Motion for approval - w_ AK edits35837785_2_.DOC

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

CASE NO. 03-80612 CIV-MARRA/JOHNSON

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

MICHAEL LAUER, LANCER MANAGEMENT GROUP, LLC, and LANCER MANAGEMENT GROUP II, LLC,

Defendants,

and

LANCER OFFSHORE, INC., LANCER PARTNERS, LP, OMNIFUND, LTD., LSPV, INC., and LSPV, LLC,

Relief Defendants./

RECEIVER’S MOTION TO APPROVE SETTLEMENT ANDCOOPERATION AGREEMENT WITH DEFENDANTS

MILTON H. BARBAROSH AND STENTON LEIGH CAPITAL CORP.

EXPEDITED RELIEF REQUESTED: BARBAROSH IS BEING SENTENCED IN HIS CRIMINAL ACTION ON JULY 22, 2011 AND HAS REQUESTED THAT THIS SETTLEMENT BE APPROVED BEFORE THAT DATE. THE RECEIVER HAS AGREED TO REQUEST THAT THIS COURT CONSIDER THE MOTION BEFORE THE SENTENCING DATE AND REQUESTS ENTRY OF AN APPROVAL ORDER BEFORE JULY 22, 2011 IF POSSIBLE, AND THAT THE TIME FOR NOTICE AND REPLIES UNDER LOCAL RULE 7.1 BE SHORTENED TO ACCOMMODATE THIS REQUEST.

Marty Steinberg, Esq. (the “Plaintiff” or “Receiver”), as Court-appointed Receiver for

Lancer Management Group, LLC (“LMG”), Lancer Management Group II, LLC (“LMG II”),

Case 9:03-cv-80612-KAM Document 2456 Entered on FLSD Docket 07/08/2011 Page 1 of 23

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Lancer Offshore, Inc. (“Offshore”), Omnifund, Ltd. (“Omnifund”), LSPV, Inc. (“Offshore

LSPV”), LSPV, LLC (“Partners LSPV”), Alpha Omega Group, Inc. (“AOG”), CLR Associates,

LLC (“CLR”), and G.H. Associates, LLC (“GHA”) (collectively, the “Receivership Entities”),

and formerly the responsible person for Lancer Partners, L.P. (“Partners” and together with the

Receivership Entities, the “Lancer Entities”), through his undersigned counsel, hereby files his

Motion to Approve Settlement and Cooperation Agreement With Defendants Milton H.

Barbarosh (“Barbarosh”) and Stenton Leigh Capital Corp. (“Stenton Leigh”) and seeks the entry

of an order, substantially in the form annexed hereto as Exhibit A (the “Proposed Order”),

pursuant to the “All Writs Act,” 28 U.S.C. § 1651(a), approving the settlement set forth herein,

and authorizing the Receiver to enter into and perform his obligations under that certain

Settlement and Cooperation Agreement dated July 7, 2011, (the “Settlement Agreement”), a true

and complete copy of which is annexed hereto as Exhibit B. In support of this Motion, the

Receiver respectfully represents the following.

I. BACKGROUND FACTS AND PROCEDURAL HISTORY

1. On July 8, 2003, the Securities and Exchange Commission (the “SEC”) filed a

Complaint for Injunctive and Other Relief against Michael Lauer (“Lauer”) and the Receivership

Entities (other than AOG, CLR and GHA), based upon certain alleged bad acts, including

violations of various securities laws, commencing the above-styled case (the “Enforcement

Action”) before the United States District Court for the Southern District of Florida (the “District

Court”).

2. On July 10, 2003, the District Court entered an Order Appointing Receiver (the

“Receivership Order”), which appointed Marty Steinberg, Esq. as the receiver for: (i) LMG; (ii)


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LMG II;1 (iii) Offshore; (iv) Omnifund; (v) Offshore LSPV; and (vi) Partners LSPV.2 Paragraph

2 of the Receivership Order directs the Receiver to:

Investigate the manner in which the affairs of LMG, LMG II, Offshore, Omnifund, Offshore LSPV, and Partners LSPV were conducted and investigate such actions and legal proceedings, for their benefit and on their behalf, and on behalf of the Funds’ investors and other creditors, as the Receiver deems necessary....

3. On April 16, 2003, Partners filed a bankruptcy petition under Chapter 11 of the

United States Bankruptcy Code before the United States Bankruptcy Court for the District of

Connecticut (the “Connecticut Bankruptcy Court”).3 On July 24, 2003, the Connecticut

Bankruptcy Court entered an Order recognizing the Receiver as the responsible person for

Partners by virtue of the Receiver’s control of LMG II, Partners’ general partner (the “July 24

Order”). The July 24 Order and the Receivership Order each empowers the Receiver to initiate

litigation against various insiders of the Funds on behalf of the Lancer Entities.

4. On September 3, 2003, the District Court entered an order expanding the scope of

the Receivership Order to include AOG and GHA as Receivership Entities (the “Order

Extending Receivership”). The Order Extending Receivership also empowers the Receiver to

bring the Insider Action on behalf of AOG and GHA.

5. On December 3, 2003, the District Court entered an order granting the Receiver’s

Motion for Reappointment (the “Reappointment Order”). Between December 3, 2003 and

December 13, 2003, the Receiver filed a copy of the Reappointment Order in every United States

1 The Receiver refers to LMG and LMG II collectively as the “Management Companies.” Terms not defined herein shall have the meanings ascribed to them in the Second Amended Complaint [DE 358] filed in the case styled Receiver of Lancer Management Group LLC et al. v. Michael Lauer et al., Case No. 05-60584-CIV-MARRA/JOHNSON (the “Insider Action”).

2 Offshore, Omnifund, Partners, Offshore LSPV, and Partners LSPV are hereinafter referred to collectively as the “Funds”.

3 The Partners’ bankruptcy case is now pending before the United States Bankruptcy Court for the Southern District of Florida, Case Number 06-11721-BKC-JKO.


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judicial district in compliance with 28 U.S.C. § 754. The Reappointment Order similarly

empowers the Receiver to bring the Insider Action on behalf of the Lancer Entities.

6. On April 15, 2005, the Receiver filed his Complaint against several insiders of the

Lancer Entities, including Barbarosh and Stenton Leigh, initiating the Insider Action. On April

15, 2008, the Receiver filed his Second Amended Complaint. By the Second Amended

Complaint, the Receiver seeks damages, on behalf of the Lancer Entities, for the misconduct of

Lauer and various other defendants, including Barbarosh and Stenton Leigh. Specifically, the

Receiver alleges counts against Barbarosh and Stenton Leigh for aiding and abetting breach of

fiduciary duty (Count III); unjust enrichment (Count IV); professional malpractice (Count V);

breach of contract (Count VI); and equitable restitution under ERISA §§ 502(a)(3) and 502(I)

(Count IX).

7. The Receiver commenced the Insider Action on behalf of the Lancer Entities

against Lauer and his business and personal associates, including Barbarosh and Stenton Leigh,

for their alleged fraudulent actions that improperly depleted the assets of the Funds primarily for

their own benefit. Among other things, the Receiver alleges that Barbarosh and Stenton Leigh

breached their fiduciary duties to use reasonable care in providing business valuation and

appraisal services to the Funds. The Receiver alleges that Barbarosh and Stenton Leigh

dramatically overstated the value of certain Lancer-Controlled Shells, and that Barbarosh and

Stenton Leigh acted in a misleading manner and either failed to perform sufficient research and

obtain adequate information to prepare their appraisals, or acted negligently and carelessly by

misapplying the facts. The Insider Action was initiated on behalf of all the Funds and asserts

claims for damages caused directly to the Funds by Lauer, Barbarosh, Stenton Leigh, and the


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other defendants, as opposed to any damages that Lauer, Barbarosh, Stenton Leigh, and the other

defendants may have caused to the Funds’ investors and creditors.

8. The unliquidated damages sustained by the Lancer Entities due to the misconduct

of Lauer and the other defendants in the Insider Action are significant, and the Receiver alleges

that Barbarosh and Stenton Leigh are partially responsible for the losses.

9. Barbarosh and Stenton Leigh denied all material allegations raised by the

Receiver in the Insider Action.

10. On August 15, 2008, the Receiver filed his Sixth Amended Complaint against

numerous defendants including Stenton Leigh in the District Court (Case No. 04-60899-CIV-

MARRA) (the “Alpha Fifth Action”). Pursuant to the Alpha Fifth Action, the Receiver seeks,

among other things, the recovery of $390,483.47 in alleged fraudulent transfers made to Stenton

Leigh by the Lancer Entities.

11. Stenton Leigh denied all material allegations raised by the Receiver in the Alpha

Fifth Action.

12. Barbarosh is an individual resident of Boca Raton, Florida. Barbarosh is the

president, sole director, and a beneficial owner of Stenton Leigh, the vehicle through which he

performed business valuations and appraisal services for the Lancer Entities.

13. As a result of Barbarosh’s and Stenton Leigh’s action or inaction, as the case may

be, the Funds have been allegedly damaged in a number of ways as more fully described in the

Second Amended Complaint in the Insider Action and the Sixth Amended Complaint in the

Alpha Fifth Action.

14. On or about January 29, 2008, the United States of America (“U.S.A.”) indicted

Barbarosh and certain other Lancer Entities’ insiders for conspiracy to commit wire, mail and


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securities fraud (Count 1) and wire fraud (Counts 2-7) (the “Indictment”) in a criminal case

styled United States of America v. Michael Lauer, et al., Case No. 08-20071-CR-JORDAN

pending before the United States District Court for the Southern District of Florida (the

“Criminal Case”). A true and correct copy of the Indictment is attached hereto as Exhibit C.

15. On or about May 11, 2010, Barbarosh plead guilty to Count 1 of the Indictment in

the Criminal Case. Shortly thereafter, Barbarosh and the U.S.A. entered into a Plea Agreement

in the Criminal Case based upon willful blindness. A true and correct copy of the Plea

Agreement is attached hereto as Exhibit D.

16. Barbarosh and Stenton Leigh generally deny the Receiver’s allegations and do not

admit civil liability to the Receiver as a result of the allegations against Barbarosh and Stenton

Leigh in the Insider Action and the Alpha Fifth Action.

17. Based upon certain representations made by Barbarosh and Stenton Leigh related

to their inability to pay a substantial settlement, and Barbarosh’s ability as an alleged former

insider of the Lancer Entities to assist the Receiver in his investigation and prosecution of certain

litigation, the Receiver, the Liquidating Trustee, Barbarosh and Stenton Leigh have entered into

the Settlement Agreement subject to District Court and Bankruptcy Court approval.

II. THE SETTLEMENT AGREEMENT

18. The Receiver, on behalf of the Lancer Entities, the Liquidating Trustee, and

Barbarosh and Stenton Leigh, recently conducted extensive settlement negotiations culminating

in a settlement, subject only to court approval that resolves the Insider Action and the Alpha

Fifth Action against Barbarosh and Stenton Leigh on the terms and provisions articulated in the

Settlement Agreement. In reaching that compromise, the Receiver exercised his sound business


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judgment and determined that it is in the best interest of the Lancer Entities and their creditors to

enter into the Settlement Agreement.

19. The following is a summary of the material terms and conditions of the

Settlement Agreement:4

• In satisfaction of all of the Receiver’s and the Liquidating Trustee’s claims against Barbarosh and Stenton Leigh in the Insider Action and the Alpha Fifth Action, Barbarosh and Stenton Leigh shall pay the Receiver $150,000.00 in the aggregate (the “Settlement Amount”) payable as follows: an initial payment of $75,000.00, to be paid to the Receiver upon the execution of this Settlement Agreement, which initial installment shall be held in trust by Barbarosh’s counselpending entry of final and non-appealable orders by the District Court and the Bankruptcy Court (the “Final Orders”); plus six subsequent successive monthly payments of $12,500.00 each to be made commencing on the later of July 1, 2011or 30 days from the date of the Final Orders. The Settlement Amount shall be distributed between the Receiver and the Liquidating Trustee as follows: Receiver - $127,500.00; Liquidating Trustee - $22,500.00. The Settlement Amount distributed to the Receiver and the Liquidating Trustee is net of the claims that the Receiver’s and the Liquidating Trustee’s respective estates hold against each other.

• The Receiver and the Liquidating Trustee agree that any funds Barbarosh pays to the Receiver under this settlement shall be credited against any restitution obligation to the Probation Department of the United States Attorney’s Office for the Southern District of Florida upon approval by the District Court in the Criminal Case.

• Barbarosh and Stenton Leigh consent to the entry of a civil judgment against them jointly and severally for the respective amounts sought by the Receiver on behalf of the Lancer Entities in the Insider Action (the “Insider Judgment”). The amount of the Insider Judgment shall be equal to the amount of restitution ordered against Barbarosh in the Criminal Case, if any, provided, however, that the amount of the Insider Judgment shall be not less than $150,000.00.

• Stenton Leigh consents to the entry of a civil judgment against it for the respective amounts sought by the Receiver on behalf of the Lancer Entities in the Alpha Fifth Action in the amount of $500,000.00 (the “Alpha Fifth Judgment,” and together with the Insider Judgment, the “Judgments”).

4 The following summary is entirely qualified by the Settlement Agreement. It is the Settlement Agreement and not this Motion that governs the rights and obligations of the parties regarding the settlement and compromise. If there is any conflict between the Settlement Agreement and the terms and conditions summarized in this Motion, the Settlement Agreement shall control.


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• The Receiver shall retain possession of, but shall not record, the Judgments pending his receipt of the final payment of the Settlement Amount and confirmation that the information, documents, financial statements, Financial Affidavit (as hereinafter defined) and Proffer provided by Barbarosh and Stenton Leigh are true and accurate and not otherwise materially misleading, false or incorrect. The Receiver shall have two years from the date of entry of the Final Orders to review the information provided by the Barbarosh Entities. At the expiration of such period, the Receiver shall waive the Judgments unless the Receiver has filed a motion with the District Court seeking an extension of the deadline for cause, and affording the Barbarosh Entities an opportunity to respond.

• To the extent not already provided, Barbarosh and Stenton Leigh agree to provide, to the extent available, to the Receiver upon execution of the SettlementAgreement: (i) current personal financial and corporate statements and copies of federal income tax returns for the tax years 2003-2010 inclusive; (ii) independent sworn financial affidavits (the “Financial Affidavits”) affirming and disclosing their current financial condition, including, without limitation, the extent of their respective assets, income, net worth and all property transfers equal to or greater than $10,000 in value or amount from January 1, 2003 through the present, and (iii) Barbarosh and Stenton Leigh shall use their best efforts to provide any additional financial disclosure when requested by the Receiver in writing for any other periods. Assuming full disclosure of their financial condition as of the date of the Settlement Agreement, any future change in financial condition of Barbarosh or Stenton Leigh shall not be taken into account in determining Barbarosh’s ability to pay, the truthfulness of his financial condition as represented, or a violation of the Settlement Agreement.

• In the event Barbarosh or Stenton Leigh fails to make any of the payments due under the Settlement Agreement, or if Barbarosh fails to cooperate as set forth in the Settlement Agreement or if the Receiver discovers any material inaccuracies or misrepresentations regarding the information contained in the personal financial and corporate statements or in the Financial Affidavits, upon the expiration of ten (10) days prior written notice to Barbarosh or Stenton Leigh allowing for a cure of any default, the Receiver may record and execute upon the Judgments entered against them forthwith. The notice shall specify the nature of the default(s) and the form of an acceptable cure of the default(s). Barbarosh shall be entitled to judicially contest any determination by the Receiver that he or Stenton Leigh has breached the terms of the Settlement Agreement. The Receiver will have two (2) years from the date of entry of the Final Orders to provide a notification to Barbarosh or Stenton Leigh that the Receiver has discovered material inaccuracies or misrepresentations regarding the information contained in the personal financial and corporate statements or in the Financial Affidavits.

• Upon his receipt of the Settlement Amount, and confirmation of the accuracy of the information documents, financial and corporate statements, Financial Affidavits, and Proffer, the Receiver shall deliver to Barbarosh and Stenton Leigh


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the original Judgments and, a Satisfaction of Judgment, and provided Barbarosh and Stenton Leigh are otherwise in compliance with the terms of the Settlement Agreement, execute and deliver releases to Barbarosh and Stenton Leigh.

• Barbarosh and Stenton Leigh shall continue to provide truthful and complete information and testimony, in addition to the production of documents, records and other evidence, if and/or when called upon by the written request of theReceiver or his professionals, whether in interviews, for a sworn statement, in depositions, trial or any other court proceeding. If able to do so, Barbarosh and Stenton Leigh shall appear at depositions, hearings, trials and other judicial proceedings and at meetings and interviews as required by the Receiver or his counsel. In the event of incarceration, the Receiver shall petition the Court to enable Barbarosh to present himself for cooperation with the Receiver.

• Barbarosh and Stenton Leigh shall not intentionally seek to protect any person or entity through false or misleading information or omissions, and likewise shall not falsely implicate any person or entity.

III. MEMORANDUM OF LAW

The “All Writs Act,” 28 U.S.C. § 1651(a), provides a district court with the authority to

enter orders that protect its jurisdiction and ensure enforcement of its orders. See 28 U.S.C.

§ 1651(a) (2003). Section 1651(a) provides:

The Supreme Court and all courts established by Act of Congress may issue all writs necessary or appropriate in aid of their respective jurisdictions and agreeable to the usages and principals of law.

Id. Section 1651(a) provides a district court with a “legislatively approved source of procedural

instruments designed to achieve ‘the rational ends of the law’.” See United States v. New York

Telephone Co., 434 U.S. 159, 172 (1977). Pursuant to § 1651(a), a district court, unless

specifically confined by Congress, “may avail itself of all auxiliary writs as aids in the

performance of its duties, when the use of such historic aids is calculated in its sound judgment

to achieve the ends of justice entrusted to it.” See id. (quoting Adams v. United States ex rel

McCann, 317 U.S. 269, 273 (1942)). The authority granted to a district court under § 1651(a)

should be applied flexibly where in conformity with these principals. See id.


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The Court’s utilization of the All Writs Act in the instant case is particularly appropriate

as the Settlement Agreement will implement this Court’s directive articulated in the Receivership

Order. The Receivership Order authorizes the Receiver to “institute such actions and legal

proceedings” against third parties on behalf of the Receivership Entities and to “compromise or

settle [these] legal actions.” See Receivership Order at ¶¶ 2, 6. Moreover, the Receiver may

enter into “agreements as may be reasonable, necessary and advisable in discharging the

Receiver’s duties.” See id. at ¶ 8. The Settlement Agreement, which settles the Insider Action

and the Alpha Fifth Action against Barbarosh and Stenton Leigh, enables the Receiver to

discharge his duty on behalf of the Lancer Entities in a just and efficient manner.

A. The Receivership Order Authorizes Approval of the Settlement Agreement

In considering whether to approve a settlement brokered by an equity receiver, a district

court will examine the parameters of the receivership order’s mandate. In SEC v. Credit

Bancorp, Ltd., 2001 WL 1658200 at *2 (S.D.N.Y. Dec. 27, 2001), when faced with a federal

equity receiver’s motion to approve a settlement with a creditor, the court held that “[i]t is

enough that the Receiver’s request for settlement falls well within the broad discretion granted to

him by the January 2000 Order and the ordinary powers of a receiver.” In that case, the January

2000 Order authorized the receiver to “investigate, prosecute, … compromise and adjust actions

in any state, federal or foreign court or proceeding of any kind as may in his sole discretion be

advisable to or proper to recover or conserve funds, assets, or property of Credit Bancorp.”

Id. at *1. The court reasoned that this comports with the ordinary practice of receivers: “[T]he

receiver has the power, when so authorized by the court, to compromise claims either for or

against the receivership and whether in suit or not in suit.” Credit Bancorp, 2001 WL 1658200

at *2 (quoting 3 Ralph Ewing Clark, A Treatise on the Law and Practice of Receivers, § 770

(3d ed. 1959)). Subsequently, in SEC v. Credit Bancorp, Ltd., 2002 WL 1792053 at *4 -*5


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(S.D.N.Y. Aug. 2, 2002), the court approved another receiver settlement with broker-dealers

because it was within the receiver’s discretion based on the January 2000 Order and the ordinary

practice for receivers.

Similar to the Credit Bancorp receivership order, this Court’s Receivership Order

empowers the Receiver to “institute such actions and legal proceedings … [to recover]

wrongfully, illegally or otherwise improperly misappropriated or transferred monies or other

proceeds directly or indirectly traceable from investors in the Funds” against third parties “as the

Receiver deems necessary” and to “defend, compromise or settle legal actions.” See

Receivership Order at ¶¶ 2, 6. The Receivership Order also directs the Receiver to make “such

agreements as may be reasonable, necessary and advisable in discharging the Receiver’s duties.”

See id. at ¶ 8. The Receiver has executed the Settlement Agreement as he deems it essential to

the resolution of the Receiver’s claims, and it comports with the ordinary practice of receivers.

Therefore, the Settlement Agreement falls squarely within the Receiver’s mandate from this

Court. Accordingly, the Court should approve the Settlement Agreement. See SEC v. Credit

Bancorp, Ltd., 2001 WL 1658200 at *2; SEC v. Credit Bancorp, Ltd., 2002 WL 1792053 at *4 -

*5.

B. The Terms of the Settlement Agreement Meetthe Standards for Approval under Applicable Law

In Sterling v. Stewart, 158 F.3d 1199, 1203 (11th Cir. 1998), the United States Court of

Appeals for the Eleventh Circuit addressed the fairness of a receiver’s settlement of claims. In

Sterling, shareholders appealed the district court’s approval of a settlement proposed by a

receiver that terminated their derivative suit. Id. at 1200-01. The shareholders argued that the

district court erred because it did not apply “vigorous scrutiny” in evaluating the receiver’s

settlement as required by Delaware law, but instead relied upon the less stringent standards


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articulated in Cotton v. Hinton, 559 F.2d 1326, 1330 (5th Cir. 1977) (stating that the “District

Court must find that the settlement is fair, adequate, and reasonable”) and the six-factor test for

fairness under Bennett v. Behring Corp., 737 F.2d 982 (11th Cir. 1984). In evaluating whether

the settlement was fair, the district court examined: (1) the likelihood of success at trial; (2) the

range of possible recovery; (3) the point on or below the range of possible recovery at which

settlement is fair, adequate, and reasonable; (4) the complexity, expense, and duration of the

litigation; (5) the substance and amount of opposition to the settlement; and (6) the stage of

proceedings at which the settlement was achieved. See id. at 1204 n.6 (citing Bennett, 737 F.2d

at 986). The Sterling court affirmed the receiver’s settlement after it considered the extensive

discovery conducted by the receiver, the receiver’s analysis of the underlying facts, the

defendants’ defenses, and the shareholders’ presentations at the fairness hearing. See id.

In this case, the Settlement Agreement is equally fair, adequate, and reasonable. See

Cotton, 559 F.2d at 1330. All applicable Bennett factors favor approval of the Settlement

Agreement. The cases against Barbarosh and Stenton Leigh are factually and legally complex.

The Receiver has conducted an extensive and thorough investigation of the facts and legal issues

alleged in the Insider Action and the Alpha Fifth Action which spanned a period of several years,

and included, more than 110 witness interviews. Under these circumstances, obtaining

judgments against Barbarosh and Stenton Leigh at trial would be both, time consuming and

expensive. Moreover, under the Settlement Agreement, Barbarosh and Stenton Leigh are

consenting to civil judgments, Barbarosh through his Financial Affidavit has represented his

insubstantial net worth to the Receiver, and Barbarosh continues to be obligated to cooperate

with the Receiver in his continuing investigation and pending litigations. Even assuming a total

victory at trial, the Receiver cannot improve upon the Funds’ recovery from Barbarosh and


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Stenton Leigh much more than the recovery provided under the terms of the Settlement

Agreement. Hence, this settlement saves the Receivership Estates exponential discovery, motion

practice and trial costs.

In applying the Bennett standard, the probability of any litigation resulting in a similar or

better outcome than the proposal delineated in the Settlement Agreement weighs heavily in favor

of approving the Settlement Agreement. The costs and attorneys’ fees associated with

continuing to litigate this matter will be significant. Further, assuming the Receiver is successful

and obtains judgments against Barbarosh and Stenton Leigh, the continued litigation expense

will further deplete the unencumbered assets currently available to Barbarosh and Stenton Leigh

and diminish the collectability of any judgments.

Because greater expense, inconvenience and delay will be needlessly incurred by the

Lancer Entities if the Barbarosh and Stenton Leigh settlement is not approved and consummated,

the Court should approve the Settlement Agreement in its entirety as being in the best interest of

the Receivership Estates.

WHEREFORE, based upon the foregoing reasons, the Receiver respectfully requests

that the Court: i) enter an order substantially in the form attached hereto as Exhibit A; ii) grant

the relief requested by this Motion; iii) approve the compromise between the Parties as more

fully described in the attached Settlement Agreement; and iv) grant the Receiver such other and

further relief as the Court deems just and proper.


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Dated: July 8, 2011Miami, Florida

HUNTON & WILLIAMS LLPCounsel for the Receiver1111 Brickell Avenue - Suite 2500Miami, FL 33131Tel: (305) 810-2500Fax: (305) 810-2460

/s/ Andrew KamenskyJuan C. Enjamio (FBN 571910)Andrew Kamensky (FBN 127574)


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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was furnished via

First Class U.S. Mail and Electronic Mail upon the parties set forth on the Master Service List

this 8th day of July, 2011.

/s/ David BaneDavid Bane

64036.000002 EMF_US 35837785v2


LANCER RECEIVERSHIP CASE NO. 03-80612-MARRA/JOHNSON

MASTER SERVICE LIST

Christopher MartinSenior Trial CounselU.S. Securities & Exchange Commission801 Brickell Avenue - Suite 1800Miami, Fl 33131

Michael Lauer101 West End Ave., Apt. 8PNew York, New York 10023

Kjetil MyhrvoldTrygVesta ForsikringFolke Bernadottesvei 50 P.O. Box 7070 NO - 5020 Bergen Norway

Kenneth G. M. Mather, Esq.Hinshaw & Culbertson100 S. Ashley DriveSuite 830Tampa, Florida 33602-5348

James SowkaOffice of the Assistant United States Trustee51 SW 1st Avenue - Suite 1204Miami, FL 33130

Ms. Nina FiskaaenController, Nordea Liv Norge ASFolke Bernadottes vei 385147 Fyllingsdalen1201 Bergen - NORWAY

Gregory L. McClellandMcClelland & Anderson LLP1305 S. Washington AvenueSuite 102Lansing, MI 48910

Paul GentilozziRocketsports, Inc.3400 West RoadEast Lansing, MI 48823

David Blaylock, Esq.Glankler Brown, PLLCOne Commerce Square, Suite 1700Memphis, Tennessee 38103Counsel for George R. Pidgeon, Sr.

Trisha D. SindlerSpecial CounselU.S. Securities & Exchange Commission801 Brickell Avenue - Suite 1800Miami, Fl 33131

Jimmy Tsaknic/o Shari A. Brandt, Esq.Richard Spears Kibbe & Orbe, LLPOne World Financial CenterNew York, NY 10281

Mr. Morton Sherman560 Landsdowne AvenueWestmount (Quebec)H3Y 2V6

Frank P. TerzoGrayRobinson, P.A.1221 Brickell Avenue, Suite 1600 Miami, Florida 33131

Sheldon TollLaw Office of SHELDON S. TOLL PLLC 2000 Town Center, Suite 2100Southfield, MI 48075

Noah J. Schafler, Esq.The Law Offices of David W. Rubin600 Summer Street, Suite 201Stamford, CT 06901

Kenneth B. Robinson, Esq.Rice, Pugatch, Robinson & Schiller, P.A.101 NE Third Avenue, Suite 1800Fort Lauderdale, FL 33301

Robert M. Dombroff, Esq.Jonathan Alter, Esq.Bingham McCutchen LLPOne State StreetHartford, CT 06103

Barry E. SteinerLadenburg Thalman & Co.4400 Biscayne Blvd. 14th FloorMiami, FL [email protected]

Ronald B. Ravikoff, Esq.Matthew T. Davidson, Esq.Akerman SenterfittOne Southeast Third Avenue25th FloorMiami, FL 33131-1714

Jane Serene RaskinRaskin & Raskin866 S Dixie HwyCoral Gables, FL 33146

Counsel for Dean M. Willard

Joshua W. CohenCummings & Lockwood1 Audubon St., Suite 601New Haven, CT 06511

Jonathan M. BorgPiteny Hardin Kipp & Szuch LLP7 Times SquareNew York, NY 10036-7311

Thomas D. GoldbergDay, Berry & Howard LLPOne Canterbury GreenStamford, CT 06901

Barbara H.KatzLaw Office of Barbara H. Katz57 Trumbull StreetNew Haven, CT 06510

Michael R. MagasinLaw Offices of Michael R. Magasin3415 south Sepulveda BoulevardPenthouse Suite 1200Los Angeles, CA 90034-6072

Joseph P. MoodheDebevoise and Plimpton919 Third AvenueNew York, NY 10022

Harold E. SchimkatUS Attorneys Office99 North East 4th Street4th FloorMiami, Fl 33132


Thomas Hanusik, Esq.Criminal Division1400 New York Avenue NWWashington, D.C. 20530

Thaddeus E. Delonis, CPA290 Towne Center DriveTroy, MI 48084 -1774

Timothy W. WalshPiper Rudnick LLP1251 Avenue of the AmericasNew York, NY 10020-1104

Garry M. Graberc/o Joseph Galda, Esq.Corsair Advisors, Inc.497 Delaware AvenueBuffalo, NY 14202

Leonard H. Hecht1270 Avenue of the Americas Suite 214New York, NY 10020

W. Todd Boyd, Esq.Boyd Mustelier Smith & Parker, P.L.100 S.E. Second Street. 36th FloorMiami, Florida 33131

Laura E. WardDLA Piper LLP (US)100 N. Tampa Street, Suite 2200Tampa, FL 33602Counsel for Stamford Resources (US) Ltd.

David Newmanc/o Timothy E. Hoeffner1500 Market street38th FloorPhiladelphia, PA 19102-2186

Lawrence S. Block, Esq.Kenmar Group Inc.900 King Street, Suite 100Rye Brook, NY 10573Counsel for Kenmar Advisory Corp., and Kenmar Management Ltd.

Meghan M. HartSeyfarth Shaw, LLPWorld Trade Center EqastTwo Seaport LaneBoston, MA 02210Counsel for Dean M. Willard

Kenneth Marcus255 East 49 StreetApartment 8BNew York, NY 10017

Zi Corporation c/o Milos DjokovicZi Corporation of Canada, Inc.Suite 2100, 840 - 7 Avenue SWCalgary, Alberta, T2P 3G2 Canada

Burnett, Duckworth & Palmer LLP c/o Doug A. McGillivraySuite 1400, 350-7 Avenue SWCalgary, Alberta, Canada T2P 3N9

Michael LobsingerBay No. 4, 12110 40th Street SECalgary, Alberta, Canada T2Z 4K6

Mark S. GregoryDelphine W. Knight BrownKelley Drye & Warren LLPTwo Stamford Plaza281 Tresser BoulevardStamford, CT 06901

Robert B. LovettSeyfarth Shaw, LLPWorld Trade Center East, Suite 300Two Seaport LaneBoston, MA 02210Counsel for Dean M. Willard

Patricia BearyOffice of the U.S. TrusteeOne Century Tower, Suite 1103265 Church StreetNew Haven, CT 06510

Zi CorporationAttn: PresidentSuite 2100, 840 - 7 Avenue SWCalgary, Alberta Canada T2P 3G2

James M. Nugent, Esq.KFP Investors PartnershipJames M. NugentHarlow, Adams & Friedman, P.C.300 Bic DriveMillford, CT 06460

Clayton CunninghamP.O. Box 1796 El Segundo, CA 90245Returned mail


Michael Lauer, pro se101 West End Ave., Apt. 8PNew York, New York [email protected]

Scott M. Berman, Esq.Anne E. Beaumont, Esq.Friedman, Kaplan,Siiler & Adelman LLP1633 Broadway , 46th FloorNew York, NY [email protected]/[email protected]

Paul Wallace9701 S. Bexley DriveLittleton, CO [email protected]

Christopher MartinSenior Trial CounselU.S. Securities & Exchange Commission801 Brickell Avenue - Suite 1800Miami, Fl [email protected]

David Cimo Esq.Genovese Joblove & Battista, P.A.Bank of Tower, 36th Floor100 S.E. 2nd StreetMiami, FL [email protected]

Travis CorderBrown Rudnick Berlack IsraelsOne Financial CenterBoston, MA [email protected]

Bill McCowenMetamora Multi Managers [email protected]

Mr. Helge SyrstadVesta Forsikring ASP.O. Box 70705020 Bergen - [email protected]

David P. Milian, Esq.Harley S. Tropin, Esq.Kozyak Tropin & Throckmorton, P.A.2525 Ponce de LeonCoral Gables [email protected]/

Eric A. Henzy, Esq.Reid and Riege, P.C.One Financial PlazaHartford, CT [email protected]

Aaron Podhurst, Esq.Podhurst, Orseck, Josefsburg, Eaton, Meadow, Olin & Perwin, P.A.25 West Flagler Street - Suite 800Miami, Florida [email protected]

Joel H. Bernstein, Esq.Labaton Sucharow & Rudoff LLP140 Broadway 23rd FloorNew York NY [email protected]

Roberto Martinez, Esq.Colson Hicks Eidson P.A.255 Aragon Avenue, 2nd FloorCoral Gables, FL [email protected]

Joseph Matthews, Esq.Colson Hicks Eidson P.A.255 Aragon Avenue, 2nd FloorCoral Gables, FL [email protected]

Carol FelicettaReid and Riege, P.C.195 Church Street, 15th FloorNew Haven, CT 06510Counsel for Equity [email protected]

David L. Snyder, Esq.Neuberger, Quinn, Gielen, Rubin & Gibber One South Street, 27th FloorBaltimore, MA [email protected]/[email protected]

Rudolph F. Aragon, Esq.White & CaseWachovia Financial Center, Suite 4900200 South Biscayne BoulevardMiami, Florida [email protected]

Salvatore A. Barbatano, Esq.Foley & LardnerOne Detroit Center150 W. Jefferson, Suite 1000Detroit, MI 48226-2616 [email protected]

Lewis N. BrownDyanne E. Feinberg, Esq.Gilbride, Heller & Brown, PA.One Biscayne Tower, Suite 1570Two South Biscayne Blvd. Miami, Florida 33131

Andrew L. JiranekMcKennon Shelton & Henn LLP401 East Pratt St., Suite 2315Baltimore, Md. [email protected]

Richard E. JohnstonFasken Martineau DuMoulin LLPPatent & Trade Mark AgentsP.O. Box 20, Toronto Dominion Centre66 Wellington St. W, 37th FloorToronto, Ontario M5K 1N6 Canada

Mr. Dylan WolffManaging Director Norges Investor ValueP.O. Box 1863 Vika0124 Oslo - [email protected]

Seth M. Schwartz, Esq.Skadden, Arps, Slate, Meagher & Flom LLPFour Times SquareNew York, New York [email protected].

John Hochman, Esq.Schindler Cohen & Hochman LLP100 Wall Street, 15th FloorNew York, New York [email protected]

Robert Pershes, Esq.Buckingham, Doolittle & Bouroughs, LLP5355 Town Center Road, Suite 900Boca Raton, FL [email protected]

Paul Steven SingermanBerger Singerman200 S. Biscayne Blvd., Suite 1000Miami, Florida [email protected]

Robert T. Wright, Esq.Coffey & Wright, LLPGrand Bay Plaza, Penthouse 2B2665 S. Bayshore DriveMiami, FL [email protected]

William R. Maguire, Esq.Jeffrey Greilsheimer, Esq.Hughes Hubbard & Reed, LLPOne Battery Park PlazaNew York, NY [email protected]@hugheshubbard.com

Jacqueline WilsonBritish Virgin Islands Financial Services CommissionPasea Estate, Road TownTortola, British Virgin [email protected]

Kevin E. Gunther 27 Reid Street, 1st Floor P.O. Box HM 3051 Hamilton HM NX Bermuda [email protected]


mailto:[email protected]


William S. Fish, Esq.William H. Champlin, Esq.Hinckley, Allen & Snyder LLP20 Church Street Hartford, CT [email protected]/[email protected]

Robert E. Grossman/Scott S. BalberChadbourne & Parke LLP30 Rockefeller PlazaNew York, NY 10112 [email protected]/[email protected] for Amatra and Ajial

Kristina M. Bakardjiev, EsquireGoldstein, Tanen & Trench, P.A.One Biscayne Tower, Suite 37002 South Biscayne BoulevardMiami, FL [email protected]

Drew M. Dillworth, Esq.Stearns Weaver Miller Weissler Alhadeff Sitterson150 West Flagler Street, Ste 2200Miami, FL [email protected]

David Barrack, Esq.Hal M. Hirsch, Esq.Greenberg Traurig, LLPMet Life Building200 Park AvenueNew York, NY 10166

Peter VigelandWilmerHale399 Park AvenueNew York, NY [email protected]

Mark A. SalzbergFoley & LardnerWashington Harbour, Suite 5003000 K Street N.W.Washington, D.C. [email protected]

William J. BarrettBarack Ferrazzano Kirschbaum Perlman & Nagelberg LLP333 W. Wacker Drive, Suite 2700Chicago, IL [email protected]

Susan V. Demers, Esq.Price Findlay & Co.Tropic Isle Building, BVIP.O. Box 3331Road Town, Tortola British Virgin Islands

e-mail: [email protected]

[email protected]@trygvesta.no

Annabel Bogaerts Deutsche Bank (Suisse) S.A. /Private Wealth Management GIS Core Banking/Quai du Seujet 24 P.O. Box 1416 CH-1211 Geneva 1 Swisse [email protected]

Michael A. Hanzman, Esq.Hanzman & Criden, P.A.Commerce Bank Building220 Alhambra Circle - Suite 400Coral Gables, Florida 33134E-mail : [email protected]

Michael J. Dell, Esq.Kramer Levin Naftalis & Frankel LLP919 Third AvenueNew York, New York 10022E-mail: [email protected]

Donald Workman, Esq.Foley & Lardner3000 K Street, N.W.Suite 500Washington, D.C. E-mail: [email protected]

Timothy P. Harkness, Esq.Kramer Levin Naftalis & Frankel LLP919 Third AvenueNew York, New York 10022E-mail: [email protected]

Daniel A. Casey, Esq.Kirkpatrick & LockhartMiami Center - 20th Floor201 S. Biscayne Blvd.Miami, FL 33131E-mail: [email protected]

Gregory L. McClellandMcClelland & Anderson LLP1305 S. Washington AvenueSuite 102Lansing, MI 48910E-mail: [email protected]

Greg T. ArnoldBrown Rudnick Berlack IsraelsOne Financial CenterBoston, MA 02111

E-mail: [email protected]

Lynda Grant, Esq.Cohen Milstein Hausfeld & Toll, Pllc150 East 52 St., 30th floorNew York, NY [email protected]

Jeffrey Greilsheimer, Esq.Hughes Hubbard and Reed, LLPOne Battery Park PlazaNew York, New York 10004E-mail: [email protected]

Brian C. Courtney, Esq.Rome, McGuigan, Sabanosh, PCOne State StreetHartford, CT 06103-3402

Dr. Dieter Zetsche DaimlerChrysler AG70546 Stuttgart (Möhringen)Germany

Gerry LaBush, Esq.711 Third AvenueSuite 1505New York, New York 10017Removed upon Request

Howard L. SiegelBrown Rudnick Berlack Israels LLPCityplace I, 38th Floor185 Asylum AvenueHartford, CT 060103

Garry M. GraberHodgson Russ LLPOne M&T Plaza, Suite 2000Buffalo, New York 14203

Gary S. KleinSandak Hennessey & Greco970 Summer StreetStamford, CT 06905

Anthony & Patricia O’Callagahan/Christopher B. O’Callaghan/Diane J. Nelson/John P. HeffernanAttn: Timothy T. BrockSatterlee Stephens Burke & Burke LLP230 Park AvenueNew York, NY 10169

Mercedes G. HalePiper Rudnick LLP101 E. Kennedy Boulevard, Suite 2000Tampa, FL 33602

J. Bruce MaffeoMeyer, Suozzi, English & Klein, P.C. 1350 Broadway, Suite 501 New York, NY 10018Counsel for Martin [email protected]



Heidi Lauer f/k/a Heidi Carens4 East 89th Street, Apt. 6ANew York, NY 10128

Robert Wayne Pearce, Esq.Robert Wayne Pearce, P.A.1499 W. Palmetto Park Road, #300

Boca Raton, FL 33486

Carl F. Schoeppl, Esq.Schoeppl & Burke, P.A.4651 North Federal HighwayBoca Raton, Florida [email protected]

171212 CANADA INC.PHILIPPE GIRARD, PRESIDENT333, SHERBROOKE EAST #1001MONTREAL H2X 4E3QUEBEC, CANADA

ABERDEEN INVESTMENTS LTD.C/O SIMONE VON GRAFFENP.O. BOX 300

8034 ZURICH, SWITZERLAND

AIS HOLDINGS SERIES TRUST IIC/O COMMERZBANKTWO WORLD TRADE CENTER31ST FLOORNEW YORK, NY 10281ATTN: CHRISTIAN BERGERON

ANDRE CHAGNONC/O NORMAND GREGOIRE2001, MCGILL COLLEGE AVE.SUITE 1000MONTREAL, QUEBEC H3A 1G1

ABSA BANK LIMITED AS TRUSTEE ON BEHALF OF THE CORONATION INTERNATIONAL ACTIVE FUND OF FUNDSC/O ABSA INVESTOR SERVICESATTN: HILDA DE VILLIERS6TH FLOOR, ABSA TOWERS NORTH180 COMMISSIONER STREETJOHANNESBURG, SOUTH AFRICA

BANCO NOMINEES (IOM) LTD.P.O. BOX 3412/13 HILL STREETDOUGLAS IM99 1BWISLE OF MAN

ETHOS INVESTMENTS LTD.AKTIS 119KAVOURI 166-71, GREECE

ANNE CHANTAL PIGELET344 RUE CHENAL74700 SALLANCHESFRANCE

ALTAR FUND, LTD. C/O CBH (Bahamas) LTD. ATTN: MS. URSULA ROLLEALLIANCE HOUSE, EAST BAY STREETPO BOX N-1724NASSAU N.P.BAHAMAS

DEUTSCHE BANK CUSTODY N.V.HERENGRACHT 450-4541017 CAAMSTERDAMTHE NETHERLANDS

AVISON COMPANY SABERNARD DORSAZ11 RUE DU GENERAL – DUFOURCH – 1204 GENEVA, SWITZERLAND

BANQUE PRIVEE EDMOND DE ROTHSCHILD EUROPE20 BOULEVARD EMMANUEL SERVAISL-2535 LUXEMBOURG

CEDAR FUNDC/O COMMERZBANK CAPITAL MARKETS2 WORLD FINANCIAL CENTER31ST FLOORNEW YORK, NY 10281

ATTN: CHRISTIAN BERGERON

COMMERZBANK ALTERNATIVE STRATEGIESTWO WORLD FINANCIAL CENTER #33NEW YORK, NY 10281

ATTN: CHRISTIAN BERGERON

BOMBARDIER TRUST (CANADA)C/O PATRICIA ROMANOVICIBOMBARDIER INC.800 RENE-LEVESQUE WESTMONTREAL QC H3B 1Y8

BASE FORCE LTD.C/O KATERINA PRODROMOUA.J.K . BUREAU OF CONSULTANTS LTD.1 NAOUSIS STR.PO BOX 406346018 LARNACACYPRUS

CHRISTA GUNTERTERASSES DU LEMAN 2CH-1272 GENOLIERSWITZERLAND

BOMBARDIER TRUST (U.S.)C/O PATRICIA ROMANOVICIBOMBARDIER INC.800 RENE-LEVESQUE WESTMONTREAL QC H3B 1Y8

BOMBARDIER TRUST (U.K.)C/O PATRICIA ROMANOVICIBOMBARDIER INC.800 RENE-LEVESQUE WESTMONTREAL QC H3B 1Y8

CLAUDE DEMOLEPICTET & CIE BANQUIERSATTN: JURG EGLIBD GEORGES FAVON 291204 GENEVA

CACEIS BANK LUXEMBOURGF/K/A CAISBON BEHALF OF ISOFIN SICAV5 ALLEE SCHEFFERL-2520 LUXEMBOURG

CLEARWATER COMMERCIAL ENTERPRISES, INC.COMPASS POINT9 BERMUDIAN ROADHAMILTON HM 11BERMUDA

COMMONFUND GLOBAL HEDGED PARTNERS C/O COMMONFUND ASSET MANAGEMENT COMPANY, INC.ATTN: JOHN W. AUCHINCLOSS, GENERAL COUNSEL15 OLD DANBURY ROADWILTON, CT 06896

CONDOR ALTERNATIVE FUNDC/O JEAN FRANCOIS SCHMITT42 AV. MONTAIGNE75008 PARIS, FRANCE

COMBE SECURITIESC/O LGT, VADUZLGT BANK IN LIECHTENSTEIN AGPOSTFACHFL-9490 VADUZ

FIRST TRUST CORPORATION TTEE FBO JOSEPH CUETER, ACCT # 031-038-12-836P.O. BOX 173301DENVER, CO 80217

DECTON LIMITEDC/O LGT, VADUZLGT BANK IN LIECHTENSTEIN AGPOSTFACHFL-9490 VADUZ


DELPHI GLOBAL LTD.OCTOGONE GESTION SA26 RUE DE CANDOLLE1205 GENEVA, SWITZERLAND

FONDATION J. ARMAND BOMBARDIERC/O LYNN LAVIOESUN LIFE BUILDING1155 METCALFE - SUITE 2100MONTREAL QC, H3B 2V6CAHADA

FONDATION LUCIE & ANDREC/O NORMAND GREGOIRE2001, MCGILL COLLEGE AVE.SUITE 1000MONTREAL, QUEBEC H3A 1G1

DIVERSIFIED CAPITAL MANAGEMENT LTD.THOMAS H. DAVISC/O MERIDIAN GROUP73 FRONT STREETHAMILTON HM 12, BERMUDA

JP MORGAN HFS CUSTODYCORONATION FUND MANAGERS1 GEORGES DOCKJP MORGAN HOUSE,IFSC, DUBLIN 1,IRELAND

FUND NOMINEES LTD.C/O PAUL LE PAGEP.O. BOX 45HIRZEL HOUSEST. PETER PORT, GUERNSEYGREAT BRITAIN GY1 4AX

FIRST TRUST CORPORATION TTEE FBO/PAUL SIMON, ACCT # 031-038-12-834 PO BOX 173301DENVER CO 80217-3301

HALINVEST SARLC/O D. HALARD29 RUE BONAPARTE75006 PARIS, FRANCE

GT ALPHA C/O GT FINANCE 30 PLACE DE LA MADELEINE 75008 PARIS FRANCE

HSBC PRIVATE BANK (SUISSE) SAQUAI GENERAL GUISANP.O. BOX 35801211 GENEVA 3SWITZERLAND

GOULAM INVESTMENTSC/O JP GOURDEAU, PRESIDENT6111 DE BOISENUMBER 4AMONTREAL, CANADA H3S 2V9

HSBC REPUBLICATTN: EDWING SAINT LAURENT452 FIFTH AVE.2ND FLOORNEW YORK, NY 10018

JOANNE ST- GERMAIN259 COROT STREETNUN’S ISLAND, QUEBECCANADA H3E 1K8

HUNNICUT & CO. DB PLAN110 EAST 59TH STREET32ND FLOORNEW YORK, NY 10022

JOAKIM LEHMKUHLOCTOGONE GESTION SA26 RUE DE CANDOLLE1205 GENEVA, SWITZERLAND

JOHN G BARRIE JR IRA2331 CASTLEFORD TERRACEMIDLOTHIAN VA 23113

JACQUELINE GREVY344 RUE CHENAL74700 SALLANCHES FRANCE

JOYCE SINCLAIR SPOUSAL TRUSTC/O MR. JAY MANN, CFOPANDION INVESTMENTS LTD.1010 SHERBROOKE STREET WEST, SUITE 1409MONTREAL QUEBEC H3A 2R7CANADA

KIKOUSU TRUSTOCTOGONE GESTION SA26 RUE DE CANDOLLE1205 GENEVA, SWITZERLAND

KMEFIC PRIME FUNDATTN: MOHAMED A. ALMARZOOKASSISTANT GENERAL MANAGER -INTERNATIONAL MARKETABLE SECURITIESP.O. BOX 819 SAFAT 13009 KUWAIT

KREDIETBANK SA LUXEMBOURGEOISEA/C SPECIAL OPPORTUNITIES FUNDATTN: B O BOURSE43 BOULEVARD ROYALL-2955 LUXEMBOURGLUXEMBOURG

LIBERTY ERMITAGE GLOBAL WEALTH MANAGEMENT JERSEY LTD.1ST FLOOR, 47 THE ESPLANADEST. HELIERJERSEY, CI, JE1 9LB

LIBERTY ERMITAGE NORTH AMERICAN ABSOLUTE FUND LIMITED1ST FLOOR, 47 THE ESPLANADEST. HELIERJERSEY, CI, JE1 9LB

LIVSFURS, IKRUVGSSELSKAPET, NORDEAL LIV NORGE/LEIF RAANESP.O. BOX 70785020 BERGENNORWAY

MADISON TEXTILES, LTD.C/O R. RADCLIFFEAUERBACH & HOPE5860 BERNERS ST.LONDON

MAESTRO TRADING, INC.C/O VERGOTIS13-15 DIMITROS ST.P. FALIRONATHENS 17562GREECE

MELLON BANK , N.A. AS TRUSTEE FOR THE DOMINION RESOURCES MASTER TRUSTBNY MELLONATTN: DAVID JESKYONE MELLON CENTER, 1335PITTSBURGH, PA 15258

MR. EMIL FRICK SCHAANC/O LGT, VADUZLGT BANK IN LIECHTENSTEIN AGPOSTFACHFL-9490 VADUZLIECHTENSTEIN

MULTIVALOR INVEST INC.ATTN: EMMANUEL VERNETP.O. BOX 5310CH 121GENEVA 11, SWITZERLAND

NATIONAL BANK OF CANADA1155 METCALFEGROUND FLOORMONTREAL, QCH3B 5G2, CANADA


MRS. CECILE LESCOATFINANCIERE ATLASATTN: MRS. EVELYNE SARTORI4 PLACE VENDOME75001 PARIS, FRANCE

NOBILISC/O D. HALARD29 RUE BONAPARTE75006 PARIS, FRANCE

OKABENA MARKETABLE ALTERNATIVES FUND, LLCATTN: CHRISTINE K. GALLOWAY80 SOUTH EIGHTH STREETMINNEAPOLIS, MN 55402-4522

NORGES INVESTOR LONG SHORT ASPICTET & CIE BANQUIERSATTN: JURG EGLIROUTE DES ACACIAS 601211 GENEVA 73SWITZERLAND

NORGES INVESTOR VALUE ASPICTET & CIE BANQUIERSATTN: JURG EGLIROUTE DES ACACIAS 601211 GENEVA 73SWITZERLAND

PICTET CLIENT 1 PICTET & CIE BANQUIERSATTN: JURG EGLIROUTE DES ACACIAS 601211 GENEVA 73SWITZERLAND

PICTET CLIENT 10PICTET & CIE BANQUIERSATTN: JURG EGLIROUTE DES ACACIAS 601211 GENEVA 73SWITZERLAND














RCA IN TRUSTCLAUDIA REINHOLD1604 ST. REGIS BLVD.DORVAL, QUEBEC CANADA H9P 1H6

ROTHSCHILD & CIE BANQUE29, AVENUE DE MESSINE75008 PARISFRANCE

REGIME DE RENTES DU MOUVEMENT DESJARDINSJEAN-FRANCOIS DELISLE100, AVENUE DES COMMANDEURSLEVIS (QUEBEC) CANADA G6V 7N5

SATNAM INVESTMENTS INC. C/O EFG PRIVATE BANKATTN: FRANZ WILLF1 RAFFLES PLACE#42-00 OUB CENTERSINGAPORE 048616

SEVEN SEAS PORTFOLIO A LTD.ADRIANA COLINA-MENGELLEC/O MIF SA86 RUE DE RHONEP.O. BOX 3436CH 1211 GENEVA 3SWITZERLAND

SIMISA INTERNATIONAL/ISCANDAR INC.OCTOGONE GESTION SA26 RUE DE CANDOLLE1205 GENEVA, SWITZERLAND

SOJECCI II LTEE (1) FORMERLY KNOWN AS 9091-2601 QUEBEC INC., AN ASSIGNEE OF SOJECCI LTEEC/O NORMAND GREGOIRE2001, MCGILL COLLEGE AVE.SUITE 1000MONTREAL, QUEBEC H3A 1G1CANADA

SPGP142, BOULEVARD HAUSSMAN75008 PARISFRANCE

STARVEST FUNDS, LTD.C/O VINCENT CAMPAGNAWAFRA INVESTMENT ADVISORY GROUP, INC.345 PARK AVE.41ST FLOORNEW YORK, NY 10154-0101

STATE STREET TRUSTEES (GUERNSEY) LIMITEDAS CUSTODIAN FOR NEMROD LEVERAGED HOLDINGS LIMITED ATTN: ANDREW THOMPSONP.O. BOX 2382nd FLOOR TUDOR HOUSELE BORDAGEST. PETER PORT, GUERNSEY GY1 3PF CHANNEL ISLANDS


SUZANNE FONTANC/O D. HALARD29 RUE BONAPARTE75006 PARIS, FRANCE

TEAM HAAS USA, LTD. FACT INC, 1035 ANTIQUE LN NORTHBROOK, IL 60062

THE ARROWSMITH FUND, LTD.C/O DION BETHELL/DEBORAH C. WATSONDOCKENDALE HOUSE4TH FLOORWEST BAY ST.P.O. BOX N-4836NASSAU, BAHAMAS

THE CORBETT FAMILY CHARITABLE FOUNDATION, INC.RICHARD A. CORBETT2202 N. WEST SHORE BLVD.SUITE 110TAMPA, FL 3360

THE DEVON TRUSTC/O DENNIS NERLANDSHEANERLAND CALNAN715 5TH AVE. SW , SUITE 1900CALGARY, ALBERTA T2P 2X6CANADA

THE ISRAEL HENRY BEREN CHARITABLE TRUST2020 NORTH BRAMBLEWOOD STREETWICHITA, KS 67206

THE MORTON MEYERSON FAMILY FOUNDATION3401 ARMSTRONG AVE.DALLAS, TEXAS 75205

THE STAFFORD FUND, LTD., SUCCESSOR TO THE STAFFORD OPPORTUNITY FUND, LTD.CHARLES E. ABRECHTFAIRWAY INVESTMENT PARTNERS, INC.622 GREENWICH STREETSUITE 2-BNEW YORK, NY 10014

THE MEYERSON 1999 CHARITABLE REMAINDER TRUST3401 ARMSTRONG AVE.DALLAS, TEXAS 75205

THE PENSION COMMITTEE OF THE REGIME DE RERAITE DE LA CORPORATION DE ECOLE POLYTECHNIQUEC/O BERNARD SANSCHAGRINECOLE POLYTECHNIQUEC.P. 6079, SUCCE. CENTER VILLAMONTREAL QCCANADA, H3C 3A7

THE PENSION COMMITTEE OF THE UNIVERSITY OF MONTREAL PENSION PLAN IN ITS CAPACITY AS ADMINISTRATOR FOR THE UNIVERSITY OF MONTREAL PENSION PLANANDREE MAYRANDUNIVERSITY OF MONTREAL INVESTMEMT MANAGEMENT, PENSION FUND7077 PARK AVENUE, SUITE 2002MONTREAL QC H3N 1X7 CANADA

VENERE INVESTMENTS LIMITEDC/O FIDUCIAIRE TUCKER SARLCH DE LA PIERRARE 3a1026 DENGESSWITZERLAND

VESTA FORKSIKRING AS PO BOX 7070 5020 BERGEN NORWAY

WESTWIND FOUNDATION HOLDING, LTD.SANDRA DAILEYP.O. BOX 26 GTGRAND CAYMAN, CAYMAN ISLANDS

WYATT INCORPORATED EMPLOYEES PROFIT SHARING PLANRICHARD B. WYATT, TRUSTEE4545 CAMPBELLS RUN ROADPITTSBURGH, PA 15205

VITTORIO MOSCAC/O FEDERICO MOSCA57 EAST 75TH STREETAPT. 4NEW YORK, NY 10021

L.H. LOGARITHM HOLDINGS SAC/O JACQUES MERKT15, RUE GENERAL-DUFOURCASE POSTALE 55561211 GENEVA 11SWITZERLAND

LABISCOUTI TRUSTOCTOGONE GESTIONSA26 RUE DE CANDOLLE1205 GENEVA, SWITZERLAND

KUWAIT & MIDDLE EAST FINANCIALINVESTMENT COMPANYATTN: MOHAMED A. ALMARZOOKASSISTANT GENERAL MANAGER -INTERNATIONAL MARKETABLE SECURITIESP.O. BOX 819 SAFAT 13009 KUWAIT

DEUTSCHE BANK NOMINEES (JERSEY) LIMITEDA/C SIGNETP.O. BOX 727ST. PAUL’S GATE/NEW STREETST. HELIER JERSEY JE4 8ZB CHANNEL ISLANDS

ETHOS INVESTMENTS LTD.52A PAPADIMITRIOU & CO.241 SYNGROU AVE. & 2 AUKARNASSAO STR.ATHENS 171-22 GREECE

FIRST TRUST CORPORATION TTEE FBO/SHIRLEY A. SIMONACCT #031-038-12-835P.O. BOX 173301DENVER, CO 80217-3301

SIL NOMINEESC/O SHIELD MANAGEMENT SERVICES165 CROSS AVENUE, SUITE 302OAKVILLE, ONTARIO, CANADA L6J OA9

ONE MULTI-STRATEGY FUND LTD.C/O CIRCLE INVESTMENT SUPPORT SERVICES B.V.ATTN: Mr. Simon Hiemstra/Mrs. Eva SlovenciakovaP.O. BOX 20523800 CB AMERSFOORTTHE NETHERLANDS

DAVID NATHAN MEYERSONPRIVATE FOUNDATIONATTN: MORTON H. MEYERSONP.O. BOX 192607DALLAS, TX 75219

64036.000002 EMF_US 36145264v1


Case 9:03-cv-80612-KAM Document 2456-1 Entered on FLSD Docket 07/08/2011 Page 1 of 2





























































Documents

Motion for approval - w_ AK edits__35837785___2_.DOC

Motion for approval - w_ AK edits35837785_2_.DOC