# UNITED STATES OF AMERICA

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A7fdd184bacb47ec4

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING
File No. 3-19541

In the Matter of
FCA US LLC and FIAT
CHRYSLER AUTOMOBILES
N.V.,
Respondents.

I.

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PROPOSED PLAN OF
DISTRIBUTION

OVERVIEW

1.
The Division of Enforcement submits this Proposed Plan of Distribution (the
“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant
to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the
“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair
Fund (the “Fair Fund”), comprised of civil money penalties paid by Michigan-based
automaker FCA US LLC (“FCA US”), and its parent company, Fiat Chrysler Automobiles N.V.
(“FCA N.V.”) (collectively, the “Respondents”) in the above-captioned matter.1
2.
As described more specifically below, the Plan seeks to compensate investors
who were harmed, by the Respondents’ conduct described in the Order, in connection with
misleading investors about the number of new vehicles sold each month to customers. As
calculated using the methodology detailed in the Plan of Allocation (attached as Exhibit A),
investors will be compensated based on their losses on shares of FCA N.V. common stock
traded on the NYSE under the ticker symbol FCAU (the “Securities”) purchased or acquired
between October 13, 2014 and July 26, 2016, inclusive (the “Relevant Period”) due to the
misconduct of the Respondents. In the view of the Commission staff and the Fund
Administrator, this methodology constitutes a fair and reasonable allocation of the Fair Fund.
Based on this methodology, it is anticipated that there will be one or more distributions.
3.
The Commission has custody of the Fair Fund and shall retain control of the
assets of the Fair Fund. The Plan is subject to approval by the Commission, and the
Commission retains jurisdiction over its implementation.
II.

BACKGROUND
4.

1

On September 27, 2019, the Commission issued the Order against the

See Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and
Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order,
Securities Act Rel. No. 10706 (Sept. 27, 2019) (the “Order”).

Respondents. In the Order, the Commission found that from at least August 2012 to July 2016,
FCA US, an automotive company, fraudulently misled investors about the number of new
vehicles that it and its dealers sold each month to customers. The Commission similarly found
that beginning in September 2013, FCA US or its predecessor falsely touted that it continued to
increase new vehicle sales every month on a year-over-year basis by reporting what it called a
“streak” of uninterrupted sales growth. The Commission further found FCA US inflated
monthly vehicle sales to customers by paying dealers to report fake sales and used other
measures in order to make vehicles sales appear better than they were. The Commission ordered
the Respondents to pay, jointly and severally, a civil money penalty in the amount of
$40,000,000 to the Commission. The Commission also created the Fair Fund, pursuant to
Section 308(a) of the Sarbanes-Oxley Act of 2002, so the civil penalty paid can be distributed to
harmed investors. The Fair Fund includes the $40,000,000 paid by the Respondents.
5.
The Respondents have paid in full. The Fair Fund has been deposited at the
United States Department of the Treasury’s Bureau of the Fiscal Service (“BFS”) for
investment, and any accrued interest will be for the benefit of the Fair Fund.
III.

DEFINITIONS
As used in this Plan, the following definitions will apply:

6.
“Administrative Costs” shall mean any administrative costs and expenses,
including without limitation the fees and expenses of the Tax Administrator and the Fund
Administrator, tax obligations, bond premium expenses, and investment and banking costs.
7.
“Claim Form” means the form designed by the Fund Administrator, in
consultation with the Commission staff, for the filing of claims in accordance with this Plan.
The claim form will require, at a minimum, sufficient documentation reflecting any Preliminary
Claimant’s purchases and dispositions of the Securities during the Relevant Period such that
eligibility under the Plan can be determined, tax identification and other related information
from the Preliminary Claimant as determined necessary by the Fund Administrator in
coordination with the Tax Administrator, and a certification that the Preliminary Claimant is not
an Excluded Party.
8.
“Claim Status Notice” means the notice sent by the Fund Administrator within
ninety (90) days of the Claims Bar Date to all Preliminary Claimants that submitted a Claim
Form. The Claim Status Notice will set forth the Fund Administrator’s determination of the
eligibility of the claim (eligible, partially or wholly deficient, or ineligible). The Claim Status
Notice will provide to each Preliminary Claimant whose claim is deficient, in whole or in part,
the reason(s) for the deficiency and in the event the claim is denied, the Claim Status Notice
will state the reason(s) for such denial. The Claim Status Notice will also notify the Preliminary
Claimant of the opportunity to cure any deficiency, request reconsideration, or dispute the
determination made by the Fund Administrator and provide instructions regarding what he, she,
or it is required to do so.
9.
“Claims Bar Date” means the date established in accordance with this Plan by
which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in
order to receive consideration under the Plan. The Claims Bar Date shall be one hundred
twenty (120) days after the Plan Notice is sent electronically, by mail, or initially made
available through other acceptable means. Claim Forms submitted by Preliminary Claimants

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postmarked or received after the Claims Bar Date will not be accepted unless the Fund
Administrator is directed to do so by the Commission staff.
10.
“Claims Packet” means the materials relevant to submitting a claim that will be
provided to Preliminary Claimants to those who request such materials through a website or
otherwise prior to the Claims Bar Date. The Claims Packet will include, at a minimum, a copy
of the Plan Notice and a Claim Form (together with instructions for completion of the Claim
Form).
11.
“Distribution Payment” means a payment from the Fair Fund to a Payee in
accordance with the terms of this Plan.
12.
“Eligible Claimant” means a Preliminary Claimant who submitted a valid claim,
who may have suffered a loss as a result of transactions in the Securities during the Relevant
Period, pursuant to the Plan of Allocation, and who is not an Excluded Party.
13.

“Excluded Party” shall mean:
(a)

The Respondent;

(b)

Present or former officers or directors of Respondent and any assigns,
creditors, heirs, distributees, spouses, parents, dependent children or
controlled entities of any of the foregoing Persons or entities;

(c)

Any employee or former employee of the Respondent or any of its
affiliates who has been terminated for cause or has otherwise resigned, in
connection with the conduct described in the Order;

(d)

Any Person who, as of the Claims Bar Date, has been the subject of
criminal charges related to the conduct described in the Order or any
related Commission action;

(e)

Any firm, trust, corporation, officer, or other entity in which Respondent
has or had a controlling interest;

(f)

The Fund Administrator, its employees, and those Persons assisting the
Fund Administrator in its role as the Fund Administrator; or

(g)

Any purchaser or assignee of another Person’s right to obtain a recovery
from the Fair Fund for value; provided, however, that this provision shall
not be construed to exclude those Persons who obtained such a right by
gift, inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party.
14.
“Fair Fund” means the $40,000,000 fund created by the Commission pursuant
to Section 308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by
Respondents’ violations described in the Order.

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15.
“Final Determination Notice” shall mean the written notice sent by the Fund
Administrator to any Preliminary Claimant who timely responded to the Claim Status Notice in
an effort to cure a deficiency, seek reconsideration of a denied claim, or otherwise dispute the
determination made by the Fund Administrator, notifying the Preliminary Claimant of its
determination. The Final Determination Notice will constitute the Fund Administrator’s final
ruling regarding the status of the claim.
16.
“Net Available Fair Fund” means the Fair Fund, plus any interest or earnings,
less Administrative Costs.
17.
“Payee” means an Eligible Claimant who is determined to receive a Distribution
Payment, as calculated in accordance with the Plan of Allocation.
18.
“Person” means natural individuals as well as legal entities such as corporations,
partnerships, or limited liability companies.
19.
“Plan Notice” means a written notice from the Fund Administrator to
Preliminary Claimants informing them of the Fair Fund; the Plan and its eligibility
requirements; explaining how to submit a claim, including directions for any online claims
process; and how to obtain a copy of the approved Plan and Claim Form by request or from the
Fair Fund’s website. The Plan Notice will also be available on the Fair Fund’s website that is
maintained by the Fund Administrator.
20.
“Plan of Allocation” means the methodology by which an Eligible Claimant’s
Recognized Loss is calculated. The Plan of Allocation is attached as Exhibit A.
21.
“Preliminary Claimant” shall mean a Person asserting prior to the Claims Bar
Date that he, she, or it has a possible claim to recover from the Fair Fund under this Plan.
22.
“Recognized Loss” means the amount of loss calculated for an Eligible
Claimant in accordance with the Plan of Allocation.
23.
“Relevant Period” means the period of time between October 13, 20142 and
July 26, 2016, inclusive.
24.
“Securities” refers to shares of FCA N.V. common stock listed on a U.S.
exchange and registered with the Commission and traded under the symbol FCAU during the
Relevant Period.
25.
“Summary Notice” means the notice published in print or internet media that
shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means
of obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be
incorporated into a four (4) week media campaign to commence within ten (10) days of the Plan
Notice being made available. The media campaign will be comprised of digital ads being
served through social media platforms and business social networks acceptable to the
Commission staff, as well as, publication in print media acceptable to the Commission staff.

2

Since October 13, 2014, FCA N.V.’s common stock has traded on the NYSE under the ticker symbol FCAU.

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26.
“Third-Party Filer” means a third-party, including without limitation a
nominee, custodian, or an intermediary holding in street name, who is authorized to submit and
submits a claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not
include assignees or purchasers of claims, who are excluded from receiving Distribution
Payments.
IV.

TAX COMPLIANCE

27.
On May 25, 2021, the Commission appointed Miller Kaplan Arase LLP as the
tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of
the Fair Fund.3 The Tax Administrator will be compensated for reasonable fees and expenses
from the Fair Fund in accordance with its 2019-2021 Engagement Letter Agreement with the
Commission.4
28.
The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section
468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related
regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the
administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the
tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not
limited to:
(a)

Obtaining a taxpayer identification number;

(b)

Requesting funds necessary for the timely payment of all applicable
taxes, the payment of taxes for which the Tax Administrator has received
funds, and the filing of applicable returns; and

(c)

Fulfilling any information reporting or withholding requirements required
for distributions from the Fair Fund.

29.
All tax obligations will be paid from the Fair Fund, subject to the review and
approval of Commission staff.
V.

FUND ADMINISTRATOR

30.
On April 22, 2021, the Commission appointed JND Administration Services, as
the fund administrator for the Fair Fund (the “Fund Administrator”), and the Fund
Administrator has obtained a bond in the amount of $40,000,000, as ordered.5 Pursuant to Rule
1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be
removed at any time by order of the Commission or hearing officer.
31.
The Fund Administrator will be responsible for administering the Fair Fund in
accordance with the Plan. This will include, among other things, taking reasonable steps to
identify and contact Preliminary Claimants; obtaining accurate mailing information for
Preliminary Claimants; establishing a website and staffing a call center to address inquiries
3

See Order Appointing Tax Administrator, Exchange Act Rel. No. 91997 (May 25, 2021).
See Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings that Establish
Distribution Funds, Exchange Act Rel. No. 85174 (Feb. 22, 2019).
5
See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 91642 (Apr. 22,
2021).
4

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during the claims process; developing a claims database; preparing accountings; cooperating
with the tax administrator appointed by the Commission to satisfy any tax liabilities and to
ensure compliance with income tax reporting requirements, including but not limited to Foreign
Account Tax Compliance Act (FATCA); advising Preliminary Claimants of deficiencies in
claims and providing an opportunity to cure any documentary defects; taking antifraud
measures, such as identifying false, ineligible and overstated claims; making determinations
under the criteria established herein as to Preliminary Claimant eligibility; advising Preliminary
Claimants of final claim determinations; disbursing the Fair Fund in accordance with this Plan,
as ordered by the Commission; and researching and reconciling errors and reissuing payments,
when possible.
32.
To carry out the purposes of this Plan, the Fund Administrator is authorized to
make and implement immaterial changes to the Plan upon agreement of the Commission staff.
If a change is deemed to be material by the Commission staff, Commission approval is required
prior to implementation by amending the Plan.
33.
The Fund Administrator may extend any procedural deadline contained in the
Plan for good cause shown, if agreed upon by the Commission staff.
34.
The Fund Administrator is authorized to enter into agreements with third-parties
as may be appropriate or necessary in the administration of the Fair Fund, provided such thirdparties are not excluded pursuant to other provisions of this Plan. In connection with such
agreements, the third-parties shall be deemed to be agents of the Fund Administrator under this
Plan.
35.
The Fund Administrator will be entitled to payment from the Fair Fund of
reasonable fees and expenses, including the bond premium, incurred in the performance of its
duties (including any such fees and expenses incurred by agents, consultants or third parties
retained by the Fund Administrator in furtherance of its duties).
VI.

ADMINISTRATION OF THE FAIR FUND
Identification of and Notification to Preliminary Claimants

36.
The Fund Administrator will, insofar as practicable, use its best efforts to identify
Preliminary Claimants from a review of trading records, obtaining records from registered
broker-dealers and investment advisors, and seeking information from any other source available
to it. The Fund Administrator may also engage a third-party firm, after consultation with and
approval of the Commission staff, to assist in identifying Preliminary Claimants to maximize the
participation rate of FCA N.V. investors in the Fair Fund.
37.
Within sixty days (60) after Commission approval of the Plan, the Fund
Administrator shall:
(a)

design and submit a Claims Packet, including the Plan Notice and the
Claim Form, to the Commission staff for review and approval;

(b)

create a database of all Preliminary Claimants based upon information
identified by the Fund Administrator;

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(c)

run a National Change of Address search to retrieve updated addresses
for all records in the database, thereby ensuring the mailing information
for Preliminary Claimants is up-to-date;

(d)

email, mail, or otherwise provide a Plan Notice to each Preliminary
Claimant identified by the Fund Administrator and to the Fund
Administrator’s list of banks, brokers, and other nominees in accordance
with paragraph 42 below;

(e)

establish and maintain a website devoted solely to the Fair Fund. The
Fair Fund’s website, located at
www.FiatChryslerVehicleSalesFairFund.com, will make available a copy
of the approved Plan; provide information regarding the claims process
and eligibility requirements for participation in the Fair Fund in the form
of frequently asked questions; include in downloadable form, the Claim
Form other related materials; and such other information the Fund
Administrator believes will be beneficial to Preliminary Claimants;

(f)

establish and maintain a toll-free telephone number, 833-636-2119, for
Preliminary Claimants to call to speak to a live representative of the Fund
Administrator during its regular business hours or, outside of such hours,
to hear prerecorded information about the Fair Fund. The toll-free
number will be listed on all correspondence from the Fund Administrator
to Preliminary Claimants as well as on the Fair Fund’s website; and

(g)

establish and maintain a traditional mailing address and an email address
which will be listed on all correspondence from the Fund Administrator
to Preliminary Claimants as well as on the Fair Fund’s website.

38.
The Fund Administrator will, within ten (10) days of the Plan Notice being
transmitted by mail or email, posted or otherwise made available, incorporate the Summary
Notice into a four (4) week media campaign. The media campaign will be comprised of digital
ads being served through social media platforms and business social networks acceptable to the
Commission staff, as well as publication in print media acceptable to the Commission staff. The
targeted goal of the media campaign will be a total of two million digital impressions of the
Summary Notice.
39.
The Commission staff retains the right to review and approve any material posted
on the Fair Fund’s website, any material emailed or mailed, and any scripts used in connection
with the communication with Preliminary Claimants.
40.
In all materials that refer to the Claims Bar Date, the filing deadline will be
clearly identified with the calendar date, which is one hundred twenty (120) days from the date
of the initial provision of the Plan Notice by mail, email, or other means.
41.
The Fund Administrator will promptly provide a Claims Packet to any
Preliminary Claimant upon request made online through its website or via mail, phone, or email
prior to the Claims Bar Date.

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42.
The Fund Administrator will send by email, mail, or other means, the Plan
Notice to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any
other institutions identified during the outreach process, that may have records of the Securities
during the Relevant Period (collectively, the “Nominees or Custodians”). The Fund
Administrator will request that these entities, to the extent that they were record holders for
beneficial owners of the Securities:
(a)

within fourteen (14) days of the Nominees’ or Custodians’ receipt of the
Plan Notice, notify and send the Plan Notice to the respective beneficial
owners, and, as requested, provide to the beneficial owners a Claims
Packet, so that the beneficial owners may timely file a claim. The burden
will be on the Nominees or Custodians to ensure the claims process
information, including, if requested, the Claims Packet and other relevant
materials, is properly disseminated to the beneficial owners; and/or

(b)

provide to the Fund Administrator, within fourteen (14) days of receipt of
the Plan Notice, a list of last known names and addresses, and email (if
available) for all beneficial owners for whom/which they purchased, as
the record holder, the Securities during the Relevant Period, so that the
Fund Administrator can communicate with the beneficial owners directly.

43.
At the discretion of the Fund Administrator, in consultation with the Commission
staff, a reasonable number of additional copies of the Claims Packet shall be made available to
any Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.
44.
Requests to the Fund Administrator for additional paper copies of the Claims
Packet in excess of fifty (50) are subject to approval by the Fund Administrator, in consultation
with the Commission staff.
45.
Upon prior notice to the Fund Administrator, documented reasonable out-ofpocket expenses incurred by the Nominees or the Custodians, which would not have been
incurred but for compliance with paragraph 42 above, shall be reimbursed from the Fair Fund.
The amount of such expenses allowed will be at the discretion of the Fund Administrator, in
consultation with the Commission staff. Unless otherwise determined by the Fund Administrator
in consultation with the Commission staff, out-of-pocket expenses based on the following rates
will be considered reasonable:
(a)

a maximum of $0.08 per Claims Packet, plus postage at the pre-sort
postage rate per Claim Packet actually mailed;

(b)

a maximum of $0.05 per email of Summary Notice or Plan Notice and
Claim Form link disseminated; or

(c)

$0.20 per name, address, and email address provided to the Fund
Administrator, up to a maximum of amount of $1,500.00.

46.
The Fund Administrator will attempt to locate any Preliminary Claimant whose
mailing is returned as “undeliverable” and will document all such efforts. The Fund
Administrator shall use its best efforts to make use of commercially available resources and other
reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices,

8

and forward any returned mail for which an updated address is provided or obtained. The Fund
Administrator will make available, upon request by the Commission staff, a list of all
Preliminary Claimants whose Plan Notice have been returned as “undeliverable” due to incorrect
addresses and for which the Fund Administrator has been unable to locate current addresses.
Filing a Claim
47.
To avoid being barred from asserting a claim, on or before the Claims Bar Date,
each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim
Form reflecting such Preliminary Claimant’s claim, together with all required supporting
documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to
substantiate the claim. Without limitation, this information may include third-party
documentary evidence of purchases and dispositions of the Securities during the Relevant
Period, as well as holdings of the Securities at pertinent dates.
48.
The burden will be upon the Preliminary Claimant to ensure that his, her or its
Claim Form has been properly and timely received by the Fund Administrator. A Claim Form
that is postmarked after the Claims Bar Date will not be accepted unless the deadline is extended
by the Fund Administrator for good cause shown, after consultation with the Commission staff.
49.
All Claim Forms and supporting documentation necessary to determine a
Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of
the Plan must be verified by a declaration executed by the Preliminary Claimant under penalty of
perjury under the laws of the United States. The declaration must be executed by the
Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person
authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such
documentary evidence as the Fund Administrator deems necessary.
50.
Electronic claims submission is encouraged; the Plan Notice will include
directions on how Preliminary Claimants can submit their claims electronically via the Fair
Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit
their claim to the Fund Administrator by 11:59 p.m. PST on the Claims Bar Date. The Plan
Notice will also include directions for submission of claims if the Preliminary Claimant is unable
to submit his, her, or its claim electronically.
51.
When submitting claims to the Fair Fund on behalf of its clients, all Third-Party
Filers must use the electronic filing template provided by the Fund Administrator in this matter.
Filers that do not comply with the template and format provided by the Fund Administrator may
be rejected. Third-Party Filers must also submit a signed master proof of claim and release, as
well as proof of authority to file on behalf of the claimant(s) at the time the electronic file of
transactions is submitted. Failure to do so may result in rejection of the claim.
52.
Each Third-Party Filer must establish the validity and amount of each claim in its
submission. Third-Party Filers must submit such supporting documentary evidence of
purchases, dispositions, and holdings of the Securities as the Fund Administrator deems
necessary or appropriate to substantiate each individual claim. Without limitation, this includes
the complete name of the Preliminary Claimant (beneficial account owner) and its TIN (for
individuals) or EIN (for companies), sufficient contact information to confirm the identity of the
beneficial owner, and documentation from the original bank, broker or other institution of
purchases and dispositions of the Securities (account statements, confirmations and other

9

documentation of purchases and dispositions), as well as holdings of the Securities on pertinent
dates. Documentation generated by the Third-Party Filer as well as affidavits in lieu of
supporting documentation, will not be accepted unless, for good cause, the Fund Administrator
determines it acceptable. The Fund Administrator will have the right to request, and the ThirdParty Filer will have the burden of providing to the Fund Administrator, any additional
information and/or documentation deemed necessary by the Fund Administrator to substantiate
the claim(s) contained in the submission. Documentation from a Third-Party Filer that is not
acceptable to the Fund Administrator will result in rejection of the affected claim(s). The
determination of the Fund Administrator to reject a claim for insufficient documentation, as
reflected on the Final Determination Notice, is final and within the discretion of the Fund
Administrator.
53.
The receipt of the Securities by gift, inheritance, devise, or operation of law will
not be deemed to be a purchase of the Securities, nor will it be deemed an assignment of any
claim relating to the purchase of such Securities unless specifically so provided in the
instrument of inheritance. However, the recipient of the Securities as a gift, inheritance, devise
or by operation of law will be eligible to file a Claim Form and participate in the distribution of
the Fair Fund to the extent the original purchaser would have been eligible under the terms of
the Plan. Only one claim may be submitted with regard to the same transactions in the
Securities, and in cases where multiple claims are filed by the donor and donee, the donee claim
will be honored, assuming it is supported by proper documentation.
54.
Claims on behalf of a retirement plan covered by Section 3(3) of ERISA,
29 U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s
participants, are properly made by the administrator, custodian or fiduciary of the plan and not
by the plan’s participants. The Fund Administrator will distribute any payments on such claims
directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or
fiduciary of the retirement plan will distribute any payments received in a manner consistent with
its fiduciary duties and the governing account or plan provisions.
Claims Eligibility Determination
55.
The Fund Administrator will review all claim submissions and determine the
eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data
and supporting documentation (or the lack thereof) and verifying the claim. Any Preliminary
Claimant with a valid claim that purchased or otherwise acquired the Securities during the
Relevant Period and who is not an Excluded Party, will be deemed an Eligible Claimant. The
Fund Administrator will then determine if the Eligible Claimant has suffered a Recognized Loss
pursuant to the Plan of Allocation. Each Preliminary Claimant will have the burden of proof to
establish the validity and amount of his, her or its claim. The Fund Administrator will have the
right to request, and the Preliminary Claimant will have the burden of providing to the Fund
Administrator, any additional information and/or documentation deemed relevant by the Fund
Administrator.
56.
The Fund Administrator will provide a Claim Status Notice within ninety (90)
days of the Claims Bar Date to each Preliminary Claimant who has filed a Claim Form with the
Fund Administrator, setting forth the Fund Administrator's determination of the eligibility of the
claim (eligible, partial or wholly deficient, or ineligible). The Claim Status Notice will provide
to each Preliminary Claimant whose claim is deficient, in whole or in part, the reason(s) for the
deficiency (e.g., failure to provide required information or documentation). In the event the

10

claim is denied, in whole or in part, the Claim Status Notice will state the reason for such
denial. The Claim Status Notice will also notify the Preliminary Claimant of the opportunity to
cure any deficiency, request reconsideration, or dispute the determination made by the Fund
Administrator and provide instructions regarding what is required to do so.
57.
Any Preliminary Claimant with a deficient claim will have thirty (30) days from
the date of the Claim Status Notice to cure any deficiencies identified in the Claim Status
Notice.
58.
Any Preliminary Claimant seeking reconsideration of a denied claim must advise
the Fund Administrator in writing within thirty (30) days of the date of the Claim Status Notice.
All requests for reconsideration must include the necessary documentation to substantiate the
basis upon which the Preliminary Claimant is requesting reconsideration of his, her, or its claim.
59.
The Fund Administrator may, in its sole discretion, consider disputes of any
nature presented in writing within thirty (30) days of the date of the Claim Status Notice by
Preliminary Claimants, and will consult Commission staff as appropriate.
60.
The Fund Administrator will send, as appropriate, a Final Determination Notice
to all Preliminary Claimants who responded to the Claim Status Notice in an effort to cure a
deficiency, seek reconsideration of a rejected claim, or dispute the determination made by the
Fund Administrator, notifying the Preliminary Claimant of its determination. The Fund
Administrator will send such Final Determination Notices no later than sixty (60) days
following the Claim Status Notice’s response due date, or such longer time as the Fund
Administrator determines is necessary for a proper determination concerning the claim.
61.
The Fund Administrator will also have the authority, in its sole discretion, to
waive technical claim deficiencies and approve claims on a case-by-case basis, or in groups of
claims. All determinations made by the Fund Administrator in accordance with the Plan in any
dispute, request for reconsideration, or request to cure a deficient claim will be final and not
subject to appeal.
62.
The Preliminary Claimant has the burden of notifying the Fund Administrator of
a change in his, her or its current address and other contact information, and of ensuring that
such information is properly reflected on the Fund Administrator's records.
Third-Party Review
63.
After the Fund Administrator has completed the process of analyzing the claims
and determining claim amounts in accordance with the Plan, and prior to the distribution of any
funds, the Fund Administrator will engage an independent, third-party firm, not unacceptable to
the Commission staff, to perform a set of agreed upon procedures, review a statistically
significant sample of claims and ensure accurate and comprehensive application of the Plan of
Allocation. The Fund Administrator will communicate the results of the review to the
Commission staff together with any written analysis or reports related to the review, and upon
request, will make the firm available to the Commission staff to respond to questions
concerning the review.

11

Distribution Methodology
64.
The Fund Administrator will calculate each Eligible Claimant’s Recognized Loss
in accordance with the Plan of Allocation. All Eligible Claimants who are determined to
receive a Distribution Payment will be deemed a Payee.
Establishment of a Reserve
65.
Before determining the amount of funds available for distribution and calculating
each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax
Administrator, will establish a reserve to pay Administrative Costs and to accommodate any
unexpected expenditures (the “Reserve”).
66.
After all disbursements and Administrative Costs are paid, any remaining
amounts in the Reserve will become part of the Residual described in paragraph 89 below.
Preparation of the Payment File
67.
Within thirty (30) days following the date of the Final Determination Notices
described above, in paragraph 60, the Fund Administrator will compile and send to the
Commission staff the Payee information, including the name, address, calculated Recognized
Loss, and the amount of the Distribution Payment for all Payees (the “Payee List”). The Fund
Administrator will also provide a Reasonable Assurances Letter to the Commission staff,
representing that the Payee List: (a) was compiled in accordance with the approved Plan; (b) is
accurate as to Payees’ names, addresses, Recognized Losses and amounts of their Distribution
Payment; (c) includes the number of Payees compensated; (d) the total amount being
distributed; and (e) provides all information necessary to make a Distribution Payment to each
Payee.
The Escrow Account
68.
Prior to the disbursement of the Net Available Fair Fund, the Fund Administrator
will establish an escrow account (the “Escrow Account”) with a United States commercial bank
that is a well-capitalized financial institution as defined by the Federal Reserve Act, Subpart D,
12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the “Bank”), pursuant to
an escrow agreement (the “Escrow Agreement”) to be provided by Commission staff.
69.
The Fund Administrator, pursuant to the Escrow Agreement, shall also establish
with the Bank a separate deposit account (e.g. controlled distribution account, managed
distribution account, linked checking and investment account) (the “Distribution Account”),
insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass
through limit. The Distribution Account shall be linked with the Escrow Account and shall be
named, and records maintained, in accordance with the Escrow Agreement.
70. During the term of the Escrow Agreement, the portions of the Fair Fund
transferred to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in
short-term U.S. Treasury securities backed by the full faith and credit of the United States
Government or an agency thereof. The investment shall be of a type and term necessary to meet
the cash liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax
Administrator and/or Fund Administrator, including investment or reinvestment in a bank

12

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds
registered under the Investment Company Act of 1940 that invest 100% of their assets in direct
obligations of the United States Government.
71. The Fund Administrator shall provide duplicate original bank and/or investment
statements on any accounts established by the Fund Administrator to the Tax Administrator on a
monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as
necessary.
72. The Fund Administrator shall deposit or invest funds in the Escrow and
Distribution Accounts so as to result in the maximum reasonable net return, taking into account
the safety of such deposits or investments. In consultation with Commission staff, the Fund
Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds
between the Escrow and Distribution Account.
73. All interest, dividends, and/or income earned by the Escrow Property will accrue
for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow
and Distribution Accounts will be the responsibility of the Fund Administrator, who may be
reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to
the Bank, its agents, and/or its affiliates from the Escrow Property.
Distribution of the Fair Fund
74.
The Fund Administrator will seek to distribute the Net Available Fair Fund to all
Payees only after all Claim Forms have been processed and all Preliminary Claimants whose
claims have been rejected or disallowed, in whole or in part, have been notified and provided
the opportunity to contest or cure pursuant to the procedures set forth herein.
75. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List
and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek
an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17
C.F.R. § 210.1101(b)(6), to disburse funds to the Bank in accordance with the Payee List for
distribution by the Fund Administrator in accordance with the Plan. All disbursements will be
made pursuant to a Commission Order.
76. Upon issuance of an Order to disburse, the Commission staff will direct the
transfer of funds in accordance with the Payee List to the Bank. The Fund Administrator will
then use its best efforts to commence mailing Distribution Payment checks and/or effect
electronic payments within fourteen (14) business days of the release of the funds into the
Escrow Account. All efforts will be coordinated to limit the time between the Escrow
Account’s receipt of the funds and the issuance of Distribution Payments.
77.
All Distribution Payments will be issued by the Fund Administrator from the
Distribution Account. All checks will bear a stale date of one hundred twenty (120) days from
the date of issuance. Checks that are not negotiated by the stale date will be voided, and the
Bank will be instructed to stop payment on those checks. A Payee’s claim will be extinguished
if he, she, or it fails to negotiate his, her or its check by the stale date, and the funds will remain
in the Net Available Fair Fund, except as provided in paragraph 85.

13

78.
All payments will be preceded or accompanied by a communication that
includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that the
tax treatment of the distribution is the responsibility of each Payee and that the Payee should
consult his, her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a
statement that checks will be void and cannot be reissued after one hundred twenty (120) days
from the date the original check was issued; and (d) contact information for the Fund
Administrator for questions regarding the Distribution Payment. The letter or other mailings to
Payees characterizing a Distribution Payment will be submitted to the Tax Administrator and
Commission staff for review and approval.
79.
All Distribution Payments, either on their face or in the accompanying mailing,
will clearly indicate that the money is being distributed from the Fair Fund established by the
Commission to compensate investors for harm as a result of securities law violations.
80.
Distribution Payments must be made by check or electronic payment payable to
the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any
Distribution Payment check or electronic Distribution Payment. Any other payment
arrangement must be discussed with the Fund Administrator in consultation with the
Commission staff and must be authorized by the Payee. Compensation to a Third-Party Filer
for its services may not be paid or deducted from the Distribution Payment.
81.
If, after discussion with the Fund Administrator in consultation with the
Commission staff, and authorization by the Payee(s), a Distribution Payment is to be made to a
Third-Party Filer to distribute to the Payee(s), the Third-Party Filer will be required to complete
a certification, which will require them, at a minimum, to attest that any distribution to the
custodian, trustee, or investment professional representing multiple potentially eligible
beneficial owners, will be allocated for the benefit of current or former pooled investors and not
for the benefit of management. The certification form will be available on the Fair Fund
website and upon request from the Fund Administrator. All such Third-Party Filers must have
an auditable mechanism available to the Fund Administrator and the Commission staff to
confirm that each Payee received the Distribution Payment directed to them.
82.
The submission of a Claim Form and the receipt and acceptance of a Distribution
Payment by a Payee is not intended to be a release of a Payee’s rights and claims against any
party.
83.
In consultation with the Commission staff, the Fund Administrator may utilize
electronic or wire transfers to transfer approved Distribution Payments to filers of claims on
behalf of twenty (20) or more Payees. Wire transfers will be initiated by the Fund Administrator
using a two-party check and balance system, whereby completion of a wire transfer will require
an authorization by two members of the Fund Administrator’s senior staff.
Post Distribution; Handling of Returned/Undeliverable Payments or Uncashed Checks;
and Reissues
84.
The Fund Administrator shall use its best efforts to make use of commercially
available resources and other reasonably appropriate means to locate all Payees whose payments
are returned to the Fund Administrator as “undeliverable.” If new address or account
information becomes available, the Fund Administrator will repackage the distribution payment
and reissue the distribution payment in accordance with the new information. If new address or

14

account information is not available after a diligent search (and in no event no later than one
hundred twenty (120) days after the initial disbursement) or if the distribution payment is
returned again, the payment shall be voided and the Fund Administrator shall instruct the issuing
financial institution to stop payment. If the Fund Administrator is unable to find a Payee’s
correct address or other correct information needed for payment, the Fund Administrator, in its
discretion, may remove such Payee from the distribution and the allocated Distribution Payment
will remain in the Fair Fund for distribution, if feasible, to the remaining Payees.
85.
The Fund Administrator will reissue checks to Payees upon the receipt of a valid,
written request from the Payee prior to the initial stale date. In cases where a Payee is unable to
endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes,
or recipient is deceased) and the Payee or a lawful representative requests the reissuance of a
Distribution Payment check in a different name, the Fund Administrator will request, and must
receive, documentation to support the requested change. The Fund Administrator will review
the documentation to determine the authenticity and propriety of the change request. If, in the
discretion of the Fund Administrator, such change request is properly documented, the Fund
Administrator will issue an appropriately redrawn Distribution Payment to the requesting party.
Reissued checks will be void at the later of one hundred twenty (120) days from issuance of the
original check or sixty (60) days from the reissuance, and in no event will a check be reissued
after one hundred eighty (180) days from the date of the original issuance without the approval
of Commission staff.
86.
The Fund Administrator will make reasonable efforts to contact Payees who
have failed to negotiate their Distribution Payment check and take appropriate action to follow
up on the status of uncashed checks at the request of Commission staff. The Fund
Administrator may reissue such checks subject to the time limits detailed herein.
Administrative Costs
87.
All Administrative Costs will be paid from the Fair Fund in accordance with the
Commission’s Rules.
Disposition of Undistributed Funds
88.
If funds remain following the initial distribution and payment of all
Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may
seek subsequent distribution of any available remaining funds, pursuant to the Commission’s
Rules
89.
A residual within the Fair Fund will be established for any amounts remaining
after the final disbursement to Payees from the Fair Fund (the “Residual”). The Residual may
include funds from, among other things, the amounts remaining in the Reserve, distribution
checks that have not been cashed, checks or electronic payments that were not delivered or
returned to the Commission, tax refunds for overpayment or for waiver of IRS penalties.
90.
All funds remaining in the Residual that are infeasible to distribute to investors
will be returned to the Commission and transferred to the U.S. Treasury after the final
accounting is approved by the Commission.

15

Filing of Reports and Accountings
91.
In accordance with Rule 1105(f) of the Commission’s Rules, the Fund
Administrator shall provide to the Commission staff a progress report and a quarterly account
statement in a format to be provided by Commission staff, within forty-five (45) days of the
Commission’s approval of the Plan, and shall provide to Commission staff additional reports
and quarterly account statements within ten (10) days after the end of every calendar quarter.
Such progress reports shall inform the Commission staff of the activities and status of the Fair
Fund during the reporting period, and shall specify, at a minimum, the location of the account(s)
comprising the Fair Fund, including among other things, an interim accounting of all monies in
the Fair Fund.
92.
When the distribution is completed, the Fund Administrator shall provide to
Commission staff a final report summarizing all tasks undertaken and the outcome of its
administrative efforts. The Fund Administrator shall make arrangement for the final payment of
all Administrative Costs, and submit a final accounting of all monies received, earned, spent,
and distributed in connection with the administration of the Plan in a format provided by the
Commission staff. The Fund Administrator will also submit a report to the Commission staff
containing the final distribution statistics regarding distributions to individuals and entities, and
such other information requested by the Commission staff.
Termination of the Fair Fund
93.
The Fair Fund will be eligible for termination and the Fund Administrator will be
eligible for discharge after all of the following have occurred (a) a final accounting, in a
standard accounting format provided by the Commission staff, has been submitted by the Fund
Administrator and approved by the Commission; (b) all Administrative Costs have been paid;
and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer
to U.S. Treasury. Once the Commission has approved the final accounting, the Commission
staff will seek an order from the Commission authorizing: (a) the transfer of the Residual that is
infeasible to return to investors, and any amounts returned to the Fair Fund in the future that are
infeasible to return to investors, to the U.S. Treasury, subject to Section 21F(g)(3) of the
Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the Fund
Administrator’s bond; and (d) termination of the Fair Fund.
94.
Once the Fair Fund has been terminated and funds, if any, are transferred to the
U.S. Treasury, no further claims will be allowed and no additional payments will be made
whatsoever.
Miscellaneous
95.
When administering this Plan, the Fund Administrator, and/or each of its
designees, agents and assigns, may rely on: all applicable law; orders issued by the
Commission, including orders issued by delegated authority; orders issued by an administrative
law judge, if any, appointed in this proceeding; and any records, including records containing
investor information, provided by Commission staff.
96.
Should any additional funds be received pursuant to Commission or Court order,
agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds

16

will be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant
to the Commission’s Rules.
Wind-down and Document Retention
97.
The Fund Administrator will shut down the website, P.O. Box and customer
service telephone line(s) established specifically for the administration of the Fair Fund six (6)
months after the transfer of any remaining funds to the Commission, or at such earlier time as
the Fund Administrator determines with the concurrence of the Commission staff.
98.
The Fund Administrator will retain all materials submitted by Preliminary
Claimants in either paper or electronic form for a period of six (6) years from the date of
approval of a final accounting. Materials maintained in electronic form must be accessible and
readable for the duration of retention. Pursuant to the Commission staff’s direction, the Fund
Administrator will either turn over to the Commission or destroy all materials, including
documents in any media, upon expiration of this period.
VII.

NOTICE AND COMMENT PERIOD

99.
The Notice of Proposed Plan of Distribution and Opportunity to Comment (the
“Notice”) will be published on the Commission’s website at
http://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan
must do so in writing by submitting their comments to the Commission within thirty (30) days
of the publication of the Notice: (a) to the Office of the Secretary, United States Securities and
Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (b) by using the
Commission’s Internet comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending
an email to rule-comments@sec.gov. Comments submitted by email or via the Commission’s
website should include “Administrative Proceeding File Number 3-19541” in the subject line.
Comments received will be available to the public. Persons should only submit comments that
they wish to make publicly available.

17

EXHIBIT A
PLAN OF ALLOCATION
This Plan of Allocation is designed to compensate investors based on their losses on
shares of FCA N.V. common stock listed on a U.S. exchange and registered with the
Commission and traded under the symbol FCAU (the “Securities”) purchased or acquired
between October 13, 2014 and July 26, 2016, inclusive (the “Relevant Period”), due to the
misconduct of the Respondents. Investors who either did not purchase or acquire shares of the
Securities during the Relevant Period and, therefore did not receive shares at prices inflated by
the Respondents’ misconduct, or who are Excluded Parties,6 are ineligible to recover under this
Plan. A Preliminary Claimant, who may have suffered a loss as a result of transactions in the
Securities during the Relevant Period, who is not an Excluded Party, will be deemed an Eligible
Claimant. Artificial inflation in the price of the Securities over various date ranges surrounding
corrective disclosures and average closing prices of the Securities during the 90-day Lookback
Period (defined below) are reflected in Table A and Table B, respectively.
The Fund Administrator will calculate the amount of loss for each share of the Securities
purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows:7
For each share of FCA N.V. common stock that was traded on the NYSE under the ticker
symbol FCAU and purchased or otherwise acquired between October 13, 2014 and July 26,
2016, inclusive, and:
A.

Sold prior to the opening of trading on January 14, 2016, the Recognized Loss per
Share is $0.00.

B.

Sold on or after the opening of trading on January 14, 2016, and prior to the close
of trading on July 26, 2016, the Recognized Loss per Share shall be the lesser of:

C.

6

1.

the amount of inflation per share on the purchase/acquisition date as set
forth in Table A below minus the amount of inflation per share on the sale
date as set forth in Table A below;8 or

2.

the purchase/acquisition price minus the sale price.

Sold after the close of trading on July 26, 2016, and prior to the close of trading
on October 24, 2016 (the “Lookback Period”), the Recognized Loss per Share
shall be the least of:

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.
On January 3, 2016, FCA N.V. announced the completion of the spinoff of its stake in Ferrari. The Fund
Administrator will multiply unadjusted FCA N.V. share prices prior to 2016 by 100/152 in order to account for the
spinoff and use comparable prices throughout the Relevant Period in calculating each Eligible Claimant’s
Recognized Loss per Share and actual market loss. This calculation represents an isolation of the effect of the
spinoff on the stock price in order to calculate the price inflation related solely to the misstatements.
8
Given that the corrective disclosure on July 18, 2016 occurred during trading hours, for purposes of this Plan of
Allocation, the Fund Administrator will assume that any shares of FCA N.V. common stock purchased/acquired or
sold on July 18, 2016 for a price less than $6.75 per share occurred after the corrective information was released to
the market, and any shares of FCA N.V. common stock purchased/acquired or sold on July 18, 2016 for a price
equal to or greater than $6.75 per share occurred prior to the release of the corrective information.
7

D.

1.

the amount of inflation per share on the purchase/acquisition date as set
forth in Table A below; or

2.

the purchase/acquisition price minus the sale price; or

3.

the purchase/acquisition price minus the moving average closing price of
FCA common stock on the sale date as set forth in Table B below;

Held as of the close of trading on October 24, 2016, (i.e., the last day of the
Lookback Period), the Recognized Loss per Share shall be the lesser of:
1.

the amount of inflation per share on the purchase/acquisition date as set
forth in Table A below; or

2.

the purchase/acquisition price minus $6.57, the moving average closing
price of FCA common stock during the Lookback Period, as shown on the
last line in Table B.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the
Recognized Loss per Share on such shares will be $0.00.
All prices mentioned in the calculations exclude all taxes, fees and commissions.
Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade”
date as opposed to the “settlement” or “payment” date.
Additional Provisions
FIFO Methodology: Transactions for an Eligible Claimant who made multiple
purchases/acquitisions and sales of Securities during the Relevant Period will be matched
according to the first-in, first-out (“FIFO”) method. The earliest sales during the Relevant Period
will be matched first against any holdings at the opening of the Relevant Period. Once the
beginning holdings have all been matched, or in the event that the Eligible Claimant had no
beginning holdings, then any further sales will be matched against the earliest Relevant Period
purchases/acquisitions and chronologically thereafter.
Acquisitions: The receipt or grant of the Securities to the Eligible Claimant by gift,
devise, inheritance, or operation during the Relevant Period is not considered an eligible
purchase if the original purchase did not occur during the Relevant Period. Shares acquired
outside the Relevant Period will be excluded from the calculation of the Recognized Loss.
Options and Derivatives: FCA N.V. common stock is the only security eligible for
recovery under this Plan. Option contracts to purchase or sell the Securities are not securities
eligible for recovery under the Plan. With respect to the Securities purchased or sold through the
exercise of an option, the purchase/sale date is the exercise date of the call and the assignment
date of the put, and the purchase/sale price is the strike price of the call at the time of exercise
and the strike price of the put at the time of assignment. Transactions in the Securities during the
Relevant Period that are pursuant to, or in connection with, a swap or another non-option
derivative will not be eligible for a recovery.

2

Short Sales: If the sale date for a share falls before the purchase date, then the share has a
Recognized Loss per Share of $0.00. The date of covering a “short sale” is deemed to be the
date of purchase of the Securities and the date of a short sale is deemed to be the date of sale of
the Securities. The earliest Relevant Period purchases will be matched against any short position
existing on the date prior to the start of the Relevant Period, and not entitled to a recovery, until
that short position is fully covered.
Recognized Loss: An Eligible Claimant’s Recognized Loss will be the sum of the
Recognized Loss per Share, as calculated above, on all shares of the Securities purchased or
acquired during the Relevant Period. If the Recognized Loss calculates to a gain, then the
Recognized Loss will be $0.00.
Market Loss Limitation: If an Eligible Claimant’s actual market loss on shares of the
Securities purchased/acquired during the Relevant Period is less than his, her or its Recognized
Loss, then the Eligible Claimant’s Recognized Loss shall be limited to the actual market loss
amount. If the actual market loss calculates to a gain, then the Eligible Claimant’s Recognized
Loss will be $0.00. The actual market loss will be calculated as (a) the total purchase amount for
shares of the Securities purchased/acquired during the Relevant Period,9 less the sum of (b) the
sales proceeds on those shares sold from October 13, 2014 to October 24, 2016, inclusive,10 and
(c) the holding value on the remainder of those shares, which will be $6.57 per share, the moving
average price as of the last day of the Lookback Period, for purposes of this calculation.11
Allocation of Funds: If the Net Available Fair Fund, as defined in the Plan, is equal to or
exceeds the sum of Recognized Losses of all Eligible Claimants, each Eligible Claimant’s
distribution amount will equal his, her, or its Recognized Loss, plus “Reasonable Interest,” if
applicable. If the Net Available Fair Fund is less than the sum of the Recognized Losses of all
Eligible Claimants, each Eligible Claimant’s distribution amount will equal his, her, or its “Pro
Rata Share” of the Net Available Fair Fund (and no Reasonable Interest). In either case, the
distribution amount will be subject to the “Minimum Distribution Amount.”
Reasonable Interest: If the Net Available Fair Fund exceeds that necessary to pay all
Eligible Claimants his, her, or its Recognized Losses in full, the Fund Administrator, in
consultation with the Commission staff, may include reasonable interest in the distribution
amount to compensate Eligible Claimants for the time value of his, her, or its respective
Recognized Losses. Reasonable Interest will be calculated using the Short-term Applicable
Federal Rate plus three percent (3%), compounded quarterly from the end of the Relevant Period
through the approximate date of the disbursement of the funds. If there are insufficient funds to
pay Reasonable Interest in full to all Eligible Claimants, each Eligible Claimant’s Reasonable
Interest amount will be his, her or its Pro Rata Share of the excess funds.
Pro Rata Share: A Pro Rata computation is intended to measure Eligible Claimants’
Recognized Losses against one another. The Fund Administrator shall determine each Eligible
9

Purchases during the Relevant Period to cover short positions will be included in the calculation of actual market
loss if the purchase is matched to a short sale during the Relevant Period. Purchases/acquisitions that are not eligible
for recovery will not be considered for purposes of calculating the actual market loss.
10
Sales of the Security during the Relevant Period will be matched first against the opening position and the proceeds
of such sales will not be considered for purposes of calculating the actual market loss. Short sales will be considered
for purposes of calculating the actual market loss.
11
Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual
market loss.

3

Claimant’s Pro Rata Share as the ratio of his, her, or its Recognized Loss to the sum of the
Recognized Losses of all Eligible Claimants.
Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00. If
an Eligible Claimant’s distribution amount is less than the Minimum Distribution Amount, that
Eligible Claimant will be deemed ineligible to receive a Distribution Payment and his, her, or its
distribution amount will be reallocated on a pro rata basis to Eligible Claimants whose
distribution amounts are greater than or equal to the Minimum Distribution Amount.
Payee: An Eligible Claimant whose distribution amount (inclusive of Reasonable
Interest, if any) equals or exceeds the Minimum Distribution Amount will be deemed a Payee
and receive a Distribution Payment for their distribution amount.
Prior Recovery: To avoid payment of a windfall, the Distribution Payment will be no
larger than the Payee’s Recognized Loss minus the amount of any compensation for the loss that
resulted from the conduct described in the Order that was received from another source (e.g.,
class action settlement), to the extent known by the Fund Administrator. Reasonable Interest, if
awarded, may be added to such Distribution Payment.

4

Table A: Estimated Artificial Inflation in FCAU Common Stock
Date Range
October 13, 2014 to January 13, 2016
January 14, 2016 to July 18, 2016 (prior to the release of corrective
information)12
July 18, 2016 (after the release of corrective information)13 to July 18,
2016
July 19, 2016 to July 26, 2016

12

Inflation per
Share
$0.98
$0.70
$0.64
$0.55

As noted in footnote 3 above, for purposes of the Plan of Allocation, the Fund Administrator will assume that any
shares of FCA N.V. common stock purchased/acquired or sold on July 18, 2016 for a price equal to or greater than
$6.75 per share occurred prior to the release of the corrective information.
13
As noted in footnote 3 above, for purposes of the Plan of Allocation, the Fund Administrator will assume that any
share of FCA N.V. common stock purchased/acquired or sold on July 18, 2016 for a price less than $6.75 per share
occurred after the corrective information was released to the market.

5

Table B: FCAU Common Stock Moving Average Closing Price, July 27, 2016 – October
24, 2016
Moving
Moving
Moving
Average
Average
Average
Closing
Closing
Closing
Price from
Price from
Price from
July 27,
July 27,
July 27,
2016 to Date
2016 to Date
2016 to Date
Shown
Date
Shown
Date
Shown
7/27/2016
$6.70
8/25/2016
$6.71
9/26/2016
$6.67
7/28/2016
$6.54
8/26/2016
$6.71
9/27/2016
$6.66
7/29/2016
$6.50
8/29/2016
$6.72
9/28/2016
$6.65
8/1/2016
$6.46
8/30/2016
$6.73
9/29/2016
$6.64
8/2/2016
$6.38
8/31/2016
$6.73
9/30/2016
$6.63
8/3/2016
$6.42
9/1/2016
$6.74
10/3/2016
$6.63
8/4/2016
$6.43
9/2/2016
$6.74
10/4/2016
$6.62
8/5/2016
$6.47
9/6/2016
$6.74
10/5/2016
$6.62
8/8/2016
$6.51
9/7/2016
$6.75
10/6/2016
$6.62
8/9/2016
$6.54
9/8/2016
$6.75
10/7/2016
$6.62
8/10/2016
$6.57
9/9/2016
$6.75
10/10/2016
$6.62
8/11/2016
$6.60
9/12/2016
$6.75
10/11/2016
$6.61
8/12/2016
$6.62
9/13/2016
$6.74
10/12/2016
$6.61
8/15/2016
$6.65
9/14/2016
$6.73
10/13/2016
$6.60
8/16/2016
$6.66
9/15/2016
$6.72
10/14/2016
$6.60
8/17/2016
$6.67
9/16/2016
$6.71
10/17/2016
$6.59
8/18/2016
$6.68
9/19/2016
$6.71
10/18/2016
$6.59
8/19/2016
$6.68
9/20/2016
$6.70
10/19/2016
$6.58
8/22/2016
$6.68
9/21/2016
$6.69
10/20/2016
$6.58
8/23/2016
$6.69
9/22/2016
$6.69
10/21/2016
$6.57
8/24/2016
$6.70
9/23/2016
$6.68
10/24/2016
$6.57

6

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A7fdd184bacb47ec4. Public record. Not legal advice.