UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-17212

In the Matter of 

LOGITECH INTERNATIONAL, S.A., 

MICHAEL DOKTORCZYK, and 

SHERRALYN BOLLES, CPA,

Respondents. 

PROPOSED PLAN OF DISTRIBUTION 

Introduction

1. This proposed Plan of Distribution (the “Plan”) has been developed pursuant to 

Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Rules”), 17 

C.F.R. § 201.1101. The Plan proposes a distribution of the funds collected in the abovereferenced proceeding from Logitech International, S.A. (“Logitech”), Michael Doktorczyk 

(“Doktorczyk”), and Sherralyn Bolles, CPA (“Bolles”) (collectively, the “Respondents”) to 

investors who purchased shares of Logitech common stock on the Nasdaq Global Select Market 

at inflated prices during the period from May 28, 2011 through July 27, 2011, inclusive 

(“Recovery Period”), and who suffered losses in the value of their investment subsequent to 

disclosures by the Respondents.

Background

2. On April 19, 2016, the Securities and Exchange Commission (the “Commission”) 

issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing Cease-and-Desist Orders and 

Penalties (the “Order”)

1

against the Respondents. In the Order, the Commission found Logitech 

responsible for recurring instances of improper accounting between 2008 and 2013 related to a 

product write-down, warranty liabilities, and revenue recognition. The Commission further

found Doktorczyk and Bolles, both former officers of Logitech, responsible for the improper 

accounting for warranty liabilities that occurred during their employment. The Commission 

ordered Logitech, Doktorczyk, and Bolles to pay civil money penalties of $7,500,000.00, 

$50,000.00, and $25,000.00, respectively. The Order provides that the Commission can 

distribute the civil money penalties if, in its discretion, it orders the establishment of a Fair Fund, 

 

1 Exchange Act Rel. No. 77644 (Apr. 19, 2016). 
2

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley 

Act”). The Respondents have since paid in full and the Commission holds more than $7.575 

million, comprised of the civil money penalties paid by the Respondents and accrued interest. 

3. On February 27, 2018, the Commission established a Fair Fund, pursuant to 

Section 308(a) of the Sarbanes-Oxley Act, so that the $7.575 million in civil money penalties

paid by the Respondents can be distributed for the benefit of the injured investors (the “Fair 

Fund”).2 

4. The Fair Fund is deposited in an interest-bearing account at the United States 

Treasury Department’s (“Treasury”) Bureau of the Fiscal Service (“BFS”). All BFS fees will be 

paid by the Fair Fund, first from the interest earned on the funds, and if the interest is not

sufficient, from the corpus of the Fair Fund. The assets of the Fair Fund are subject to the 

continuing jurisdiction and control of the Commission. The Plan is subject to approval by the 

Commission, and the Commission retains jurisdiction over implementation of the Plan.

Fund Administrator

5. The Commission has appointed Garden City Group, LLC as the Fund 

Administrator (the “Fund Administrator”).

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6. The Fund Administrator has obtained a bond in the manner prescribed by Rule 

1105(c) of the Rules in the amount of $7,575,000. The bond premium will be paid from the Fair 

Fund, first from the interest earned on the funds, and if the interest is not sufficient, from the 

corpus of the Fair Fund.

7. 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 Potential Claimants (defined below); obtaining accurate mailing information 

for Potential Claimants; establishing a website and staffing a call center to address inquiries 

during the claims process; developing a claims database; preparing accountings; cooperating 

with the Tax Administrator (defined below) to ensure compliance with tax laws, rules, and 

regulations; advising Potential Claimants of claim deficiencies and providing an opportunity to 

cure any documentary defects; determining and ensuring compliance with all foreign jurisdiction 

requirements for serving notices and otherwise implementing the Plan; taking antifraud 

measures, such as identifying false, ineligible and overstated claims; making determinations 

under the criteria in the Plan as to Potential Claimant eligibility; advising Potential Claimants of 

final claim determinations; and disbursing the Fair Fund in accordance with the Plan. 

8. All fees and expenses of the Fund Administrator will be paid by the Fair Fund, 

first from the interest earned on the funds, and if the interest is not sufficient, from the corpus of 

the Fair Fund. The Fund Administrator may submit an invoice for completed services to the 

 

2 Order Establishing a Fair Fund, Exchange Act Rel. No. 82783 (Feb. 27, 2018).

3 Order Appointing Fund Administrator and Setting Administrator Bond Amount, Exchange Act Rel. No. 82972 

(Mar. 30, 2018). 
3

Commission staff for filing with the Commission; upon approval of an application by the 

Commission, the Fund Administrator will be paid its reasonable fees and expenses for those

services. 

Tax Administrator

9. Tax Administrator. The Commission has appointed Miller Kaplan Arase LLP as 

the Tax Administrator for the Fair Fund (the “Tax Administrator”).4 The Tax Administrator is 

required to administer the Fair Fund as a Qualified Settlement Fund (“QSF”) under Section

468B(g) of the Internal Revenue Code, 26 U.S.C. § 468B(g), and related regulations, 26 C.F.R.

§§1.468B-1 through 1.468B-5. The Tax Administrator is responsible for, among other things, all 

income tax related reporting requirements including the preparation and filing of tax returns. 

10. The Tax Administrator will be compensated for reasonable fees and expenses 

from the Fair Fund in accordance with its Revised 2017-2018 Engagement Letter Agreement 

with the Commission. All taxes and the fees and expenses of the Tax Administrator will be paid 

by the Fair Fund, first from the interest earned on the funds, and if the interest is not sufficient, 

from the corpus of the Fair Fund.

Definitions

11. As used in the Plan, the following definitions apply:

(a) Claim Deadline. The date by which a Claim Form must be postmarked or, if 

not sent by U.S. Mail, received by the Fund Administrator to avoid the 

barring of any rights of a Potential Claimant to participate in the distribution 

of the Fair Fund. The Claim Deadline shall be one-hundred thirty-five (135) 

days after Plan approval. Claim Forms postmarked or, if not sent by U.S. 

Mail, received after the Claim Deadline will not be reviewed and evaluated.

(b) Claim Form. The form designed by the Fund Administrator and approved by 

Commission staff, for the filing of claims in accordance with the Plan. The 

Claim Form will require, at a minimum, sufficient documentation of 

transactions in the Security such that eligibility under the Plan can be 

determined, tax identification and related information from the Potential 

Claimant as determined necessary by the Fund Administrator in coordination 

with the Tax Administrator, and a certification that the Potential Claimant is 

not an Excluded Party. Claim Forms will be included in the Claims Packet 

mailed by the Fund Administrator to identified Potential Claimants, and will 

be available on the Fair Fund website described below, ¶ 13(d). Claimants 

may also request a Claim Form from the Fund Administrator via mail, email,

or by calling the toll-free number established for the Fair Fund, all of which 

contact information will be set forth on the website.

 

4 Order Appoint Tax Administrator, Exchange Act Rel. No. 82187 (Nov. 30, 2017).
4

(c) Claims Packet. The materials relevant to submitting a claim that may be 

provided to identified Potential Claimants, including Potential Claimants who 

request such materials through a website or otherwise. The Claims Packet 

will include, at minimum, a copy of the Plan Notice and a Claim Form 

(together with instructions for completion of the Claim Form). 

(d) Deficiency Notice. The notice sent by the Fund Administrator via United 

States First Class Mail to all Potential Claimants whose claims are deficient 

in one or more ways (e.g., failure to provide required information or 

documentation). The Deficiency Notice will advise the Potential Claimant of

the reason(s) for the deficiency, notify the Potential Claimant of the 

opportunity to cure such deficiency, and provide instructions regarding what 

is required to do so. The Deficiency Notice shall be sent within sixty (60)

days of the Claim Deadline. The deadline to cure deficiencies shall be thirty 

(30) days from the date of the Deficiency Notice. 

(e) Determination Notice. The notice, sent by the Fund Administrator by United 

States First Class Mail to each Potential Claimant who submitted a Claim 

Form, setting forth the Fund Administrator’s conclusion concerning 

eligibility of such claim. In the event the claim is denied, the Determination 

Notice will state the reason(s) for such denial and notify the Potential 

Claimant of their opportunity to request reconsideration of their claim. The 

Determination Notices shall be mailed within one hundred twenty (120) days 

of the Claim Deadline.

(f) Distribution Methodology. The methodology used to determine eligibility 

and calculate Distribution Payments as set forth at ¶¶ 32 to 41.

(g) Distribution Payment. A payment to an Eligible Claimant in accordance with 

the Plan. 

(h) Eligible Claimant. A Potential Claimant who is not an Excluded Party and

who is determined by the Fund Administrator to be eligible under the Plan for 

a Distribution Payment. 

(i) Eligible Loss Amount. For each Eligible Claimant, the sum of all Recognized 

Losses as calculated in accordance with ¶ 33.

(j) Excluded Parties. The Respondents and any assigns, heirs, spouses, parents, 

dependents or controlled entities of any of the Respondents; Eric K. Bardman

and Jennifer F. Wolf, the Defendants in SEC v. Bardman, et al., Civ. Act. No. 

3:16-2023 (N.D. Cal.), and any of their assigns, heirs, spouses, parents, 

dependents or controlled entities; and the Fund Administrator, its employees, 

and those persons assisting the Fund Administrator in its role as Fund 

Administrator. The Claim Form will require all Potential Claimants to certify 

that they are not an Excluded Party. 
5

(k) Net Fair Fund. The assets of the Fair Fund, including investment income, 

less amounts expended or reserved for tax obligations and the fees and costs 

of administering the Fair Fund in accordance with the Plan. 

(l) Plan Notice. A written notice from the Fund Administrator to Potential 

Claimants informing them of the Plan and its eligibility requirements, 

explaining how to submit a claim and how to obtain a copy of the approved 

Plan and Claim Form by request or from the Fair Fund website, and 

identifying ways to submit a claim. 

(m) Potential Claimants. Individuals and entities, or their lawful successors, who 

purchased the Security on the Nasdaq Global Select Market during the 

Recovery Period. 

(n) Recovery Period. May 28, 2011 through July 27, 2011, inclusive.

(o) Security. Logitech common stock traded on the Nasdaq Global Select 

Market under the trading symbol LOGI.

(p) Summary Notice. The notice published in print or internet media pursuant to

¶13(i) below. Such notice (the text of which shall be approved by the staff of 

the Commission) shall include, at a minimum, a statement of the purpose of 

the Fair Fund and the Plan, the means of obtaining a Claim Packet, and the 

Claim Deadline.

Identification of and Notification to Potential Claimants

12. The Fund Administrator, as practicable, will use its best efforts to identify 

Potential Claimants from a review of trading records and account information provided by the 

transfer agent for Logitech, registered broker dealers, and any other sources available to it. 

13. Within forty-five (45) days of Commission approval of the Plan, the Fund 

Administrator shall:

(a) create a mailing and claim database of all Potential Claimants based upon 

information provided by the transfer agent for Logitech or otherwise obtained 

by the Fund Administrator;

(b) run a National Change of Address search to retrieve updated addresses for all 

records in the database, thereby ensuring updated mailing information for 

Potential Claimants;

(c) mail to each Potential Claimant identified by the Fund Administrator and to the 

Fund Administrator’s list of banks, brokers, and other nominees;
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(d) establish and maintain a website dedicated to the Fair Fund. The Fair Fund’s

website, located at www.LogitechFairFund.com,will make available a copy of 

the Claims Packet, 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 in downloadable format, and provide such 

other information that the Fund Administrator believes will be beneficial to 

Potential Claimants; 

(e) establish a link to the Fair Fund’s website from its own website, located at 

www.choosegcg.com/cases-info;

(f) provide a copy of the approved Plan and Plan Notice to the Commission staff 

and request that the Commission staff establish a link to the Fair Fund’s website 

on the Commission webpage dedicated to this administrative proceeding, 

located at www.sec.gov/divisions/enforce/claims/logitech-bardman.htm;

(g) establish and maintain a traditional mailing address and an email mailing 

address, which will be listed on all correspondence from the Fund Administrator

and posted on the Fair Fund’s website;

(h) establish and maintain a toll-free telephone number for Potential Claimants to 

call to speak to a representative of the Fund Administrator during its regular 

business hours or, outside of such hours, to hear prerecorded information about 

the Fair Fund. The Fund Administrator will advise the Commission staff of the 

toll-free number, post the number on the Fair Fund’s website, and include the 

number on all correspondence; and

(i) publish a copy of a Summary Notice, approved by Commission staff, in a 

manner and through media deemed appropriate by the Fund Administrator and 

acceptable to the Commission staff.

14. The Commission staff retains the right to review and approve any material posted 

on the Fair Fund’s website. 

15. Persons may also obtain a copy of the Plan on the Commission’s public website at 

https://www.sec.gov/litigation/fairfundlist.htm .

16. The Fund Administrator will promptly provide a Claims Packet to any Potential 

Claimant upon request made prior to the Claim Deadline.

17. The Fund Administrator will mail Plan Notices 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 Logitech shareholders and holdings at relevant times. 

The Fund Administrator will request that these entities, to the extent that they were record 

holders for beneficial owners of the Security: 
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(a) Notify the respective beneficial owners of receipt of the Plan Notice within 

fourteen (14) days of receipt of the Plan Notice so that beneficial owners may 

timely file a claim; 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 for all beneficial owners 

for whom the record holders purchased the Security during the Recovery 

Period so that the Fund Administrator can communicate with them directly. 

18. The Fund Administrator will attempt to locate any Potential Claimant whose 

mailing is returned as undeliverable by the U.S. Postal Service, including an advanced address 

search, if and as feasible, and will document all such efforts. The Fund Administrator shall 

immediately re-mail any returned undeliverable mail for which the U.S. Postal Service has 

provided a forwarding address. Additional efforts by the Fund Administrator to identify new 

addresses for returned undeliverable mail will be conducted as necessary and economically 

reasonable after consultation with the Commission staff. The Fund Administrator, with 

Commission staff approval, may engage a third-party search firm to conduct more rigorous 

searches for persons who mailing is returned as undeliverable; all such costs shall be paid by the 

Fair Fund, first from the interest earned on the funds, and if the interest is not sufficient, from the 

corpus of the Fair Fund. 

Claims Process 

19. In all materials that refer to the Claim Deadline, the Claim Deadline will be 

clearly identified as within 135 (one hundred thirty-five) days of Plan approval in accordance 

with ¶ 11(a), above. To avoid being barred from asserting a claim, each Potential Claimant must 

submit to the Fund Administrator a Claim Form reflecting such Potential Claimant’s claim 

postmarked or, if not sent by U.S. mail, received on or before the Claim Deadline. The burden 

will be on the Potential Claimant to ensure that his or her Claim Form has been properly and 

timely postmarked or, if not sent by U.S. Mail, received. A Claim Form that is postmarked or, if 

not sent by U.S. Mail, received after the Claim Deadline will not be accepted unless the deadline 

is extended by the Fund Administrator after consultation with the Commission staff. Any 

extension will be published on the Fair Fund website. 

20. The burden to prove receipt of the claim by the Fund Administrator will be upon 

the Potential Claimant; therefore Potential Claimants will be instructed to submit their Claim 

Forms in a manner that will enable them to prove timely receipt of the Claim Form by the Fund 

Administrator. 

21. Claim Forms must be properly filled out per the instructions provided by the Fund 

Administrator, and must be accompanied by such documentary evidence as the Fund 

Administrator deems necessary or appropriate to substantiate the claim. Without limitation, this 

information may include third-party documentary evidence of purchases and dispositions of the 

Security, as well as holdings of the Security, at relevant dates. 
8

22. All claims and supporting documentation necessary to determine a Potential 

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 Potential Claimant under penalty of perjury 

under the laws of the United States. The declaration must be executed by the Potential Claimant, 

unless the Fund Administrator accepts such declaration from someone authorized to act on the 

Potential Claimant’s behalf, whose authority is supported by such documentary evidence as the 

Fund Administrator deems necessary. 

23. The Fund Administrator will review all claim submissions and determine the 

eligibility of each Potential Claimant to participate in the Fair Fund by reviewing claim data and 

supporting documentation (or lack thereof), verifying the claim, and calculating each Potential 

Claimant’s loss pursuant to the Plan. Each Potential Clamant will have the burden of proof to 

establish the validity and amount of his or her claim, and that they qualify as an Eligible 

Claimant, including the burden to certify that they are not an Excluded Party. The Fund 

Administrator will have the right to request, and the Potential Claimant will have the burden to 

promptly provide to the Fund Administrator, any additional information and/or documentation 

deemed relevant by the Fund Administrator. Any additional information supplied to the Fund 

Administrator must be postmarked or, if not sent by U.S. Mail, received no later than the 

deadline set for responses to a Deficiency Notice. 

24. Potential Claimants will be able to contact the Fund Administrator via the toll-free 

telephone number, an email address, or using traditional mail to request copies of the Claim 

Form, ask questions about how to complete and file the Claim Form, and inquire about their 

claim. 

25. The Fund Administrator will send a Deficiency Notice to each Potential Claimant 

that submitted a Claim Form whose claims are deficient. Any Potential Claimant with a 

deficient claim will have thirty (30) days from the date of the Deficiency Notice to cure any 

deficiencies identified in the Deficiency Notice; any submission postmarked or, if not sent by 

U.S. Mail, received more than thirty (30) days from the date of the Deficiency Notice will not be 

accepted. 

26. Within one hundred twenty (120) days of the date of the Claim Deadline, the 

Fund Administrator will send a Determination Notice to all Potential Claimants who submitted a 

Claim Form. The Fund Administrator will consult with the Commission staff regarding claim 

rejections before the issuance of Determination Notices. Any Potential Claimant seeking 

reconsideration of a denial of claim must send a request for reconsideration (“Request for 

Reconsideration”) to the Fund Administrator in writing within thirty (30) days of the date of the 

Determination Notice. All requests for reconsideration must include the necessary 

documentation to substantiate the basis upon which the Potential Claimant is requesting 

reconsideration of their claim. Any request for reconsideration postmarked or, if not sent by 

U.S. Mail, received more than thirty (30) days from the date of the Determination Notice will not 

be accepted. 

27. The Fund Administrator may, in its sole discretion, consider disputes of any 

nature presented by Potential Claimants, and will consult Commission staff as appropriate. The 
9

Determination Notice will constitute the Fund Administrator’s final ruling regarding the status of 

the claim, unless the Potential Claimant is notified in writing that the determination has been 

revised in response to the Request for Reconsideration. Any such notice of reconsideration shall 

be sent by the Fund Administrator within sixty (60) days of the date of the Determination Notice. 

28. The Fund Administrator will 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. 

29. The Potential Claimant has the burden of notifying the Fund Administrator of a 

change in his or her current address and other contact information, and of ensuring that such 

information is properly reflected in the Fund Administrator’s records.

30. The recipient of Securities as a gift, inheritance, devise, or 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 Security, 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. 

31. 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. 

Distribution Methodology

32. This methodology is designed to compensate Eligible Claimants based on their 

losses from purchases of the Security on the Nasdaq Global Select Market during the Recovery 

Period due to the disclosures made by the Respondents. Potential Claimants who did not 

purchase the Security on the Nasdaq Global Select Market during the Recovery Period do not 

have any Recognized Losses under the Plan. The amount to be distributed to each Eligible 

Claimant will be determined as described in the following paragraphs. 

33. For shares of Logitech common stock listed on the Nasdaq Global Select Market 

under the trading symbol LOGI that were:

(a) Purchased or held prior to the Recovery Period, or purchased after the 

Recovery Period, the Recognized Loss per share is $0.00.

(b) Purchased during the Recovery Period, and
10

(i) Sold during the Recovery Period, the Recognized Loss per share is 

$0.00.

(ii) Sold on or after July 28, 2011 and on or before October 26, 2011, the 

Recognized Loss per share is equal to the lesser of (1) the purchase 

price per share minus the sale price per share or (2) $0.68.

(iii) Sold or held after October 26, 2011, the Recognized Loss per share 

is equal to the lesser of (1) the purchase price per share minus $9.01, 

the closing price on October 26, 2011, or (2) $0.68.

(c) For example:

(i) A share purchased on May 31, 2011 at $12.20 would have a 

Recognized Loss of $0.00 if it was sold on July 26, 2011;

(ii) A share purchased on May 31, 2011 at $12.20 would have a 

Recognized Loss of $0.50 if it was held through the close of trading 

on July 27, 2011 and sold on or before October 26, 2011 at $11.70.

(iii) A share purchased on May 31, 2011 at $12.20 would have a 

Recognized Loss of $0.68 if it was held through the close of trading 

on July 27, 2011 and sold on or before October 26, 2011 at $11.00.

(iv) A share purchased on May 31, 2011 at $12.20 has a Recognized 

Loss of $0.00 if it was held through the close of trading on July 27, 

2011 and sold on a later date at $12.45.

(v) A share purchased on May 31, 2011 at $12.20 has a Recognized 

Loss of $0.68 if it was sold on or after October 27, 2011, for $10.00

or continues to be held. 

34. Price. All prices mentioned in the calculations exclude all fees and commissions. 

Purchases and sales shall be deemed to have occurred on the “contract” or “trade” date as 

opposed to the “settlement” or “payment” date.

35. FIFO Methodology: For each Potential Claimant who made multiple purchases 

and sales of the Security during the Recovery Period, the transactions will be calculated 

according to the first-in, first-out (“FIFO”) method. The earliest sales during the Recovery 

Period will be matched first against any holdings at the opening of the Recovery Period. Once 

the beginning holdings have all been matched, or in the event that the Potential Claimant had no 

beginning holdings, then any further sales would be matched against the earliest Recovery Period 

purchases and chronologically thereafter.

36. Short Sales: If the sale date for a share falls before the purchase date (“Short 

Sale”), then the share has a Recognized Loss of $0.00.

 

37. Acquisitions: The receipt or grant to the Potential Claimant by gift, devise, 

inheritance, or operation of law of the Security during the Recovery Period is not considered an 

eligible purchase if the original purchase did not occur during the Recovery Period. Such shares 

will be excluded from the calculation of the Potential Claimant’s Eligible Loss Amount.
11

38. Eligible Loss Amount: A Potential Claimant’s Eligible Loss Amount will be 

calculated as the sum of Recognized Losses, as calculated in accordance with ¶ 33. If the 

Eligible Loss Amount is less than $0.00, reflecting an overall gain, the Eligible Loss Amount 

will be $0.00.

39. Market Loss Limitation: If a Potential Claimant’s actual losses in the Security are 

less than the Eligible Loss Amount, then the Eligible Loss Amount shall be limited to the actual 

loss amount. With respect to shares of the Security purchased during the Recovery Period, 

Investors whose total proceeds from sales of those shares exceeded the total purchase amount 

for those shares shall have an Eligible Loss Amount of $0.00

40. Pro Rata Distribution: If the Net Fair Fund has sufficient funds, each Eligible 

Claimant will receive a Distribution Payment equal to the amount of his, her, or its Eligible Loss 

Amount. If the Net Fair Fund is not sufficient to pay the full Eligible Loss Amount for all 

Eligible Claimants, then each Eligible Claimant will receive a Distribution Payment that their 

Eligible Loss Amount bears in proportion to the total Eligible Loss Amounts of all Eligible 

Claimants (“Pro-Rata Share”). 

41. Minimum Distribution Amount: If an Eligible Claimant’s Distribution Payment is 

less than $10.00, that Eligible Claimant will not receive a Distribution Payment and the funds 

will be distributed to other Eligible Claimants whose Distribution Payments are greater than 

$10.00.

Establishment of Escrow Account

42. The Fund Administrator will establish an escrow account (the “Escrow Account”) 

at a United States commercial bank (the “Bank”) that is acceptable to the Commission staff. The 

Escrow Account shall be established pursuant to an escrow agreement (the “Escrow 

Agreement”) to be provided by the Commission staff, in the name of and bearing the Employer 

Identification Number (“EIN”) of the Qualified Settlement Fund as described above. The Fund 

Administrator shall also establish with the Bank a separate deposit account (the “Deposit 

Account”) (e.g., controlled distribution account, managed distribution account, linked checking 

account or investment account) for the purpose of funding distribution payments to be distributed 

to Eligible Claimants by the Fund Administrator pursuant to the Plan. The name of such account 

shall be in the following form: Logitech Fair Fund (EIN XX-XXXXXXX), as custodian for the 

benefit of investors allocated a distribution pursuant to the Plan in Logitech International, S.A. et 

al., Administrative Proceeding File No. 3-17212. 

43. During the term of the Escrow Agreement, if invested, the Escrow Account shall 

be invested and reinvested in short-term Treasury securities backed by the full faith and credit of 

the United States Government or an agency thereof, of a type and term necessary to meet the 

cash liquidity requirements for payments to Eligible Claimants, and tax obligations, including 

investment or reinvestment in a bank account insured by the Federal Deposit Insurance 

Corporation (“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 
12

obligations of the United States government. All interest earned will accrue for the benefit of the 

Fair Fund.

44. Prior to the receipt of any funds in the Escrow Account, the Bank will provide to 

the Fund Administrator an attestation, in a form acceptable to the Commission staff, that all 

funds in the Escrow Account will be held for the Fair Fund and that the Bank will not place any 

lien or encumbrance of any kind upon the funds. The Fund Administrator will be the signatory 

on the Escrow Account, subject to the continuing jurisdiction and control of the Commission. 

45. Upon transfer from the BFS, all funds shall remain in the Escrow Account, 

separate from bank assets, pursuant to the Escrow Agreement until needed to satisfy a presented 

check. All checks presented for payment or electronic transfer will be subject to “positive pay” 

controls before they are honored by the Bank. The “positive pay” system provides protection 

against fraud arising from counterfeit or altered checks. The “positive pay” system will require, 

at a minimum, confirmation by the Bank that all checks presented for payment match the 

identifiers and amounts on the payee list prior to honoring such checks. In each instance, funds 

will be transferred from the Escrow Account to the Deposit Account on the Bank’s confirmation 

that a presented check matches the relevant “positive pay” criteria. 

46. The Fund Administrator shall provide duplicate 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. 

Distribution of the Fair Fund

47. The Fund Administrator, in consultation with Commission staff and the Tax 

Administrator, shall determine the Net Fair Fund by retaining a prudent reserve to pay any taxes, 

fees and expenses payable in connection with the Fair Fund, as well as a reasonable contingency 

for potential unforeseen issues. 

48. The Net Fair Fund will be distributed to Eligible Claimants as provided under the 

terms of the Plan. An Eligible Claimant’s Eligible Loss Amount, as determined in accordance 

with the Distribution Methodology above, will be used to determine the amount of their 

Distribution Payment. 

49. The Fund Administrator shall distribute the Net Fair Fund to all Eligible 

Claimants only after all timely submitted Claim Forms have been processed and all Potential 

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 above, and 

after a Commission Order to Disburse has issued.

50. The Fund Administrator may make one or more distributions to Eligible 

Claimants pursuant to the Payee List process described below. With respect to distributions after 

the initial distribution and unless otherwise determined by the Fund Administrator in 

consultation with the Commission staff, each distribution will be limited to those Eligible 
13

Claimants that negotiated the distribution checks issued in the immediately preceding 

distribution, or received electronic payments.

51. Within ninety (90) days following the date of the Determination Notices

described above, ¶ 26, the Fund Administrator shall prepare a final payee list (“Payee List”) that 

includes the names and addresses and Eligible Loss Amounts of Eligible Investors. 

52. The Fund Administrator will also provide a “Reasonable Assurance Letter” as to 

the completeness and accuracy of the Payee List. 

53. Upon receipt and review of the Payee List and Reasonable Assurance Letter, the 

Commission staff will obtain authorization from the Commission to disburse consistent with 

Rule 1101(b)(6) of the Rules, 17 C.F.R. § 201.1101(b)(6). Upon issuance of an order to disburse 

by the Commission, Commission staff will direct the transfer of funds to the Escrow Account. 

The Fund Administrator shall then use its best efforts to commence mailing Distribution 

Payment checks or effect wire transfers within fifteen (15) business days of the release of the 

funds into the Escrow Account (the “Initial Issue”). All efforts will be coordinated to limit the 

time between the Escrow Account’s receipt of the funds and the issuance of Distribution 

Payments. 

54. All Distribution Payments will be issued by the Fund Administrator from the 

Deposit 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. Except as otherwise provided in the Plan, an 

Eligible Claimant’s claim shall be extinguished if he, she or it fails to negotiate his, her or its 

check by the stale date. All such funds will remain in the Net Fair Fund. 

55. All Distribution Payments shall 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 recipient and that the recipient 

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 after one hundred twenty (120) days; and (d) the contact 

information for the Fund Administrator, to be used in the event of any questions regarding the 

distribution. Any such communication shall be submitted to the Commission staff and the Tax 

Administrator for review and approval. The Distribution Payment checks, on their face or the 

accompanying mailbag, shall clearly indicate that the money is being distributed from a Fair 

Fund established by the Commission to compensate investors for harm as a result of securities 

law violations. 

56. Electronic or wire transfers may be utilized at the discretion of the Fund 

Administrator to transfer approved Distribution Payments on behalf of twenty (20) or more 

Eligible Claimants. 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. 
14

Post Distribution: Returned and Uncashed Checks

57. The Fund Administrator shall reissue checks to Eligible Claimants, upon the 

receipt of a valid, written request from the Eligible Claimant. Such reissued checks will be void 

after sixty (60) days from the issuance and in no event will a check be reissued more than one 

hundred twenty (120) days from the Initial Issue.

58. The Fund Administrator will perform an advanced address search for checks that 

are returned as undeliverable, using the resources described above, ¶19, to the extent such search 

is feasible, and will reissue such checks so long as the new address is received within one 

hundred twenty (120) days of the Initial Issue. Furthermore, the Fund Administrator will take 

additional steps, as necessary, to follow-up on the status of uncashed checks at the request of 

Commission staff and will reissue such checks, if necessary, within one hundred twenty (120) 

days of the Initial Issue.

59. A residual within the Fair Fund will be established for any amounts remaining 

after all assets have been disbursed. The residual may include, among other things, funds 

reserved for future taxes and for post distribution contingencies, amounts from Distribution 

Payment checks that have not been cashed, amounts from Distribution Payment checks that were 

not delivered or accepted upon delivery, and tax refunds. Upon completion of all distributions 

under the Plan, the Fund Administrator shall remit the residual to the Commission for transfer to 

Treasury after the Commission approves the final accounting. 

Accountings and Termination of the Fair Fund

60. Once the Fair Fund has been transferred from the BFS to the Bank, the Fund 

Administrator will provide an accounting to the Commission staff during the first ten (10) days 

after the end of each quarter on a standardized accounting form provided by the Commission 

staff. Each accounting shall detail all monies earned or received and all monies spent in 

connection with the administration of the Plan during the reporting period. 

61. Upon completion of all distributions pursuant to the Plan, the Fund Administrator 

shall make arrangement for the payment of taxes and administration fees and expenses, transfer 

all remaining funds to the Commission, and submit a final accounting to the Commission on the

standardized accounting form provided by the Commission staff. The Fund Administrator also 

shall submit a final report to the Commission staff summarizing the distribution, including 

disbursed amounts, returned or unnegotiated payments, outreach efforts and costs, final 

distribution statistics including statistics regarding distributions to individuals and entities, and 

such other information requested by the Commission staff.

62. The Fair Fund shall be eligible for termination, and the Fund Administrator shall 

be discharged, after all of the following have occurred: (a) a final accounting, in an SEC standard 

accounting format provided by the Commission staff, has been submitted by the Fund 

Administrator for approval, and has been approved, by the Commission; (b) all taxes, fees and 

expenses have been paid; and (c) any amount remaining in the Fair Fund has been received by 

the Commission for transfer to Treasury. The Commission staff shall seek an order from the 
15

Commission, as appropriate, approving the final accounting, terminating the Fair Fund, 

canceling the Fund Administrator’s bond, discharging the Fund Administrator, and transferring 

any amount remaining in the Fair Fund, and any amounts returned to the Fair Fund in the future, 

to Treasury.

Miscellaneous

63. When administering the Plan, the Fund Administrator, and/or each of its 

designees, agents and assistants, shall be entitled to rely on all outstanding rules of law; and any 

orders issued by the Commission, the secretary by delegated authority, or an Administrative Law 

Judge; and/or any investor information provided by Commission staff. 

64. The Fund Administrator will take reasonable and appropriate steps to distribute 

the Net Fair Fund according to the Plan and to effectuate the general purposes of the Plan. The 

Fund Administrator will inform Commission staff of any changes needed to this Plan. Upon 

approval by the Commission staff, the Fund administrator may implement immaterial changes to 

this Plan to effectuate its general purposes. If a change is deemed to be material by Commission 

staff, Commission approval is required by amending this Plan prior to implementation of the

change.

65. The Fund Administrator will maintain all documents, including documents in any 

media, for six (6) years after approval of the final accounting. The Fund Administrator will 

maintain all documents, including documents in any media, for six (6) years after approval of the 

final accounting. Pursuant to Commission direction, the Fund Administrator will either turn over to 

the Commission or destroy all documents six (6) years after the approval of the final accounting. 

Notice and Comment Period

66. The Notice of the Proposed Plan of Distribution and Opportunity for Comment 

(“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 

date 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 (http://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 3-17212” in the subject line. 

Comments received will be publicly available. Persons should only submit comments that they 

wish to make publicly available.