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.

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PROPOSED PLAN OF 

DISTRIBUTION

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

 

1

 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”).
2

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 
3

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. 
4

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, 20142and

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. 
5

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).

4

 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).
6

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.
8

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, 
9

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 theweb-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 
10

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 
11

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 ofthe 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.
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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 
13

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. 
14

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 
15

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. 
16

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 
17

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.
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,6are 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:

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;8or

2. the purchase/acquisition price minus the sale price.

C. 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:

 

6

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

7 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.
2

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;

D. 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.
3

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,9less 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.
4

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.
5

Table A: Estimated Artificial Inflation in FCAU Common Stock

Date Range Inflation per 

Share

October 13, 2014 to January 13, 2016 $0.98

January 14, 2016 to July 18, 2016 (prior to the release of corrective 

information)12 $0.70

July 18, 2016 (after the release of corrective information)13 to July 18, 

2016 $0.64

July 19, 2016 to July 26, 2016 $0.55 

 

12 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.
6

Table B: FCAU Common Stock Moving Average Closing Price, July 27, 2016 – October 

24, 2016

Moving 

Average 

Closing 

Price from 

July 27, 

2016 to Date 

Shown Date

Moving 

Average 

Closing 

Price from 

July 27, 

2016 to Date 

Shown Date

Moving 

Average 

Closing 

Price from 

July 27, 

2016 to 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