UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File No. 3-19816

In the Matter of

BitClave PTE Ltd,

Respondent.

:

:

:

:

:

:

:

CORRECTED

PLAN OF DISTRIBUTION

I. OVERVIEW

1. The Division of Enforcement has prepared 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 disgorgement, prejudgment interest, and civil money penalties paid by BitClave 

PTE Ltd. (“BitClave” or “Respondent”), an early-stage blockchain services company in the 

above-captioned matter.1 

2. As described more specifically below, the Plan seeks to compensate investors 

who were harmed, by the Respondent’s conduct described in the Order, in connection with

Respondent’s failure to file a registration statement relating to the offer and sale of a digital asset 

security, Consumer Activity Tokens (“CAT” or the “Security”), issued by BitClave. As 

calculated using the methodology detailed in the Plan of Allocation (attached as Exhibit A), 

investors will be compensated based on their losses on the Security purchased from July 25, 

2017 through May 27, 2020,

2

inclusive (the “Relevant Period”). In the view of the Commission 

staff and the Fund Administrator, this methodology constitutes a fair and reasonable allocation of 

the Fair Fund. 

3. The Commission has custody of the Fair Fund and shall retain control of the 

assets of the Fair Fund. The Plan has been approved by the Commission, and the Commission 

retains jurisdiction over its implementation.

II. BACKGROUND

4. On May 28, 2020, the Commission issued the Order against BitClave. In the 

Order, the Commission found that from June 2017 through November 2017, BitClave offered 

 

1

 See Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making 

Findings, and Imposing a Cease-and-Desist Order, Securities Act Rel. No. 10788 (May 28, 2020) (the “Order”).

2

 This Plan has been corrected to fix a scrivener’s error (previously May 27, 2018).
2

and sold securities in the form of digital tokens, known as CAT, to fund the development of a 

blockchain-based search platform for targeted consumer advertising. As a part of this process, 

BitClave conducted an initial coin offering (the “Offering”) in which it raised approximately 

$25.5 million through the issuance of CAT. By their conduct, the Commission found that 

Respondent violated Sections 5(a) and 5(c) of the Securities Act by failing to file a registration 

statement as to the Offering of CAT, and sold CAT to thousands of investors. The Commission 

ordered the Respondent to pay a total of $29,344,197.00 in disgorgement, prejudgment interest, 

and civil money penalties to the Commission, pursuant to a payment plan detailed therein. The 

Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 

2002, so the penalty paid, along with the disgorgement and interest paid, can be distributed to 

harmed investors.

5. The Fair Fund includes $12,000,000 paid to date by Respondent and any 

additional funds paid pursuant to the Order will be added to the Fair Fund. 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 including but not limited 

to verification of control over a digital wallet reflecting any Preliminary Claimant’s purchases 

and dispositions of the Security 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 

one hundred twenty (120) days of the Claims Bar Date to any Preliminary Claimant who

submitted a deficient claim. 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 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 initial provision of the Plan Notice, by mail, email, or other means. Claim 

Forms submitted by Preliminary Claimants 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.
3

10. “Claims Packet” means the materials relevant to submitting a claim that will be 

provided to Preliminary Claimants 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. “Determination Notice” shall mean the notice sent by the Fund Administrator to 

all Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary 

Claimant of its eligibility determination. The Determination Notice will further provide each 

Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its calculated 

Recognized Loss. The Determination Notice will constitute the Fund Administrator’s final 

ruling regarding the eligibility status of the claim.

12. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan.

13. “Eligible Claimant” means a Preliminary Claimant, who is not an Excluded 

Party, who submitted a valid claim and has suffered a Recognized Loss, as calculated in 

accordance with the Plan of Allocation.

14. “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;

(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; or

(h) Any person who is subject to financial sanctions by the United States, as 

determined by Executive Orders, the authority of the Department of the 

Treasury's Office of Foreign Assets Control (OFAC), or under any other 
4

applicable laws of the United States. 

The Claim Form will require claimants to certify that he, she or it is not an Excluded 

Party. All Excluded Parties will be deemed ineligible to participate in the distribution of the Fair 

Fund.

15. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs. 

16. “Payee” means an Eligible Claimant whose Recognized Loss calculates, in 

accordance with the Plan of Distribution, to a distribution amount equal to or greater than $10.00

and who will receive a Distribution Payment. 

17. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

18. “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 instructions 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. 

19. “Plan of Allocation” means the methodology used by the Fund Administrator to 

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is 

attached as Exhibit A.

20. “Preliminary Claimant” shall mean a Person, or their lawful successors, 

identified by the Fund Administrator as having a possible claim to recover from the Fair Fund 

under this Plan, or 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, as a result of transactions in the 

Security during the Relevant Period. 

21. “Recognized Loss” means the amount of loss as calculated in accordance with 

the Plan of Allocation. Securities acquired from the issuer for no monetary consideration (e.g., 

Securities allocated as part of the bounty program and bonus Securities provided in the initial 

coin offering) are not eligible for recovery under the Plan and will not be included in the 

calculation of Recognized Loss.

22. “Relevant Period” means from July 25, 2017 and through May 27, 2020, 

inclusive.

23. “Security” refers to Consumer Activity Tokens, a digit asset security, issued by 

BitClave. 

24. “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 
5

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. 

25. “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 

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 under 

paragraph14 above.

IV. TAX COMPLIANCE

26. On December 1, 2020, 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

27. 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.

28. All tax obligations will be paid from the Fair Fund, subject to the review and 

approval of Commission staff.

V. FUND ADMINISTRATOR

29. On April 22, 2021, the Commission appointed Kurtzman Carlson Consultants,

LLC (“KCC”), as the fund administrator for the Fair Fund (the “Fund Administrator”), and the 

Fund Administrator has obtained a bond in the amount of $12,000,000, 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. 

 

3

 See Order Appointing Tax Administrator, Exchange Act Rel. No. 90545 (Dec.1, 2020).

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. 91647 (Apr. 22, 

2021) (bond amount set for $10 million); see also Order Setting Administrator’s Bond Amount, Exchange Act Rel. 

No. 94391 (Mar. 8, 2022) (bond amount increased to $12 million). 
6

30. 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 

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’s 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.

31. 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.

32. The Fund Administrator may extend any procedural deadline contained in the 

Plan for good cause shown, if agreed upon by the Commission staff.

33. 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 third

parties 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. 

34. 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

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

Preliminary Claimants from a review of trading records, obtaining records from additional 

sources, 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 CAT 

investors in the Fair Fund.

36. 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 
7

Claim Form, to the Commission staff for review and approval; 

(b) Create a mailing and claim database of all Preliminary Claimants based 

upon information identified by the Fund Administrator;

(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 any other source 

identified by the Fund Administrator that may have records of the Security 

during the Relevant Period.

(e) Establish and maintain a website devoted solely to the Fair Fund. The Fair 

Fund’s website, located at www.BitClaveFairFund.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, 1-888-792-0204, 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

(info@bitclavefairfund.com) which will be listed on all correspondence 

from the Fund Administrator to Preliminary Claimants as well as on the 

Fair Fund’s website.

37. The Fund Administrator will, within ten (10) days of the Plan Notice being

transmitted, posted or otherwise made available, incorporate the Summary Notice into a four (4) 

week media campaign to all Preliminary Claimants. The media campaign will be comprised of a 

press release, 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.

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

on the Fair Fund’s website, any material mailed, emailed, or transmitted by other means, and any 

scripts used in connection with any communication with Preliminary Claimants.

39. 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. 
8

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

Preliminary Claimant made, upon request, online through its website or via mail, phone, or email 

prior to the Claims Bar Date.

41. The Fund Administrator will attempt to locate any Preliminary Claimant should a 

transmission or mailing be 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 e-mail or mailing addresses in response to 

“undeliverable” notices, and forward any returned electronic transmission or mailing for which 

an updated email or mailing 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 contact information and for which 

the Fund Administrator has been unable to locate current contact information.

Filing a Claim

42. 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, including verification of control over a digital wallet verification of purchases and 

dispositions of the Security during the Relevant Period, as well as, holdings of the Security at 

pertinent dates. 

43. 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. 

44. 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 endorsed 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. 

45. Electronic claims submission is encouraged; the Plan Notice will include 

directions on how Preliminary Claimants can submit their claims electronically via the Fair 

Fund’s website. If using the web-based claim filing option, a Preliminary Claimant must submit 

their claim to the Fund Administrator by 11:59 p.m. PST on the Claims Bar Date. The Plan 

Notice will also include instructions for submission of claims by mail, if the Preliminary

Claimant is unable to submit his, her, or its claim electronically. 

46. 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 
9

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.

47. 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 Security 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 Security (account statements, confirmations and other 

documentation of purchases and dispositions), as well as holdings of the Security 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 in the Determination Notice, is final and within the discretion of the Fund 

Administrator. 

48. The receipt of the Security by gift, inheritance, devise, or operation of law will 

not be deemed to be a purchase of the Security, nor will it be deemed an assignment of any claim 

relating to the purchase of such Security unless specifically so provided in the instrument of 

inheritance. The recipient of the Security 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 Security, and in cases where duplicative 

claims are filed by the donor and donee, the donee claim will be honored, assuming it is 

supported by proper documentation. 

49. 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.

50. 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 ensuring that such 

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

Review of Claims and Deficiency Process

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

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing blockchain 

transactional data and claim data, including but not limited to verification of control over a 
10

digital wallet, and supporting documentation (or the lack thereof) and verifying the claim. Each 

Preliminary Claimant will have the burden of proof to establish the validity and amount of his, 

her or its claim. 

52. Each Preliminary Claimant will be compared to the current list of U.S. sanctions 

in effect for covered regions and financial institutions, as defined by the U.S. Department of the

Treasury, as well as, OFAC’s list of Specially Designated Nationals (SDN) to determine whether 

the Preliminary Claimant is an Excluded Party or has provided the details of a financial 

institution for the transaction and such institutions subject to sanctions imposed by the U.S. 

government. If a Preliminary Claimant is identified as a sanctioned individual or entity, a citizen 

of a covered region, seeks a distribution payment through a covered financial institution, or 

appears on OFAC’s list of SDNs, the Fund Administrator must obtain sufficient identifying 

information from the Preliminary Claimant to establish that he, she or it is not an Excluded Party

and, in the case of a financial institution that is subject to sanctions, the Fund Administrator will 

seek information to make alternate payment arrangements, if possible. If the Preliminary 

Claimant fails to provide documentation sufficient to satisfy the Fund Administrator that he, she, 

or it is not subject to sanctions, the Preliminary Claimant will be deemed an Excluded Party and 

ineligible to participate in the distribution of the Fair Fund.

53. 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, including, but 

not limited to information and documents supporting transaction histories (e.g. public keys, 

transaction hashes, transaction dates) or activities on cryptocurrency exchanges relating to the 

Security. Preliminary Claimants who fail to provide additional information as requested within 

21 calendar days will be deemed ineligible to participate in the distribution of the Fair Fund. 

54. The Fund Administrator will verify each Preliminary Claimant’s control over a 

digital wallet. A Preliminary Claimant failing to prove control over a digital wallet in which the 

Security was held within the allotted time will be deemed ineligible to participate in the 

distribution of the Fair Fund. 

55. The Fund Administrator will provide a Claim Status Notice within one hundred 

twenty (120) days of the Claims Bar Date to each Preliminary Claimant who has filed a deficient 

Claim Form with the Fund Administrator. 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., deemed an Excluded Party pursuant to paragraph 52 above or failure to provide 

required information or documentation). In the event the claim is denied, in whole or in part, 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 is required to do so.

56. 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.

57. 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. 
11

58. 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. 

Claims Eligibility Determination

59. Within one hundred eighty (180) days of the Claims Bar Date, the Fund 

Administrator will complete all claims determinations and send a Determination Notice to all 

Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant 

of its eligibility determination. The Determination Notice will further provide to each 

Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its 

calculated Recognized Loss. The Determination Notice will constitute the Fund 

Administrator’s final ruling regarding the eligibility status of the claim and is not subject to 

appeal.

Disputes

60. The Fund Administrator may consider disputes of an Eligible Claimant’s 

Recognized Loss calculation if notice of the dispute is presented in writing to the Fund 

Administrator within thirty (30) days of the date of the Determination Notice. The Fund 

Administrator will consult with Commission staff as appropriate. Within thirty (30) days of 

receiving an Eligible Claimant’s notice of dispute, the Fund Administrator will notify the 

Eligible Claimant, in writing, of its calculation of the Eligible Claimant’s Recognized Loss after 

considering the dispute. This notice will constitute the Fund Administrator’s final ruling 

regarding the loss calculations for the claim and is not subject to appeal.

Third-Party Review

61. 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.

Distribution Methodology

62. Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid 

Claim Form and has suffered a Recognized Loss, as calculated in accordance with the Plan of 

Allocation, will be deemed an Eligible Claimant.

63. No Distribution Payments will be made for less than $10.00. If an Eligible 

Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a 

distribution amount less than $10.00, 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 $10.00. All 
12

Eligible Claimants whose Recognized Loss calculates to a distribution amount equal to or greater 

than $10.00 will be deemed a Payee and will receive a Distribution Payment.

Establishment of a Reserve

64. 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”).

65. After all disbursements and Administrative Costs are paid, any remaining 

amounts in the Reserve will become part of the Residual described in paragraph 88 below.

Preparation of the Payment File

66. Within thirty (30) days following the date of the Determination Notices described 

above, paragraph 59, 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 percentage of the Payee’s Recognized Loss being 

compensated by the disbursement from the Fair Fund, and if applicable, the total percentage to 

include all prior disbursements;(e) the total amount being distributed; and (f) provides all 

information necessary to make a payment to each Payee.

The Escrow Account

67. 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.

68. 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. 

69. 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 

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 
13

obligations of the United States Government. 

70. 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.

71. 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.

72. All interest, dividends, and/or income earned by the Escrow Property will accrue 

for the benefit of the Escrow Property. All Administrative Cost 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

73. 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.

74. 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. 

75. 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.

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

Distribution Account. If by check, 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 Fair Fund, except if a check reissue has been requested before the stale date, 

such request is governed by paragraph 84. 

77. All Distribution Payments will be preceded or accompanied by a communication 

that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that 
14

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. 

78. 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. 

79. 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. 

80. 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. 

81. 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.

82. 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

83. 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 

account information is not available after a diligent search (and in no event no later than one 

hundred twenty (120) days after the initial mailing of the original check) or if the distribution 
15

check is returned again, the check 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, or if despite best 

efforts, payment is impractical due to geopolitical conditions including but not limited to 

restrictions on payments to covered regions or financial institutions, war, or natural or manmade 

disasters, 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.

84. 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. In no event will a check be reissued after 

one hundred twenty (120) days from the date of the original issuance without the approval of 

Commission staff.

85. 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

86. All Administrative Costs will be paid from the Fair Fund in accordance with the 

Commission’s Rules. 

Disposition of Undistributed Funds

87. 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 

88. 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.

89. 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. Returning such money to Respondent would be 

inconsistent with the equitable principle that no Person should profit from their own wrongdoing. 
16

Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 

equitable alternative. 

Filing of Reports and Accountings

90. 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.

91. When the final 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

92. 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.

93. 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

94. 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. 
17

95. 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 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

96. 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. 

97. The Fund Administrator will retain all materials submitted by Payees 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. 
EXHIBIT A

PLAN OF ALLOCATION

This Plan of Allocation is designed to compensate investors based on their losses from a 

digital asset security, Consumer Activity Tokens (“CAT” or the “Security”), issued by BitClave 

and purchased from July 25, 2017 through May 27, 2020, inclusive (the “Relevant Period”). 

Investors who did not purchase the Security during the Relevant Period or who are an Excluded 

Party1are ineligible to recover under this Plan. 

The Fund Administrator will calculate the amount of Recognized Loss per token

purchased during the Relevant Period as follows: 

A. For each token sold prior to the close of trading on May 27, 2020, the Recognized 

Loss per token is the purchase price minus the sales proceeds.

B. For each token held as of the close of trading on May 27, 2020, the Recognized Loss 

per token is the purchase price minus $0.0000087422(the deemed value of the 

Security after the Commission issued the Order against BitClave).

Security acquired from the issuer for no monetary consideration (e.g., Security allocated 

as part of the bounty program and bonus Security provided in the initial coin offering) are not 

eligible for recovery under this Plan and shall not be included in the calculation of Recognized 

Loss.

If the Recognized Loss per token calculates to a negative number, reflecting a gain, the 

Recognized Loss per token will be $0.00. 

All prices mentioned in the calculations shall exclude all taxes, 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.

All calculations pursuant to this Plan of Allocation will be made in U.S. Dollars. NonU.S. Dollar amounts will be converted to U.S. Dollars as of the contract or trade date. 

Distribution Payments will also be made in U.S. Dollars.

Additional Provisions

FIFO Methodology: Transactions for a Preliminary Claimant who made multiple 

purchases/acquisitions and sales of the Security 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 there are no beginning holdings, then 

any further sales will be matched against the earliest Relevant Period purchases/acquisitions and 

chronologically thereafter. 

 

1

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

2

 On May 28, 2020, the day the SEC announced the action against BitClave, CAT closed at approximately 

$0.000008742 per token (coincodex.com).
2

Acquisitions: The receipt or grant of the Security to the Preliminary 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. Security acquired 

outside of the Relevant Period will be excluded from the calculation of the Recognized Loss. 

Recognized Loss: A Preliminary Claimant’s Recognized Loss is the sum of the loss on

all tokens purchased/acquired during the Relevant Period. If the Recognized Loss calculates to a 

negative number, reflecting a gain, then the Recognized Loss will be $0. 

Eligible Claimant: A Preliminary Claimant, who is not an Excluded Party, who 

submitted a valid claim and has suffered a Recognized Loss, as calculated above, will be deemed 

an Eligible Claimant.

Allocation of Funds: If the Net Available Fair Fund 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 their Recognized Losses in full, the Fund Administrator, in consultation with 

the Commission staff, may include interest in the distribution amount to compensate Eligible 

Claimants for the time value of their 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 Share computation is intended to measure Eligible 

Claimants’ Recognized Losses against one another. The Fund Administrator shall determine 

each Eligible Claimant’s Pro Rata Share as the ratio of his, her or its Recognized Loss to the 

sum of Recognized Losses of all Eligible Claimants.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00

(inclusive of Reasonable Interest, if any). 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 equals or exceeds the Minimum 

Distribution Amount will be deemed a Payee and receive a Distribution Payment for his, her, or 

its 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. 
3

class action settlement), to the extent known by the Fund Administrator. Reasonable Interest, if 

awarded, may be added to such Distribution Payment.