 2006 until December 2008. In the July 29, 2010 and August 18, 2010 Orders, the District Court
sustained certain claims against the PwC Defendants and the Citco Defendants. The District Court subsequently
denied in part two separate motions to reargue the August 18, 2010 Order (800 F. Supp. 2d 571 and 2012 WL
345478). On the second motion to reargue, however, the Court limited the claims against the PwC Defendants to
subsequent investor and holder claims asserted by already existing investors in the Funds. Copies of these opinions
are on the Claims Administrator’s website. As of June 30, 2013, Plaintiffs completed fact discovery involving their
claims against the Non‐Settling Defendants and are in the process of conducting expert discovery.
The Settlement provides for a court order barring the Non‐Settling Defendants and other similarly situated
Persons from asserting claims for contribution, indemnification or other similar claims against the Released Parties.
To compensate such Persons for the release of these claims against the Released Parties, any judgment that may
be obtained by a GlobeOp Settlement Class Member against such Persons shall be reduced, to the extent
permitted by applicable law, by the greater of (i) the amount that corresponds to the percentage of responsibility
attributed to the Released Parties; and (ii) the gross monetary consideration provided to such Representative
Plaintiff or other GlobeOp Settlement Class Member or Members pursuant to this Settlement.
3
In addition to amounts that they would receive under the Settlement, eligible GlobeOp Settlement Class
Members who have perfected claims in Bankruptcy Court are likely to receive additional cash distributions from
bankruptcy proceedings involving the Funds that are pending in the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 10‐16229 (BRL)) (the “Bankruptcy Proceedings”). These additional distributions may include
proceeds from a separate $5,000,000 settlement with GlobeOp made contemporaneously with this Settlement by
the Litigation Trustee appointed in the Bankruptcy Proceedings to act on behalf of the Funds, as well as
distributions to the Funds from the Bernard L. Madoff Investment Securities bankruptcy proceedings.
Statement of Settlement of Class Members’ Recovery
Estimates of the percentage recovery on the potential claims that may be filed vary depending on a number of
factors including the number of GlobeOp Settlement Class Members who file claims and the aggregate Recognized
Loss of those claims under the Plan of Allocation. Plaintiffs’ analyses of Proofs of Interest filed in the bankruptcy
proceedings, Proofs of Claim submitted in the prior FG Settlement, other information available through discovery,
and the terms of the Plan of Allocation (described below), indicate that the aggregate amount of Recognized Loss
of all Authorized Claimants is approximately $46 million.
Based on the $46 million estimate, Plaintiffs approximate (assuming that all GlobeOp Settlement Class
Members file claims) that GlobeOp Settlement Class Members will receive from the Settlement Fund, before
deduction of Court‐awarded attorneys’ fees and expenses, approximately 11% of their Recognized Loss computed
pursuant to the Plan of Allocation (excluding the benefits achieved from the separate $5,000,000 settlement of the
State Court Action).
Any amounts received from the FG Settlement, from the Non‐Settling Defendants through judgment or
settlement, or from the Funds’ Bankruptcy Proceedings as discussed above would be in addition to these
settlement amounts.
Statement of Potential Outcome of Settled Claims
The Settlement must be compared to the risk of no recovery on the relevant claims after contested dispositive
motions, trial and likely appeals. The claims being settled involve numerous complex legal and factual issues, many
of which would require expert testimony. Among many issues about which Plaintiffs and GlobeOp do not agree
are: (1) whether GlobeOp violated state or common law or otherwise engaged in any wrongdoing; (2) whether
GlobeOp owed Plaintiffs any duties including any fiduciary duties; (3) whether GlobeOp acted negligently, or
breached any fiduciary duties; (4) whether the misrepresentations and omissions alleged by Plaintiffs were
material, false, misleading or otherwise actionable; (5) the extent to which Plaintiffs relied on GlobeOp’s alleged
misrepresentations and omissions or breaches of fiduciary duty; (6) whether Plaintiffs’ state law claims are
preempted by the Securities Litigation Uniform Standards Act of 1998; (7) whether a litigation class can be certified
(as opposed to a settlement class); (8) whether Plaintiffs’ damages were caused in whole or in part by the
intervening acts or failure to act of other defendants or non‐parties (such as Bernard Madoff); and (9) the method
for determining whether, and the extent to which, investors suffered injury and damages that could be recovered
at trial.
Reasons for Settlement
Plaintiffs entered into the proposed Settlement after over four years of litigation, when they were fully familiar
with the facts and circumstances of the Action. Plaintiffs’ Counsel reviewed more than nine million pages of
documents produced by the defendants and non‐parties including approximately 230,000, pages of documents
produced by GlobeOp, and reviewed and produced to counsel for the defendants more than 75,000 pages of
documents on behalf of the Representative Plaintiffs and certain other Named Plaintiffs. Plaintiffs’ Lead Counsel
were involved in over ninety depositions of the defendants and non‐party witnesses in locations including New
York, Miami, Toronto, Bermuda, Denver, Geneva, and Amsterdam, including four depositions of former or current
GlobeOp directors, officers, or employees. Plaintiffs had scheduled an additional six depositions of GlobeOp
witnesses at the time the settlement in principle of the GlobeOp Action was reached. Twenty individuals
associated with the Representative Plaintiffs and other Named Plaintiffs (including each of the Representative
Plaintiffs and other plaintiffs named in the SCAC) were deposed in Arizona, Cleveland, and New York, some of
whom traveled from international locations including Israel, Bahrain, and Belgium.
4
All seven Representative Plaintiffs and all of Plaintiffs’ Lead Counsel, who have extensive experience in
securities and complex shareholder class‐action litigation, believe that the GlobeOp Settlement provides the
GlobeOp Settlement Class with significant and certain benefits now and eliminates the risk of no recovery following
what would be years of further uncertain litigation, including disposition of the appeal of the class certification
order, motions for summary judgment, and if summary judgment is not granted to defendants, a contested trial
and likely appeals after trial.
Plaintiffs, in proposing that the Court approve the $5,000,000 Settlement as fair, reasonable and adequate to
the Settlement Class, have considered, among other factors, that, by reducing the number of defendants and
defense counsel in the Action, and the factual and legal issues in dispute, the GlobeOp Settlement may have a
beneficial effect on Plaintiffs’ ability to successfully litigate the remaining claims against the Non‐Settling
Defendants, who are believed to have substantial assets that may through settlement or judgment provide
significant additional compensation to the GlobeOp Settlement Class.
GlobeOp has denied and continues to deny each and all of the claims and contentions alleged against it in the
SCAC and believes that it has meritorious defenses to those claims and contentions. The Settlement shall in no
event be construed as, or deemed to be evidence of, an admission or concession by GlobeOp and the Released
Parties with respect to any claim of any fault or liability or wrongdoing or damage to the Representative Plaintiffs,
the Settlement Class Members, or any Person.
Statement of Attorneys’ Fees and Expenses
Plaintiffs’ Lead Counsel will ask the Court to approve payment from the GlobeOp Settlement Fund of attorneys’
fees of up to 25% of the GlobeOp Settlement Fund and for reimbursement of expenses that were advanced by
Plaintiffs’ Counsel through June 30, 2013 directly relating to the prosecution of the claims against GlobeOp not to
exceed $ 25,000.
If the above amounts are requested and approved by the Court, based upon current information, fees and
expenses are estimated at approximately 25.5% of the GlobeOp Settlement Fund.
Dismissal and Releases
If the proposed Settlement is approved, the Court will enter a Final Judgment and Order of Dismissal with
Prejudice (the “Final Judgment”). The Final Judgment will dismiss with prejudice the claims asserted in the Action
against GlobeOp. The Final Judgment will also provide that all GlobeOp Settlement Class Members shall be
deemed to have released and forever discharged all Released Claims against all Released Parties. The specific
terms of the releases, including the meaning of the term “Released Claims,” are set forth in the Stipulation.
Unless you exclude yourself from the GlobeOp Settlement Class, you will be releasing claims you may have
against the Released Parties.
Conditions to Final Approval Based on State Court Settlement
GlobeOp has contemporaneously entered into a separate agreement to settle for $5,000,000, claims made
against it by the bankruptcy Litigation Trustee for the Funds in the State Court Action (discussed above at page ‐‐).
Under both settlements (this federal court Settlement and the separate state court settlement), the other
settlement must become final in order for the settlement to become effective.
5
WHAT THIS NOTICE CONTAINS
BASIC INFORMATION………………………………………………
1.
Why did I receive this notice package?
2.
What is this lawsuit about?
3.
Why is this a class action?
4.
Why is there a partial settlement?
WHO IS IN THE SETTLEMENT………………………………………………
5.
How do I know if I am part of the Settlement?
6.
What are the exceptions to being included?
7.
I’m still not sure if I am included.
THE SETTLEMENT BENEFITS – WHAT YOU GET…………………………………………
8.
What does the settlement provide?
9.
How much will my payment be?
HOW YOU OBTAIN A PAYMENT – SUBMITTING A CLAIM FORM…………………………… ……………….…
10. How will I obtain a payment?
11. When will I receive my payment?
12. What am I giving up to receive a payment?
13. If I stay in the Settlement Class, may I still recover additional amounts from other sources?
THE LAWYERS REPRESENTING YOU………………………………………………
14. Do I have a lawyer in this case?
15. How will the lawyers be paid?
EXCLUDING YOURSELF FROM THE SETTLEMENT
16. How do I exclude myself from the Settlement?
17. If I do not exclude myself from the Settlement, can I sue the Released Parties for the same thing later?
18. If I exclude myself, can I get money from this Settlement?
OBJECTING TO THE SETTLEMENT………………………………………………
19. How do I tell the Court that I do not like the Settlement or the Request for Attorneys’ Fees and
Reimbursement of Expenses?
20. What is the difference between objecting and requesting exclusion?
THE COURT’S SETTLEMENT HEARING………………………………………………
21. When and where will the Court decide whether to approve the Settlement?
22. Do I have to come to the Hearing?
23. May I speak at the Hearing?
IF YOU DO NOTHING………………………………………………
24. What happens if I do nothing at all?
GETTING MORE INFORMATION………………………………………………
25. Are there more details about the Settlement?
THE PLAN OF ALLOCATION………………………………………………
6
BASIC INFORMATION
1.
Why Did I Receive This Notice Package?
You or someone in your family may have purchased or held an investment in Greenwich Sentry or Greenwich Sentry
Partners from October 31, 2003 through September 1, 2006 or may have filed a Proof of Interest in the bankruptcy
proceedings involving those funds or in the FG Settlement.
This Notice was sent because you have a right to know about a proposed partial settlement of a class action lawsuit
concerning the Funds, and about all of your options, before the Court decides whether to approve the partial settlement. If
the Court approves the partial settlement and after any objections or appeals are resolved, the Claims Administrator
appointed by the Court will recommend that payments be made to those GlobeOp Settlement Class Members who timely
submit valid claims in the manner described below. Persons who are not Settlement Class Members may have received this
Notice. If you seek to obtain a distribution from the GlobeOp Settlement Fund in this Action, it is your responsibility to
demonstrate that you are a member of the GlobeOp Settlement Class.
This Notice explains the lawsuit, the GlobeOp Settlement, your legal rights, what benefits are available, who is eligible
for them, and how to get them.
The judge in charge of the case is Judge Victor Marrero of the United States District Court for the Southern District of
New York, and the case is known as Pasha S. Anwar, et al. v. Fairfield Greenwich Limited, et al., Civil Action No. 09‐cv‐118.
Certain of the entities and individuals who brought this action ‐‐ Pacific West Health Medical Center Employees
Retirement Trust, Harel Insurance Company Ltd., Martin and Shirley Bach Family Trust, Natalia Hatgis, Securities & Investment
Company Bahrain, Dawson Bypass Trust, and St. Stephen’s School ‐‐ are called Representative Plaintiffs.
All claims against GlobeOp Financial Services LLC will be released if the GlobeOp Settlement is approved. Plaintiffs
previously settled the claims asserted against the FG Defendants pursuant to a Stipulation of Settlement dated as of
November 6, 2012.
Whether or not the Settlement is approved, Plaintiffs’ Counsel will continue to prosecute the Action against the PwC
Defendants, consisting of PricewaterhouseCoopers LLP [Canada] and PricewaterhouseCoopers Accountants Netherlands N.V.;
and the Citco Defendants, consisting of Fund custodians/administrators, The Citco Group Limited, Citco Fund Services (Europe)
B.V., Citco (Canada), Inc., Citco Global Custody N.V., Citco Bank Nederland, N.V., Dublin Branch, and Citco Fund Services
(Bermuda) Limited.
The PwC Defendants and the Citco Defendants are not parties to this Settlement and are called the Non‐Settling
Defendants.
2.
What Is This Lawsuit About?
This lawsuit alleges that GlobeOp engaged in negligent conduct, made materially false and misleading statements and
omissions, and breached its duties and obligations with respect to the administration of partnership interests in the Funds
from October 31, 2003 through September 1, 2006. GlobeOp denies the allegations.
3.
Why Is This a Class Action?
In a class action, one or more people or entities, called class representatives (in this case the Representative
Plaintiffs), sue on behalf of people who have similar claims. Here, all these people are called a class or class members, and
those included in this Settlement are called a Settlement Class or Settlement Class Members. One court resolves the issues
for all class members, except for those who timely and validly exclude themselves from the class.
4.
Why Is There a Settlement?
The Court did not decide in favor of the Plaintiffs or GlobeOp. Instead, the Settling Parties agreed to a settlement.
This permits them to avoid the cost and uncertainty of a trial, and permits eligible Settlement Class Members who submit
valid claims to receive compensation. The Representative Plaintiffs and their attorneys believe the Settlement is in the best
interests of all Settlement Class Members. The Settlement is “partial” because there is no settlement with the Non‐Settling
Defendants, and Plaintiffs’ Counsel will continue to prosecute the Action against them.
7
WHO IS IN THE SETTLEMENT
To see if you will receive money from this Settlement, you first have to determine if you are a Settlement Class Member.
5.
How Do I Know if I Am Part of the Settlement?
For purposes of the Settlement, the Court has provisionally approved the following definition of the GlobeOp
Settlement Class:
All Persons who purchased or held investments in Greenwich Sentry, L.P. or Greenwich
Sentry Partners, L.P. from October 31, 2003 through September 1, 2006, who were investors
in the Funds as of December 10, 2008, and suffered a Net Loss of principal invested in the
Funds.
6.
What Are the Exceptions to Being Included?
The Settlement Class excludes (i) those Persons who timely and validly requested exclusion from the GlobeOp
Settlement Class and who did not validly revoke such exclusion; (ii) any Persons who have been dismissed from this Action
with prejudice; and (iii) the FG Defendants, GlobeOp, and the Non‐Settling Defendants, and any entity in which the FG
Defendants or GlobeOp have a controlling interest, and their officers, employees, directors, affiliates, legal representatives,
and immediate family members, and heirs, successors, subsidiaries and assigns of any such Persons.
7.
I’m Still Not Sure if I Am Included.
If you are still not sure whether you are included, you can ask for free help. You can request additional information
from the persons identified in Question 25 below. Or you can fill out and return the claim form described in question 10, to
see if you qualify.
THE SETTLEMENT BENEFITS — WHAT YOU GET
8.
What Does the Settlement Provide?
GlobeOp’s insurers have agreed to pay $5,000,000 in cash into the Settlement Fund. The Settlement Fund, after
9.
payment of any Court‐approved attorneys’ fees and expenses and the costs of claims administration, including the costs of
printing and mailing this Notice Package and the cost of publishing notice (the “Net Settlement Fund”), will be divided among
all eligible GlobeOp Settlement Class Members who send in valid claim forms pursuant to the Plan of Allocation described
below.
10.
How Much Will My Payment Be?
Your share of the Net Settlement Fund will depend on the size of your Net Loss of principal and Recognized Loss in the
Funds compared to the aggregate Net Loss of principal and Recognized Loss of all GlobeOp Settlement Class Members who
submit valid claim forms.
You can calculate your Recognized Loss in accordance with the explanation below in the Plan of Allocation. After the
deadline for submitting a Proof of Claim, the payment you receive will reflect your Recognized Loss in relation to the
Recognized Loss of all Settlement Class Members who submit a valid Proof of Claim. The Recognized Loss is not the amount of
the payment that you can expect, but is used to determine how the Net Settlement Fund will be allocated among all
Settlement Class Members who submit valid claims.
HOW YOU OBTAIN A PAYMENT — SUBMITTING A CLAIM FORM
11.
How Will I Obtain a Payment?
To qualify for payment, you must be an eligible GlobeOp Settlement Class Member, submit a valid Proof of Claim, and
properly document your claim as described in the Proof of Claim. A Proof of Claim form is enclosed with this Notice. You may
also get a Proof of Claim form on the internet at www.FairfieldGreenwichLitigation.com. Read the instructions carefully, fill
out the Proof of Claim, include the documents the form asks for, sign it, and submit it so that it is received by the Claims
Administrator no later than [ ] 2013. You are required to submit a Proof of Claim form in this Settlement even if you
submitted a prior claim form in the FG Settlement.
12.
When Will I Receive My Payment?
The Court will hold a hearing on [ ] 2013 at [ ] a.m., to decide whether to approve the Settlement. If Judge Marrero
approves the Settlement, there may be appeals. If there are appeals, it is uncertain how these appeals will be resolved, and
resolving them can take time, perhaps more than a year. After any approval by Judge Marrero and any appeals are decided
8
favorably, it will take several months for the Claims Administrator to process all of the Proof of Claim forms and to determine
and pay the ultimate distribution amounts.
13.
What Am I Giving Up to Receive a Payment?
Unless you timely exclude yourself from the Settlement Class by the [ ], 2013 deadline, you are a member of the
GlobeOp Settlement Class and will be bound by the release of claims against GlobeOp and the Released Parties. That means
that you cannot sue, continue to sue, or be part of any other lawsuit against GlobeOp or the Released Parties about the
Released Claims. The specific terms of the release are included in the Stipulation.
14.
If I Stay in the Settlement Class, May I Still Recover Additional Amounts from Other Sources?
Yes. If you participate in this GlobeOp settlement, you will not be required to give up any claims you may have
against any individuals or entities other than the GlobeOp Released Parties. Investors in the Funds may recover on claims
against the PwC Defendants and the Citco Defendants, which Plaintiffs’ Counsel are continuing to pursue in this litigation. The
Court has limited the claims against the PwC Defendants to claims based on investments and holdings subsequent to receipt
of an audit opinion by persons who already had an investment in the Funds. Investors in the Funds who have perfected their
claims also are likely to receive distributions from the bankruptcy proceedings in Bankruptcy Court, which may be enhanced
by the separate $5,000,000 settlement with GlobeOp entered into contemporaneously with this Settlement by the bankruptcy
Litigation Trustee in the State Court Action.
THE LAWYERS REPRESENTING YOU
15.
Do I Have a Lawyer in This Case?
The law firms of Boies, Schiller & Flexner LLP, Wolf Popper LLP, and Lovell Stewart Halebian Jacobson LLP brought the
Action on behalf of Representative Plaintiffs and they represent you and all other Settlement Class Members. These lawyers
are called Plaintiffs’ Lead Counsel. You will not be charged for these lawyers, regardless of the outcome of the Settlement
Hearing on [ ], 2013 or the motion for attorneys’ fees and reimbursement of expenses. If you want to be represented by
your own lawyer, you may hire one at your own expense.
16.
How Will the Lawyers Be Paid?
Plaintiffs’ Counsel will ask the Court for attorneys’ fees up to 25% of the $5,000,000 Settlement Fund, and for
expenses that were advanced through July 31, 2013 by Plaintiffs’ Counsel directly relating to the prosecution of the claims
against GlobeOp not to exceed $25,000. Such sums as may be approved by the Court will be paid from the Settlement Fund.
Settlement Class Members are not personally liable for any such fees or expenses.
The attorneys’ fees and expenses requested represent payment to Plaintiffs’ Lead Counsel and other such counsel
involved in the Action on behalf of the Plaintiffs (collectively “Plaintiffs’ Counsel”) for their efforts in achieving this Settlement and
for their risk in undertaking this representation on a wholly contingent basis. Since the case began in 2008, Plaintiffs’ Counsel has
undertaken extensive work necessary to prepare the case for trial. Plaintiffs’ Counsel has conducted all of the investigation,
drafted the SCAC, reviewed millions of documents, taken and defended dozens of depositions, employed experts, performed an
enormous amount of legal research and filed many legal briefs on novel and complex issues, including opposing dismissal of the
claims, supporting class certification and arguing discovery issues. To date, Plaintiffs’ Counsel have not been paid for their
services in conducting this litigation on behalf of the Representative Plaintiffs and the Settlement Class, nor for their substantial
expenses. Although the Court awarded Plaintiffs’ Counsel fees and expenses in a Final Judgment and Order Awarding Fees and
Expenses dated March 27, 2013 with respect to the FG Settlement, the FG Settlement is on appeal and those fees and expenses
have not yet been paid to Plaintiffs’ Counsel.
Plaintiffs’ Lead Counsel shall file a motion with the Court for approval of the Settlement, the Plan of Allocation, and
the request for attorneys’ fees and reimbursement of expenses by [ ], 2013. Copies of that motion will be posted at
www.FairfieldGreenwichLitigation.com. GlobeOp takes no position with respect to the request for attorneys’ fees and
reimbursement of expenses. The Court determines the amount counsel should receive from the Settlement Fund for fees and
expenses separately from its determination of whether the Settlement is fair, reasonable and adequate, and may award less
than the amount Plaintiffs’ Lead Counsel has requested.
9
EXCLUDING YOURSELF FROM THE SETTLEMENT
17.
How Do I Exclude Myself From the Settlement?
If you want to retain the right to sue, or to continue to sue, the Released Parties (including GlobeOp) on your own
about the claims being released in this Settlement, then you must take steps to exclude yourself from the Settlement. This is
referred to as opting out of the GlobeOp Settlement Class, and persons who do so are referred to as “Opt‐Outs”.
Excluding yourself is not the same as doing nothing in response to this Notice. Each member of the GlobeOp
Settlement Class shall be bound by all determinations and judgments in the GlobeOp Action concerning the Settlement,
whether favorable or unfavorable, unless such a Person delivers to the Claims Administrator a written request for exclusion
from the GlobeOp Settlement Class, so that it is received by the Claims Administrator by [ ] 2013 addressed to:
Fairfield Greenwich Securities Litigation
Fairfield Greenwich Securities Litigation
c/o Rust Consulting
c/o Rust Consulting, Inc.
201 Lyndale Ave. S
P.O. Box 2874
Faribault, MN 55021‐8674
Faribault, MN 55021
(by regular mail)
(by courier)
No Person may exclude himself, herself or itself from the GlobeOp Settlement Class after that date. In order to be
valid, each request for exclusion by a Person seeking to opt‐out must state the name, address and telephone number of the
Person seeking exclusion; state that the Person “requests exclusion from the Settlement Class in Pasha S. Anwar, et al. v.
Fairfield Greenwich Limited, et al., Case No. 09‐cv‐118,” and state (i) the full name of the Fund(s) purchased, (ii) the dates,
number and dollar amount of limited partnership interests purchased, and redeemed if applicable, (iii) any other recoveries
received by the Person on the Person’s investment in the Fund(s), and (iv) the number of limited partnership interests held by
the Person in the Fund(s) as of December 10, 2008. Each Person seeking to opt‐out must also supply documentary proof of
each purchase and redemption transaction and of the Person’s membership in the GlobeOp Settlement Class. Any such
request for exclusion must be signed by the Person requesting exclusion.
Requests for exclusion shall not be effective unless the request includes the required information and documentation
and is made within the time period stated above, or the exclusion is otherwise accepted by the Court.
If you ask to be excluded, you will not receive any payment from this Settlement, and you cannot object to the
Settlement. You will not be legally bound by anything that happens in the Action with respect to Released Claims and may be
able to sue or continue to sue the Released Parties in the future. Even if you ask to be excluded from the Settlement Class,
you will be entitled to participate in the continuing litigation against the Non‐Settling Parties. In the event a class is certified
as to the claims asserted against the Non‐Settling Parties, after appeals from such class certification order are resolved, you
will be given a subsequent opportunity to request exclusion from that class.
Except where a GlobeOp Settlement Class Member who submits a Request for Exclusion commences or otherwise
prosecutes or pursues a Released Claim against a Released Party, all information submitted by a GlobeOp Settlement Class
Member in a Request for Exclusion or a Proof of Claim shall be treated as confidential protected information and may not be
disclosed by the Claims Administrator, its affiliates or the Settling Parties to any third party absent a further order of this Court
upon a showing of necessity, and any such information that is submitted to the Court shall be filed under seal.
If the aggregate Net Loss of Opt‐Outs exceeds the threshold specified in a separate “Supplemental Agreement”
between the Settling Parties, then GlobeOp shall have the option to terminate this Settlement and to render it null and void in
accordance with the procedures set forth in the Supplemental Agreement.
10
18.
If I Do Not Exclude Myself From the Settlement, Can I Sue the Released Parties For the Same Thing Later?
No. Unless you exclude yourself, you give up any rights to bring a lawsuit or claim in any forum asserting any of the
Released Claims against the Released Parties. If you have a pending lawsuit or claim in any forum that you believe concerns
the Released Claims or the same matters alleged in this case, speak to your lawyer immediately. You will likely have to
exclude yourself from the GlobeOp Settlement Class if you wish to continue your own lawsuit or claim. Remember, the
exclusion deadline is [ ], 2013.
19.
If I Exclude Myself, Can I Get Money From This Settlement?
No. You will, however, retain any right you may have to bring a lawsuit, to continue to pursue an existing lawsuit, or
to be part of a different lawsuit asserting a Released Claim against a Released Party.
OBJECTING TO THE SETTLEMENT
20.
How Do I Tell the Court that I Do Not Like the Settlement or the Request for Attorneys’ Fees and
Reimbursement of Expenses?
If you are a GlobeOp Settlement Class Member, you can object to the GlobeOp Settlement if you do not like any part
of it, including the Plan of Allocation and the request for attorneys’ fees or expenses. You can state the reasons why you think
the Court should not approve it, and the Court will consider your views. To object, you must submit a letter saying that you
object to the GlobeOp Settlement in Pasha S. Anwar, et al. v. Fairfield Greenwich Limited, et al., Civil Action No. 09‐cv‐118. Be
sure to include your name, address, telephone number, your signature, the full name of the Fund(s) purchased, the dates and
number and dollar amounts of limited partnership interests purchased, and redeemed if applicable, and other recoveries you
have received on your investment in the Fund(s), and to supply documentary proof of the purchase or any redemption
transactions and of your membership in the GlobeOp Settlement Class, and the reasons you object. Any objection letter must
be delivered such that it is received by each of the following on or before [ ], 2013:
GlobeOp’s Counsel Designee:
Clerk of the Court
Plaintiffs’ Counsel Designee:
Jonathan D. Cogan, Esq.
UNITED STATES DISTRICT COURT
Robert C. Finkel, Esq.
Kobre & Kim LLP
SOUTHERN DISTRICT OF NEW YORK
Wolf Popper LLP
800 Third Avenue
Daniel Patrick Moynihan
845 Third Avenue
New York, NY 10022
United States Courthouse
New York, NY 10022
500 Pearl Street
New York, NY 10007‐1312
What is the Difference between Objecting and Requesting Exclusion?
Objecting is simply telling the Court that you do not like something about the proposed Settlement. Objecting does
not prevent you from participating and recovering money in the Settlement. However, you can object only if you stay in the
GlobeOp Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the GlobeOp Settlement
Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.
21.
THE COURT’S SETTLEMENT HEARING
The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but
you do not have to.
22.
When and Where Will the Court Decide Whether to Approve the Settlement?
The Court will hold a Settlement Hearing at 11 a.m., on _________________, 2013, at the Daniel Patrick Moynihan
United States Courthouse, 500 Pearl Street, New York, NY 10007‐1312, Courtroom 11B. At this hearing the Court will consider
whether the settlement is fair, reasonable and adequate. If there are objections, the Court will consider them. The Court will
also consider Plaintiffs’ Lead Counsel’s application for fees and expenses and whether the Plan of Allocation is fair, reasonable
and adequate. The Court may decide these issues at the hearing or take them under consideration for a later decision.
23.
Do I Have to Come to the Hearing?
No. Plaintiffs’ Lead Counsel will answer questions Judge Marrero may have. But, you are welcome to come at your
own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you submitted your
written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.
11
24.
May I Speak at the Hearing?
You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must submit a letter saying
that it is your intention to appear in Pasha S. Anwar, et al. v. Fairfield Greenwich Limited, et al. Civil Action No. 09‐cv‐118. Be
sure to include your name, address, telephone number, your signature, the full name of the Fund(s) purchased, the number
and dollar amount of limited partnership interests purchased, and redeemed if applicable, to supply documentary proof of the
purchase and any redemption transactions and of your membership in the GlobeOp Settlement Class, and other recoveries
you have received on your investment in the Fund(s), and the reasons you want to speak at the hearing. Your notice of
intention to appear must be received no later than [ ] 2013, by the Clerk of the Court, Plaintiffs’ Counsel Designee and
GlobeOp’s Counsel Designee, at the three addresses listed in question 19.
IF YOU DO NOTHING
25.
What Happens If I Do Nothing at All?
If you do nothing, all of your claims against the Released Parties will be released, but you will not receive any money
from this Settlement, because in order to receive money it is necessary to submit a valid Proof of Claim.
GETTING MORE INFORMATION
26.
Are There More Details About the Settlement?
This Notice summarizes the proposed Settlement. More details are in the Stipulation of Settlement dated as of
August 27, 2013. You can obtain a copy of the Stipulation of Settlement or more information about the Settlement by
contacting the Claims Administrator.
Fairfield Greenwich Securities Litigation
c/o Rust Consulting, Inc
P.O. Box 2874
Faribault, MN 55021‐8674
(by regular mail)
Fairfield Greenwich Securities Litigation
c/o Rust Consulting
201 Lyndale Ave. S
Faribault, MN 55021
(by courier)
info@FairfieldGreenwichLitigation.com
www.FairfieldGreenwichLitigation.com
Toll Free Number: 1‐855‐263‐3450
Foreign Callers: 1‐612‐359‐7949
or Plaintiffs’ Counsel:
Robert C. Finkel, Esq.
James A. Harrod, Esq.
WOLF POPPER LLP
845 Third Avenue
New York, NY 10022
irrep@wolfpopper.com
1‐877‐370‐7703
1‐212‐759‐4600
David A. Barrett
BOIES, SCHILLER & FLEXNER LLP
575 Lexington Avenue
New York, NY 10022
faifieldclaims@bsfllp.com
1‐212‐446‐2300
Stuart H. Singer
BOIES, SCHILLER & FLEXNER LLP
401 East Las Olas Blvd., #1200
Ft. Lauderdale, Florida 33301
fairfieldclaims@bsfllp.com
1‐954‐356‐0011
Christopher Lovell
Victor E. Stewart
LOVELL STEWART HALEBIAN JACOBSON LLP
61 Broadway, Suite 501
New York, NY 10006
fisquith@lshllp.com
istoll@lshllp.com
1‐212‐608‐1900
or by visiting www.FairfieldGreenwichLitigation.com.
You can also obtain a copy from the Clerk’s office during regular business hours:
12
Clerk of the Court
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Daniel Patrick Moynihan
United States Courthouse
500 Pearl Street
New York, NY 10007‐1312
PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE
PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS
The Net Settlement Fund shall be distributed to GlobeOp Settlement Class Members who submit a valid Proof of
Claim (“Authorized Claimants”) according to the terms below. The purpose of this Plan of Allocation of the Net
Settlement Fund (“Plan of Allocation” or “Plan”) is to establish a reasonable and equitable method of distributing the
Net Settlement Fund among Authorized Claimants. The Plan is not intended to replicate an assessment of damages that
could have been recovered had the Representative Plaintiffs prevailed at trial.
Because the Net Settlement Fund is less than the total losses alleged to be suffered by GlobeOp Settlement Class
Members, the formulas described below for calculating Recognized Losses are not intended to estimate the amount that
will actually be paid to Authorized Claimants. Rather, these formulas provide the basis on which the Net Settlement
Fund will be distributed among Authorized Claimants.
Approval of the Settlement is independent from approval of the Plan of Allocation. Any determination with
respect to the Plan of Allocation will not affect the Settlement, if approved. The Plan of Allocation set forth herein is the
plan that is being proposed by Representative Plaintiffs and Plaintiffs’ Lead Counsel to the Court for approval. GlobeOp
takes no position with respect to the Plan of Allocation. The Court may approve this plan as proposed or it may modify
the Plan of Allocation without further notice to the Settlement Class. Any orders regarding a modification of the Plan of
Allocation will be posted on the settlement website, www.FairfieldGreenwichLitigation.com.
Payment pursuant to the Plan of Allocation approved by the Court shall be final and conclusive against all
GlobeOp Settlement Class Members. No person shall have any claim of any kind against GlobeOp or its counsel with
respect to the administration of the settlement, including the Plan of Allocation. No person shall have any claim against
Representative Plaintiffs, Plaintiffs’ Counsel, or the Claims Administrator or other agent designated by Plaintiffs’ Counsel
arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation, or further orders
of the Court. Representative Plaintiffs, GlobeOp, their respective counsel, and all other Released Parties shall have no
responsibility or liability whatsoever for the investment or distribution of the Settlement Fund consistent with the terms
of the Stipulation, the Plan of Allocation, or the determination, administration, calculation, or payment of any Proof of
Claim or nonperformance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement
Fund, or any losses incurred in connection therewith.
Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has
finally approved the Settlement (including the resolution of any appeals) pursuant to the following terms:
a. The Recognized Loss for each Authorized Claimant will be the sum of (x) the Net Loss of principal with
respect to each Fund with respect to all investments from inception through September 1, 2006 (including periods prior
to October 31, 2003), and (y) the Net Loss of principal with respect to each Fund with respect to investments
subsequent to September 1, 2006 multiplied by the Applicable Percentage with respect to the month of the investment.
b. “Net Loss of principal” means the total cash investment made by an investor in a Fund, directly or indirectly
through one or more intermediaries, less the total amount of any redemptions or withdrawals or recoveries by that
investor from the Fund.
c. The “Applicable Percentage” shall mean 96% for investments from September 2, 2006 through October 31,
2006 (immediately after GlobeOp ceased acting as administrator of the Funds), and shall be reduced by 4% for each
subsequent month as follows:
13
Date of Investment
November 2006
December 2006
January 2007
February 2007
March 2007
April 2007
May 2007
June 2007
July 2007
August 2007
September 2007
October 2007
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September 2008
October 2008
November 2008
Applicable Percentage
92%
88%
84%
80%
76%
72%
68%
64%
60%
56%
52%
48%
44%
40%
36%
32%
28%
24%
20%
16%
12%
8%
4%
4%
4%
d. A Settlement Class Member may have a Net Loss on more than one Fund.
e. Only those Authorized Claimants who suffered a Recognized Loss with respect to a Fund are entitled to a
payment from the Net Settlement Fund with respect to that Fund.
f. Please note that the term “Recognized Loss” is used solely for calculating the amount of participation by
Authorized Claimants in the Net Settlement Fund. It is not the actual amount an Authorized Claimant can expect to
recover.
g. The Claims Administrator will determine each Authorized Claimant’s share of the Net Settlement Fund. Each
Authorized Claimant will receive a disbursement determined by multiplying the Net Settlement Fund by a fraction, the
numerator of which is the Authorized Claimant’s Recognized Loss and the denominator of which is the sum total of all
Authorized Claimants’ Recognized Losses with respect to both of the Funds.
h. After the Claims Administrator completes its determinations with respect to the Proofs of Claim, Plaintiffs’
Lead Counsel will submit a distribution order to the Court and will request that the Court approve the administrative
determinations of the Claims Administrator, including the calculation of the Authorized Claimant’s Recognized Loss.
i. If there is any balance remaining in the Net Settlement Fund (whether by reason of unclaimed funds, tax
refunds, uncashed checks, or otherwise), at a date one hundred eighty (180) days from the later of (a) the date on which
the Court enters an order directing the Net Settlement Fund to be distributed to Authorized Claimants, or (b) the date
the Settlement is final and becomes fully effective, then Plaintiffs’ Counsel shall, upon approval of the Court, disburse
such balance among Authorized Claimants as many times as is necessary, in a manner consistent with this Plan of
Allocation, until each Authorized Claimant has received its Recognized Loss (but no greater than its Recognized Loss) as
defined in this Plan. If Plaintiffs’ Lead Counsel determines that it is not cost‐effective to conduct such further
disbursement, or following such further disbursement any balance still remains in the Net Settlement Fund, Plaintiffs’
Counsel shall, upon approval of the Court, and without further notice to Settlement Class Members, cause the remaining
balance to be disbursed cy pres. Plaintiffs’ Lead Counsel shall also consider the potential for additional distributions to
14
be made from other settlements or judgments in proposing supplemental distributions from the GlobeOp Net
Settlement Fund.
DATED: September [ ], 2013
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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