Anwar et al v. Fairfield Greenwich Limited et al

Filing 541

ANSWER to Amended Complaint with JURY DEMAND. Document filed by PricewaterhouseCoopers Accountants Netherlands N.V.. Related document: #273 Amended Complaint,,,,,,,, filed by 20/20 Investments, Centro Inspection Agency, Kishanchand Bhatia, Omawa Investment Corporation, Harel Investment and Financial Services Ltd., Mandakini Gajaria, AXA Private Management, Bonaire Limited, Inter-Amrerican Trust, Shimon Laor, Gopal Bhatia, Loana Ltd., Jitendra Bhatia, St. Stephen's School, Diversified Investments Associates Class A Units, Jayshree Bhatia, Landville Capital Management S.A., Harvest Dawn International Inc., Morning Mist Holdings Limited, Miguel Lomeli, Banco General, S.A., Ronit Zohar, Pasha S. Anwar, Carmel Ventures Ltd., Traconcorp, Nadav Zohar, Carlos Gauch, El Prado Trading, Kalandar International, Wall Street Securities, S.A., Robert Blum, ABR Capital Fixed Option/Income Strategic Fund LP, Blythel Associated Corp., Julia Anwar, ABN AMRO LIFE S.A., Marrekesh Resources, Elvira 1950 Trust. (Attachments: #1 Certificate of Service)(Maguire, William)

Anwar et al v. Fairfield Greenwich Limited et al

Doc. 541

William R. Maguire Sarah L. Cave Gabrielle S. Marshall HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 [phone] (telephone) [phone] (facsimile) Attorneys for Defendant PricewaterhouseCoopers Accountants N.V. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ANWAR, et al. Plaintiffs, v. FAIRFIELD GREENWICH LTD., et al. Defendants. : : : : : : : : : : : :

MASTER FILE NO. 09-CV-00118 (VM) JURY TRIAL DEMANDED

DEFENDANT PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V.'S ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFFS' SECOND CONSOLIDATED AMENDED COMPLAINT Defendant PricewaterhouseCoopers Accountants N.V. ("PwC Netherlands"), by its undersigned counsel, hereby answers the Second Consolidated Amended Complaint (the "Complaint") as to itself, based on its present knowledge. PwC Netherlands reserves the right to supplement and amend this Answer and reserves the right to add additional defenses of which it becomes aware through discovery or other investigation. The filing of this Answer is without waiver of the arguments presented in PwC Netherlands' Motion to Dismiss, which are expressly adopted herein and asserted against the Complaint.

Dockets.Justia.com

All allegations not specifically admitted are denied. To the extent that the contents of plaintiffs' "Glossary of Defined Terms" are intended to allege a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that plaintiffs utilize group pleading as a basis to impose liability on PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands denies the first, unnumbered paragraph of the Complaint to the extent that plaintiffs purport to assert that there is a basis in fact or law for their claims against PwC Netherlands. PwC Netherlands states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations relating to the investigative efforts of plaintiffs' counsel, and, for that reason, denies them. With respect to the numbered paragraphs of the Complaint, PwC Netherlands answers as follows: NATURE OF THE ACTION 1. PwC Netherlands admits that the Complaint purports to allege claims in

connection with a fraud orchestrated by Bernard Madoff, and that plaintiffs purport to bring this action on behalf of investors in funds allegedly operated and marketed by Fairfield Greenwich Group ("FGG"). PwC Netherlands otherwise denies the remaining allegations in Paragraph 1. PwC Netherlands further denies that plaintiffs have suffered any damages as a result of any conduct by PwC Netherlands. 2. PwC Netherlands admits that plaintiffs purport to be shareholders or

equity holders of the following funds: Fairfield Sentry Limited ("Fairfield Sentry"), Fairfield Sigma Limited ("Fairfield Sigma"), Greenwich Sentry, L. P. ("Greenwich Sentry") and Greenwich Sentry Partners, L.P. ("Greenwich Partners") (collectively, the "Funds"), and otherwise denies the remaining allegations in Paragraph 2. 2

3.

PwC Netherlands denies the allegations in Paragraph 3, and further denies

that plaintiffs have suffered any damages as a result of any conduct by PwC Netherlands or any other defendant. 4. The allegations in Paragraph 4 are not directed to PwC Netherlands, who,

accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 4 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. JURISDICTION AND VENUE 5. Paragraph 5 alleges conclusions of law as to which no response is

required. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to premise jurisdiction over the subject matter of this action on the statutes cited in Paragraph 5, states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations concerning the citizenship of plaintiffs and other defendants, and otherwise denies the remaining allegations in Paragraph 5. PwC Netherlands further states that, pursuant to the Court's Decision and Order dated August 18, 2010 (the "Anwar II Order"), the Court dismissed, as to PwC Netherlands, plaintiffs' claims under Section 10(b) of the Exchange Act1 and Rule 10b-52 promulgated thereunder. 6. Paragraph 6 alleges conclusions of law as to which no response is

required. To the extent that a response is deemed to be required, PwC Netherlands admits that

1. 2.

The Securities Exchange Act of 1934 15 U.S.C. § 78j(b) is herein referred to as the "Exchange Act." 17 C.F.R. § 240.10b-5.

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plaintiffs purport to premise jurisdiction over the subject matter on the cited statutes, and otherwise denies the remaining allegations in Paragraph 6. 7. Paragraph 7 alleges conclusions of law as to which no response is

required. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to premise venue on the cited statutes, and otherwise denies the remaining allegations in Paragraph 7. PwC Netherlands further states that it is without knowledge or information sufficient to form a belief as the truth or falsity of plaintiffs' allegations regarding the principal places of business of other defendants. PARTIES 8. To the extent that the allegations in Paragraph 8 are intended as a basis for

liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. A. Plaintiffs3 1-116.4 PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraphs 1 through 116, and, for that reason, denies them. B. Defendants 117. PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 117, and, for that reason, denies them.

3. 4.

To the extent that any of the contents of headings in the Complaint are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. The Complaint contains two sets of allegations numbered 1-8. Accordingly, for the purposes of this Answer, PwC Netherlands conforms its responses to mirror the numbering system used by plaintiffs in the Complaint.

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118.

PwC Netherlands admits that Fairfield Greenwich Limited ("FGL") is a

company incorporated under the laws of the Cayman Islands and registered to do business in New York, and that, at certain times alleged in the Complaint, FGL served as the Investment Manager of Fairfield Sentry and was the General Partner of Greenwich Sentry. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 118, and, for that reason, denies them. 119. PwC Netherlands admits that Fairfield Greenwich (Bermuda) Ltd.

("FGBL") is a corporation organized under the laws of Bermuda, and that FGBL was, at certain times alleged in the Complaint, the Investment Manager for Fairfield Sentry, the Investment Manager and Investment Advisor for Fairfield Sigma and the General Partner of Greenwich Sentry. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 119, and, for that reason, denies them. 120. PwC Netherlands admits that Fairfield Greenwich Advisors LLC ("FGA")

is a Delaware limited liability company, and that, at certain times alleged in the Complaint, FGA provided administrative and other services to the Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 120, and, for that reason, denies them. 121. PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 121, and, for that reason, denies them.

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122.

PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 122, and, for that reason, denies them. 123. PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 123, and, for that reason, denies them. 124. PwC Netherlands admits that Walter M. Noel, Jr. ("Noel") was, at certain

times alleged in the Complaint, affiliated with the Fairfield Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 124, and, for that reason, denies them. 125. PwC Netherlands admits that Jeffrey H. Tucker ("Tucker") was, at certain

times alleged in the Complaint, affiliated with the Fairfield Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 125, and, for that reason, denies them. 126. PwC Netherlands admits that Andres Piedrahita ("Piedrahita") was, at

certain times alleged in the Complaint, affiliated with the Fairfield Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 126, and, for that reason, denies them. 127. PwC Netherlands admits that Amit Vijayvergiya ("Vijayvergiya") was, at

certain times alleged in the Complaint, affiliated with the Fairfield Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 127, and, for that reason, denies them.

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128.

PwC Netherlands admits that Daniel E. Lipton ("Lipton") was, at certain

times alleged in the Complaint, affiliated with the Fairfield Funds. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 128, and, for that reason, denies them. 129-146. PwC Netherlands states that it is without knowledge or information

sufficient to form a belief as to the truth or falsity of the allegations in Paragraphs 129-146, and, for that reason, denies them. 147. Paragraph 147 contains no factual allegations requiring a response. To the

extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to the defendants listed in Paragraphs 124-146 as the "Individual Defendants," and otherwise denies the remaining allegations in Paragraph 147. 148. PwC Netherlands admits that plaintiffs purport to refer to a chart derived

from an exhibit in the Massachusetts Proceeding,5 and refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 148, and, for that reason, denies them. 149. PwC Netherlands admits that plaintiffs purport to refer to a chart derived

from an exhibit in the Massachusetts Proceeding, and refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient

5.

In the Matter of Fairfield Greenwich Advisors LLC and Fairfield Greenwich (Bermuda) Ltd, Docket No. 20090028 (Commonwealth of Massachusetts, Securities Division), Complaint filed Apr. 1, 2009, is herein referred to as "the Massachusetts Proceeding."

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to form a belief as to the truth or falsity of the remaining allegations in Paragraph 149, and, for that reason, denies them. 150. PwC Netherlands admits that plaintiffs refer to FGG, FGL, FGBL, FGA,

FRS, FHC, LFCM, Noel, Tucker, Piedrahita, Vijayvergiya, Lipton, McKeefry, Landsberger, Pulido Mendoza, Smith and Murphy collectively as the "Fairfield Defendants," and assert against them claims for negligent misrepresentation, gross negligence, breach of fiduciary duty and breach-of-contract. Paragraph 150 otherwise alleges conclusions of law as to which no response is required. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 151. PwC Netherlands admits that plaintiffs refer to FGG, FGL, FGBL, FGA,

FRS, Noel, Tucker, Piedrahita, Vijayvergiya, Lipton, and McKeefry collectively as the "Fairfield Fraud Claim Defendants," and assert against them, in addition, claims for fraud. Paragraph 151 otherwise alleges conclusions of law to which no response is required. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Fraud Claim Defendants engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information.

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152.

PwC Netherlands admits that plaintiffs refer to Della Schiava, Toub,

Barrenche, Horn, Boele, d'Hendecourt, Harary, Reyes, Luongo, Griesman, Corina Piedrahita, Blum and Bowes collectively as the "Fairfield Fee Claim Defendants," and assert against them claims for the recovery of certain fees. Paragraph 152 otherwise contains no factual allegations requiring a response. To the extent that a response is deemed to be required, PwC Netherlands denies the remaining allegations in Paragraph 152. 153. PwC Netherlands admits that PricewaterhouseCoopers International

Limited ("PwC International") is a private membership-based company organized under the laws of England and Wales with its registered office in London, England, and that the chairman of PwC International maintains an office in New York, New York, refers the Court to the referenced website for a complete and accurate record of the contents thereof, and otherwise denies the remaining allegations in Paragraph 153. 154. PwC Netherlands admits that PricewaterhouseCoopers LLP ("PwC

Canada") has an office in Ontario, Canada, that it is a member of the network of member firms of PwC International, and that it audited the Funds for the fiscal years-ended December 31, 2006 and 2007, and otherwise denies the remaining allegations in Paragraph 154. 155. PwC Netherlands admits that it is a Dutch legal entity with its registered

office in Amsterdam, The Netherlands, that it is a member of the network of member firms of PwC International, and that it audited Fairfield Sentry for the fiscal years-ended December 31, 2002, 2003, 2004 and 2005, Fairfield Sigma for the fiscal years-ended December 31, 2003, 2004, and 2005 and Greenwich Sentry for the fiscal year-ended December 31, 2005 only, and otherwise denies the remaining allegations in Paragraph 155.

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156.

PwC Netherlands admits that Citco Group Limited ("Citco Group") is a

global organization providing financial services, and that it maintains offices in the United States and elsewhere. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 156, and, for that reason, denies them. 157. PwC Netherlands admits that Citco Fund Services (Europe) B.V. ("Citco

Fund Services") is incorporated in The Netherlands, and that, at certain times alleged in the Complaint, Citco Fund Services served as administrator, registrar, and transfer agent for Fairfield Sentry and Fairfield Sigma, and as administrator for Greenwich Sentry and Greenwich Sentry Partners. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 157, and, for that reason, denies them. 158. PwC Netherlands admits that Citco (Canada), Inc. ("Citco Canada") is a

corporation organized under the laws of Canada, that Citco Canada maintains an office in Toronto, Ontario, and that, at certain times alleged in the Complaint, Citco Canada performed administrative services for Greenwich Sentry and Greenwich Sentry Partners. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 158, and, for that reason, denies them. 159. PwC Netherlands admits that Citco Global Custody N.V. ("Citco Global")

is incorporated in The Netherlands, and that, at certain times alleged in the Complaint, Citco Global served as Custodian and/or Depositary for Fairfield Sentry and Fairfield Sigma. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a

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belief as to the truth or falsity of the remaining allegations in Paragraph 159, and, for that reason, denies them. 160. PwC Netherlands admits that Citco Bank Nederland, N.V., Dublin Branch

("Citco Bank") is a branch of Citco Bank Netherlands N.V., a company organized under the laws of The Netherlands, and operating as a registered branch of that company in the Republic of Ireland, and that, at certain times alleged in the Complaint, Citco Bank served as the Bank, Custodian and/or Depositary for Fairfield Sentry and Fairfield Sigma. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 160, and, for that reason, denies them. 161. PwC Netherlands admits that Citco Fund Services (Bermuda) Limited

("CFSB") is a corporation organized under the laws of Bermuda, and that CFSB maintains offices in Hamilton, Bermuda. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 161, and, for that reason, denies them. 162. Paragraph 162 contains no factual allegations requiring a response. To the

extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs refer to Citco Group, Citco Fund Services, Citco Global, Citco Canada, Citco Bank and CFSB collectively as "Citco," and otherwise denies the remaining allegations in Paragraph 162. 163. PwC Netherlands admits that Brian Francoeur was, at certain times

alleged in the Complaint, affiliated with the Fairfield entities and the Citco entities, and that

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plaintiffs purport to refer to FS PPM-8/14/2006,6 and PwC Netherlands refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 163, and, for that reason, denies them. 164. PwC Netherlands admits that Ian Pilgrim was, at certain times alleged

with Complaint, affiliated with the Fairfield entities and the Citco entities. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 164, and, for that reason, denies them. 165. PwC Netherlands admits that GlobeOp Financial Services, LLC

("GlobeOp") is a Delaware limited liability company, and that, at certain times alleged in the Complaint, it served as the Administrator of Greenwich Sentry. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 165, and, for that reason, denies them. 166. PwC Netherlands admits that Madoff founded his investment company,

BMIS,7 in 1960, that Madoff was criminally convicted and sentenced to imprisonment for federal criminal violations arising from his perpetration of a Ponzi scheme, and that Madoff and BMIS are referenced collectively in the Complaint as "Madoff." To the extent that any allegations in Paragraph 166 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or

6. 7.

Fairfield Sentry Private Placement Memoranda are herein referred to as "FS PPMs," with corresponding dates of issue. Bernard L. Madoff Investment Securities, Inc. is herein referred to as "BMIS."

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should have known at any relevant time that Madoff engaged in any fraudulent or unauthorized conduct. 167. PwC Netherlands admits that on or about December 11, 2008, Madoff was

arrested and subsequently charged, in a criminal complaint, with various federal criminal violations, and that on or about March 12, 2009, Madoff pleaded guilty to certain federal criminal violations and was subsequently sentenced to a term of imprisonment of 150 years, which he is currently serving. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 167. 168. PwC Netherlands admits that, at certain times alleged in the Complaint,

Defendants Noel, Tucker and Piedrahita were affiliated with the Fairfield Funds, and states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 168, and, for that reason, denies them. 169. The allegations in Paragraph 169 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that, at certain times alleged in the Complaint, Madoff served as the sub-custodian for Fairfield Sentry and Greenwich Sentry and that he marketed an investment strategy called the "split-strike conversion method." PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 169, and, for that reason, denies them. 170. PwC Netherlands admits that Fairfield Sentry was incorporated in 1990 as

an international business company in the Territory of the British Virgin Islands ("BVI"), and that

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on July 21, 2009, the Eastern Caribbean Supreme Court in the High Court of Justice of the British Virgin Islands ("BVI Court") ordered that Fairfield Sentry be liquidated, and the BVI Court appointed Kenneth Krys and Christopher Stride as its liquidators. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 170, and, for that reason, denies them. 171. PwC Netherlands admits that Fairfield Sigma was established in 1997 and

offered three classes of shares in foreign currencies (Euro, Singapore Dollar and Yen), that Fairfield Sigma was an international business company organized under the laws of the BVI, that Fairfield Sigma was wholly invested in Fairfield Sentry, that on July 21, 2009, the BVI Court ordered that Fairfield Sigma be liquidated and appointed Kenneth Krys and Christopher Stride as its liquidators, and that plaintiffs purport to quote from F PPM-12/08,8 and PwC Netherlands refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 171, and, for that reason, denies them. 172. PwC Netherlands admits that Greenwich Sentry is a Delaware limited

partnership organized December 27, 1990 under the name Aspen/Greenwich Limited Partnership, that its name was subsequently changed to Greenwich Sentry, L.P., and that, at certain times alleged in the Complaint, Madoff served as the sub-custodian for Greenwich Sentry. PwC Netherlands states that it is otherwise without knowledge or information sufficient

8.

The Fairfield Sigma Private Placement Memoranda are herein referred to as "F PPMs," with corresponding dates of issue.

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to form a belief as to the truth or falsity of the remaining allegations in Paragraph 172, and, for that reason, denies them. 173. PwC Netherlands admits that Greenwich Sentry Partners is a Delaware

limited partnership organized in 2006, and states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 173, and, for that reason, denies them. 174. Paragraph 174 contains no factual allegations requiring a response. To the

extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs collectively refer to the funds identified in Paragraphs 169 through 173 as the "Funds." 175. PwC Netherlands admits that plaintiffs purport to refer to an SEC

Complaint in SEC v. DiPascali (S.D.N.Y., 09 CV 7085), and refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 175, and, for that reason, denies them. 176. Paragraph 176 alleges conclusions of law as to which no response is

required. To the extent that any allegations in Paragraph 176 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to refer to FGBL, FGL, FGA, Noel, Tucker, Piedrahita and the other individual Fairfield Defendants and Fairfield Fee Claim Defendants collectively as "FGG Partners," and states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 176, and, for that reason denies them. 177. The allegations Paragraph 177 are not directed to PwC Netherlands, who,

accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 177

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are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 177, and, for that reason, denies them. 178. The allegations Paragraph 178 are not directed to PwC Netherlands, who,

accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 178 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 178, and, for that reason, denies them. 179. The allegations in Paragraph 179 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 179 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to quote from the FGG brochure "Fairfield Greenwich Group the Firm and Its Capabilities," September 2008, and refers to that document for the contents thereof. PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 179, and, for that reason, denies them. 180. The allegations in Paragraph 180 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 180 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 180, and, for that reason, denies them. 181. The allegations in Paragraph 181 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in

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Paragraph 181 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. To the extent that the allegations in Paragraph 181 regarding certain private placement or confidential offering memoranda ("Placement Memoranda") are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of any Placement Memorandum or audited any Placement Memorandum, PwC Netherlands denies those allegations. 182. The allegations in Paragraph 182 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 182 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. Further, to the extent that the allegations in Paragraph 182 are intended to assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC Netherlands denies those allegations. 183. The allegations in Paragraph 183 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph

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183 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. Further, to the extent that the allegations in Paragraph 183 are intended to assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC Netherlands denies those allegations. 184. The allegations in Paragraph 184 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to the Placement Memoranda referenced in note 1 to Paragraph 184, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 184 regarding the Placement Memoranda are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those Placement Memoranda or audited or reviewed those Placement Memoranda, PwC Netherlands denies those allegations. 185. The allegations in Paragraph 185 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 185 are intended to

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assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 185 regarding the Placement Memoranda referenced in note 1 to Paragraph 184 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those Placement Memoranda or audited or reviewed those Placement Memoranda, PwC Netherlands denies those allegations. 186. The allegations in Paragraph 186 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 186 are intended to assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC Netherlands denies those allegations. 187. The allegations in Paragraph 187 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the Placement Memoranda and other documents referenced in note 2 to Paragraph 187, and PwC Netherlands refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. Further, to the extent that the allegations in Paragraph 187 are intended to assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC

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Netherlands denies those allegations. To the extent that the allegations in Paragraph 187 regarding the Placement Memoranda and other documents referenced in note 2 to Paragraph 187 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those documents or audited those documents, PwC Netherlands denies those allegations. 188. The allegations in Paragraph 188 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 188 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 189. The allegations in Paragraph 189 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 189 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 190. The allegations in Paragraph 190 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this

20

paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to refer to "Semi-Annual Reports" and "Monthly Strategy Reviews," refers to those documents for the contents thereof, and otherwise denies the remaining allegations in Paragraph 190. To the extent that the allegations in Paragraph 190 regarding the "Semi-Annual Reports" and "Monthly Strategy Reviews" are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those "Semi-Annual Reports" and "Monthly Strategy Reviews" or audited or reviewed those "Semi-Annual Reports" and "Monthly Strategy Reviews," PwC Netherlands denies those allegations. 191. The allegations in Paragraph 191 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to and quote from "Fund reports," and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 191 regarding the "Fund reports" are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those "Fund reports" or audited or reviewed those "Fund reports," PwC Netherlands denies those allegations. 192. The allegations in Paragraph 192 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to certain Fund reports listed in Paragraph 191, and refers to those documents for the contents thereof. To the extent that any allegations in Paragraph 192 are intended as a basis for liability on the part of PwC Netherlands,

21

PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. To the extent that the allegations in Paragraph 192 regarding the Fund reports are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those Fund reports or audited or reviewed those Fund reports, PwC Netherlands denies those allegations. 193. The allegations in Paragraph 193 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 193 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 194. The allegations in Paragraph 194 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to documents described as FS July 1, 2003 and FS October 1, 2004 PPM, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 194 regarding the FS July 1, 2003 and FS October 1, 2004 PPM are

22

intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of the FS July 1, 2003 and FS October 1, 2004 PPMs or audited or reviewed the FS July 1, 2003 and the FS October 1, 2004 PPM, PwC Netherlands denies those allegations. 195. The allegations in Paragraph 195 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to Placement Memoranda listed in note 3 to Paragraph 195, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in this paragraph regarding the Placement Memoranda listed in note 3 to Paragraph 195 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those Placement Memoranda or audited or reviewed those Placement Memoranda, PwC Netherlands denies those allegations. 196. The allegations in Paragraph 196 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the December 2008 Fairfield Sentry Limited Standardized Responses and the October 2007 Fairfield Sentry Limited Due Diligence Questionnaire, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 196 regarding the December 2008 Fairfield Sentry Limited Standardized Responses and the October 2007 Fairfield Sentry Limited Due Diligence Questionnaire are intended to

23

assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those documents or audited or reviewed those documents, PwC Netherlands denies those allegations. 197. PwC Netherlands admits that plaintiffs purport to quote from the October

2007 Fairfield Sentry Limited Due Diligence Questionnaire, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 197 are intended to assert, imply or otherwise convey that PwC Netherlands acted negligently, recklessly, knowingly or with intent to defraud, or caused any harm, injury or damages to plaintiffs, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 197 regarding the October 2007 Fairfield Sentry Limited Due Diligence Questionnaire are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of the October 2007 Fairfield Sentry Limited Due Diligence Questionnaire or audited or reviewed the October 2007 Fairfield Sentry Limited Due Diligence Questionnaire, PwC Netherlands denies those allegations. 198. The allegations in Paragraph 198 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the document described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring: FGG's Value-Added Investment Process, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 198 regarding the document described as Fairfield Greenwich Group, Due Diligence and Risk

24

Monitoring: FGG's Value-Added Investment Process are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of that document or audited or reviewed that document, PwC Netherlands denies those allegations. 199. The allegations in Paragraph 199 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from a document described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 199 regarding the document described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of that document or audited or reviewed that document, PwC Netherlands denies those allegations. 200. The allegations in Paragraph 200 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from documents described as Fairfield Greenwich Group: Fairfield Sentry Limited Presentation, May 2006; Fairfield Greenwich Group Fairfield Sentry Limited Presentation, Oct. 2008; Fairfield Sentry Limited October 2008 Update; and Fairfield Greenwich Group, Due Diligence and Risk Monitoring, Apr. 2008, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 200 regarding Fairfield Greenwich Group: Fairfield Sentry Limited Presentation, May 2006;

25

Fairfield Greenwich Group Fairfield Sentry Limited Presentation, Oct. 2008; Fairfield Sentry Limited October 2008 Update; and Fairfield Greenwich Group, Due Diligence and Risk Monitoring, Apr. 2008 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those documents or audited or reviewed those documents, PwC Netherlands denies those allegations. 201. The allegations in Paragraph 201 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the document described as Fairfield Greenwich Group, Investment Process and Risk Management Overview, Apr. 2006, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 201 regarding the document described as Fairfield Greenwich Group, Investment Process and Risk Management Overview, Apr. 2006 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of that document or audited or reviewed that document, PwC Netherlands denies those allegations. 202. The allegations in Paragraph 202 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the documents described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring and Fairfield Greenwich Group: The Firm and Its Capabilities, Sept. 2008, and refers to those documents for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that

26

the allegations in Paragraph 202 regarding the documents described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring and Fairfield Greenwich Group: The Firm and Its Capabilities, Sept. 2008 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those documents or audited or reviewed those documents, PwC Netherlands denies those allegations. 203. The allegations in Paragraph 203 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the document described as Fairfield Greenwich Group, Investment Process and Risk Management Overview, Apr. 2006, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 203 regarding the document described as Fairfield Greenwich Group, Investment Process and Risk Management Overview, Apr. 2006 are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of that document or audited or reviewed that document, PwC Netherlands denies those allegations. 204. The allegations in Paragraph 204 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to quote from the document described as Fairfield Greenwich Group, Due Diligence and Risk Monitoring, and refers to that document for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. To the extent that the allegations in Paragraph 204 regarding the Fairfield Greenwich Group, Due

27

Diligence and Risk Monitoring are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of that document or audited or reviewed that document, PwC Netherlands denies those allegations. 205. The allegations in Paragraph 205 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to the documents cited in Paragraphs 194-204 and the footnotes thereto, and refers to those documents for the contents thereof. To the extent that any allegations in Paragraph 205 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. To the extent that the allegations in Paragraph 205 regarding the documents cited in Paragraphs 194-204 and the footnotes thereto are intended to assert, imply or otherwise convey that PwC Netherlands made any statement by or through the publication of those documents or audited or reviewed those documents, PwC Netherlands denies those allegations. 206. The allegations in Paragraph 206 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 206 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands states that it is without knowledge or information sufficient to form a belief as to the truth or falsity of the allegations in Paragraph 206, and, for that reason, denies them. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had

28

engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 207. The allegations in Paragraph 207 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that a response is deemed to be required, PwC Netherlands admits that plaintiffs purport to refer to internal FGG emails, and refers to those emails for the contents thereof. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. 208. The allegations in Paragraph 208 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to quote from internal FGG emails, refers to those emails for the contents thereof, and states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 208, and, for that reason, denies them. 209. The allegations in Paragraph 209 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to quote from internal FGG emails, refers to those emails for the contents thereof, and states that it is otherwise without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining allegations in Paragraph 209, and, for that reason, denies them.

29

210.

The allegations in Paragraph 210 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 211. The allegations in Paragraph 211 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 212. The allegations in Paragraph 212 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or

30

disseminated any false or misleading statement or any statement that omitted material information. 213. The allegations in Paragraph 213 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to refer to the Consent Order in the Massachusetts Proceeding dated Sept. 8, 2009, refers to that document for the contents thereof, and otherwise denies the remaining allegations in Paragraph 213. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 214. The allegations in Paragraph 214 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to refer to the Consent Order in the Massachusetts Proceeding dated Sept. 8, 2009, refers to that document for the contents thereof, and otherwise denies the remaining allegations in Paragraph 214. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information.

31

215.

The allegations in Paragraph 215 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. 216. The allegations in Paragraph 216 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in this paragraph are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. 217. The allegations in Paragraph 217 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 217 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to the conclusions of the Court in the Anwar II Order, which reads in pertinent part: Plaintiffs have failed to point to any red flags that the PwC Member Firms, which, as the Stephenson court also noted, were engaged to audit the Funds and not BMIS, ignored that evidences their conscious recklessness to the underlying Ponzi scheme that "approximate[s] an actual intent to aid

32

in the fraud being perpetrated by the audited company." Rothman v. Gregor, 220 F.3d 81, 98 (2d Cir. 2000) (quotation marks omitted). (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 218. The allegations in Paragraph 218 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 218 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands admits that plaintiffs purport to refer to the "BLM Operational Due Diligence" memorandum dated October 2, 2008, refers to that document for the contents thereof, and otherwise denies the remaining allegations in Paragraph 218. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to the conclusions of the Court in the Anwar II Order. (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 219. The allegations in Paragraph 219 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 219 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to

33

the conclusions of the Court in the Anwar II Order. (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 220. The allegations in Paragraph 220 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 220 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to the Court's conclusions in the Anwar II Order. (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 221. The allegations in Paragraph 221 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 221 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to the Court's conclusions in the Anwar II Order. (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 222. The allegations in Paragraph 222 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 222 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies

34

those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red flags," and refers to the Court's conclusions in the Anwar II Order. (Anwar II Order dated Aug. 18, 2010 at 174 ¶ 1.) 223. The allegations in Paragraph 223 are not directed to PwC Netherlands,

who, accordingly, has no obligation to respond. To the extent that any allegations in Paragraph 223 are intended as a basis for liability on the part of PwC Netherlands, PwC Netherlands denies those allegations. PwC Netherlands further denies that it knew or should have known at any relevant time that the Fairfield Defendants had engaged in any fraudulent or unauthorized conduct, or created, published and/or disseminated or caused to be created, published and/or disseminated any false or misleading statement or any statement that omitted material information. PwC Netherlands further denies that it was aware of any "red