EXHIBIT E 

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EXHIBIT E 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

In re Peregrine Financial Group 

Customer Litigation 

Civil Action No. 12-cv-5546 

Judge Sara L. Ellis 

Magistrate Judge Daniel G. Martin 

ORDER PRELIMINARILY APPROVING 

PROPOSED SETTLEMENT AND PROVIDING FOR NOTICE 

WHEREAS, the above-captioned consolidated matter is a proposed class action on behalf 

of all Persons who formerly maintained commodity futures or option accounts at Peregrine 

Financial Group, Inc. (“PFG” or the “Company”) or who were customers with an account 

opened for the purpose of trading futures or options on futures on a U.S. futures exchange under 

Section 4d of the Commodity Exchange Act, 17 C.F.R. § 1.20 (the “Customer Class Action”); 

 WHEREAS, the Customer Representative Plaintiffs1

 in the Customer Class Action, 

together with Ira Bodenstein, Chapter 7 Trustee for the estate of PFG in the Bankruptcy Case 

(“Trustee”), have reached a proposed settlement (the “Settlement”) with U.S. Bank National 

Association and its parents, subsidiaries and affiliates (“U.S. Bank” or the “Bank”), as 

memorialized in the Settlement Agreement attached as Exhibit 1 to the Declaration of Daniel C. 

Girard, dated June 18, 2015 (“Settlement Agreement”); 

 WHEREAS, the Customer Representative Plaintiffs have moved, pursuant to Rule 23 of 

the Federal Rules of Civil Procedure, for an order preliminarily approving the Settlement in 

 

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 The Customer Representative Plaintiffs are defined in the Settlement Agreement as Brian 

Pannkuk, Jordan Robinson, Joe Martano, Marcus Ibrahim, William Robert Evans, III, Gurvaneet 

Randhawa, and Patricia Benvenuto, as well as any additional class representative plaintiffs as are 

appointed or may be appointed in the future in the District Court in the Customer Class Action. 

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accordance with the Settlement Agreement, certifying a Settlement Class for purposes of 

settlement as defined above, and approving notice to the Settlement Class as more fully 

described herein, and the Trustee supports such motion; 

 WHEREAS, the Court having considered the Settlement Agreement, the exhibits thereto, 

including the proposed (a) Notice of Proposed Partial Settlement of Class Action (“Notice”) and 

Summary Notice and (b) Final Judgment and Order, and the submissions relating thereto, and the 

contemporaneously-filed Plaintiffs’ Memorandum of Law in Support of Motion for Preliminary 

Approval of Proposed Settlement with U.S. Bank National Association and finding that 

substantial and sufficient grounds exist for entering this Order; and 

 WHEREAS, unless otherwise defined herein, all capitalized words contained herein shall 

have the same meanings as they have in the Settlement Agreement; 

 NOW THEREFORE, IT IS HEREBY ORDERED: 

1. Settlement Class Certification: Pursuant to Rules 23(a) and 23(b)(3) of the 

Federal Rules of Civil Procedure, and for purposes of the Settlement only, the Court certifies the 

Customer Class Action as a class action on behalf of the following Settlement Class: 

all persons or entities who held money, property, and/or securities pursuant to 7 

U.S.C. § 6d(a)(2) at PFG as of July 10, 2012. 

2. Settlement Class Findings: The Court finds, for purposes of the Settlement only, 

that the prerequisites for certifying the Customer Class Action as a class action under Rules 23(a) 

and 23(b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (a) the number 

of Settlement Class Members is so numerous that joinder of all members thereof is 

impracticable; (b) there are questions of law and fact common to the Settlement Class with 

predominate over any individual questions; (c) the claims of the Customer Representative 

Plaintiffs are typical of the claims of the Settlement Class; (d) the Customer Representative 

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Plaintiffs and Co-Lead Counsel (as defined herein) will fairly and adequately represent the 

interests of the Settlement Class; and (e) a class action is superior to other available methods for 

the fair and efficient adjudication of the Customer Class Action. 

3. Excluded from the Settlement Class are: (i) all 30.7 Customers; (ii) any Person 

named as a Defendant in the Consolidated Amended Class Action Complaint (including any 

immediate family members of such Defendant and any parent, subsidiary or affiliate of any 

Defendant) who held money, securities, or property at PFG; (iii) any parent, subsidiary or 

affiliate of PFG that held money, securities, or property at PFG and that could otherwise be 

deemed to be a member of the Settlement Class; and (iv) any Persons that exclude themselves 

from the Settlement Class by filing a timely and valid request for exclusion that is not withdrawn 

in writing by at least the date of the entry of the Order finally approving the Settlement (or later 

upon the written agreement of the Parties). 

4. The Court hereby finds and concludes pursuant to Rule 23 of the Federal Rules of 

Civil Procedure, and for purposes of the Settlement only, that the Customer Representative 

Plaintiffs are adequate class representatives and certifies them as class representatives on behalf 

of the Settlement Class, and hereby appoints the law firms of Berger & Montague, P.C. and 

Girard Gibbs LLP as co-lead counsel for the Settlement Class (collectively, “Co-Lead Counsel”). 

5. Pursuant to Rule 21 of the Federal Rules of Civil Procedure, plaintiffs Mark 

Alexander and J.D. Sailer are dropped as parties to this action. 

6. Preliminary Approval of the Settlement: The Court hereby preliminarily 

approves the Settlement, as memorialized in the Settlement Agreement, as fair, reasonable and 

adequate, and in the best interest of the Customer Representative Plaintiffs and the other 

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Settlement Class Members, subject to further consideration at the Settlement Hearing to be 

conducted as described below. 

7. Settlement Hearing: This Court will hold a settlement hearing (the “Settlement 

Hearing”) on a date to be scheduled by this Court at the United States District Court for the 

Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, 219 South 

Dearborn Street, Chicago, Illinois 60604, for the following purposes: (a) to determine whether 

the proposed Settlement, on the terms and conditions provided for in the Settlement Agreement, 

is fair, reasonable and adequate, and should be approved by the Court; (b) to determine whether a 

Final Judgment and Order substantially in the form attached as Exhibit C to the Settlement 

Agreement should be entered dismissing the Customer Class Action with prejudice against the 

Released Defendants; (c) to determine whether the proposed Plan of Allocation for the Net 

Settlement Fund is fair and reasonable and should be approved; (d) to determine whether CoLead Counsel’s Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation 

Expenses should be approved; and (e) to consider any other matters that may properly be brought 

before the Court in connection with the Settlement. Notice of the Settlement and the Settlement 

Hearing shall be furnished to Settlement Class Members as set forth in Paragraph 10 of this 

Order. 

8. The Court may adjourn the Settlement Hearing and approve the proposed 

Settlement with such modifications as the parties may agree to, if appropriate, without further 

notice to the Settlement Class. 

9. Distribution: The Net Settlement Fund shall be distributed to the Settlement 

Class Members in accordance with the Plan of Allocation, as approved by this Court, except that 

no member of the Settlement Class that delivers a valid and timely request for exclusion from the 

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Settlement Class that is not properly withdrawn shall receive any portion of the Net Settlement 

Fund. 

10. Manner of Notice: Co-Lead Counsel shall furnish notice of the Settlement and 

the Settlement Hearing to prospective Settlement Class Members as follows: 

(a) Within fourteen (14) calendar days of the date of entry of this Order, 

(“Notice Date”) the noticing agent designated by Co-Lead Counsel (the “Noticing Agent”) shall: 

(i) cause a copy of the Notice, substantially in the form attached as Exhibit B-1 to the Settlement 

Agreement, to be e-mailed to all Class Members whose e-mail addresses are reflected on the 

Claims Register maintained in the Bankruptcy Case or can be obtained through reasonable effort; 

and (ii) cause a copy of the Summary Notice in postcard form, substantially in the form attached 

as Exhibit B-2 to the Settlement Agreement, to be mailed by first class mail to all Class Members 

whose addresses are reflected on the Claims Register maintained in the Bankruptcy Case, but 

whose e-mail addresses are not reflected on the Claims Register or cannot be obtained through 

reasonable effort; and (iii) cause a copy of the Notice, substantially in the form attached as 

Exhibit B-1 to the Settlement Agreement, to be mailed and/or e-mailed to all Class Members (a) 

who do not have an Allowed Claim and (b) whose e-mail and/or physical addresses are reflected 

on the Claims Register maintained in the Bankruptcy Case, in the Trustee’s records or which can 

be obtained through reasonable effort. 

(b) As soon as practicable after this Court schedules the Settlement Hearing, 

but in any event not later than forty-five (45) days prior to the Settlement Hearing, the Noticing 

Agent shall cause to be e-mailed to all Class Members whose e-mail addresses are reflected on 

the Claims Register maintained in the Bankruptcy Case or can be obtained through reasonable 

effort, and to be mailed by first class mail to all Class Members whose addresses are reflected on 

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the Claims Register maintained in the Bankruptcy Case, but whose e-mail addresses are not 

reflected on the Claims Register or cannot be obtained through reasonable effort, and to be 

mailed or e-mailed to all Class Members (a) who do not have an Allowed Claim and (b) whose 

e-mail and/or physical addresses are reflected on the Claims Register maintained in the 

Bankruptcy Case, in the Trustee’s records or which can be obtained through reasonable effort, a 

notice setting forth the date, time and location of the Settlement Hearing and the deadline for any 

objections relating thereto. 

(c) Not later than seven (7) calendar days prior to the Settlement Hearing, CoLead Counsel shall serve on U.S. Bank’s counsel and the Trustee’s counsel and file with the 

Court proof, by affidavit or declaration, of such mailings. 

11. Approval of Form and Content of Notice: The Court (a) approves the Notice 

and Summary Notice substantially in the form and content as the attached Exhibits B-1 and B-2 

to the Settlement Agreement, and (b) finds that the e-mailings and first class mailings of the 

Notice and Summary Notice, respectively, and of the scheduling of the Settlement Hearing in the 

manner and form set forth in Paragraph 10 of this Order (i) are the best notice practicable under 

the circumstances; (ii) constitute notice that is reasonably calculated, under the circumstances, to 

apprise individual Settlement Class Members of the pendency of the Customer Class Action, the 

effect of the proposed Settlement (including the Released Plaintiffs’ Claims contained therein), 

and any motion for attorneys’ fees and expenses and Plan of Allocation, and of their right to 

submit a claim form, object to any aspect of the proposed Settlement, exclude themselves from 

the Settlement Class, and to appear at the Settlement Hearing; (iii) constitute due, adequate and 

sufficient notice to any Persons entitled to receive notice of the proposed Settlement; and (iv) 

satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process, and all 

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other applicable law and rules. The date and time of the Settlement Hearing shall be included in 

the Notice and Summary Notice before they are e-mailed or mailed, respectively. 

12. Participation in the Settlement: 

(a) Settlement Class Members who have Allowed Claims in the Bankruptcy Case and 

who wish to participate in the Settlement do not need to submit a claim or take any additional 

steps; they will automatically participate in the Settlement, unless they elect to be excluded from 

the Settlement by following the procedure outlined herein. 

(b) Settlement Class Members who do not have an Allowed Claim in the Bankruptcy 

Case must complete and submit a claim on the form entitled “Commodity Futures Customer 

Claim Form – Peregrine Financial Group, Inc. – U.S. Bank Settlement”, which may be 

downloaded at www.omnimgt.com, in order to participate in this Settlement and receive a 

payment from the Net Settlement Fund. If the claim is allowed, the Settlement Class Member 

will participate in this Settlement, and will receive a payment from the Net Settlement Fund, 

unless he/she/it elects to be excluded from this Settlement by following the procedure outlined 

herein. Any Settlement Class Member who does not have an Allowed Claim in the Bankruptcy 

Case will not receive any distributions in the Bankruptcy Case. 

(c) Unless the Court orders otherwise, all claim forms must be postmarked no later 

than forty-five (45) calendar days after the Notice Date, or filed online by midnight of that date. 

Notwithstanding the foregoing, the Noticing Agent may, with the prior written consent of CoLead Counsel and the Trustee, accept for processing and payment late claims provided such 

acceptance does not materially delay the distribution of the Net Settlement Fund to the 

Settlement Class. By submitting a claim form, a person or entity shall be deemed to have 

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submitted to the jurisdiction of the Court with respect to his, her or its Claim and the subject 

matter of the Settlement. 

13. Exclusion From the Settlement Class: Any prospective Settlement Class 

Member who wishes to exclude himself, herself, or itself from the Settlement Class must request 

exclusion in writing within the time and in the manner set forth in the Notice, which shall 

provide that: (a) any such request for exclusion from the Settlement Class must be mailed or 

delivered such that it is received by the Noticing Agent no later than twenty-one (21) calendar 

days prior to the date of the Settlement Hearing; and (b) that each request for exclusion must (i) 

state the name, address, and telephone number of the Person requesting exclusion; (ii) state that 

such Person “requests exclusion from the Settlement Class in the Customer Class Action 

consolidated into In re Peregrine Financial Group Customer Litigation, Case No. 12-cv-5546 

(N.D. Ill.) (SLE)”; (iii) submit proof of the money, property or securities of such Person that 

were in a commodity futures or option account with PFG; and (iv) be signed by the Person 

requesting exclusion or his/her/its authorized representative. A request for exclusion shall not be 

effective unless it provides all the required information and is received within the time stated 

above, or is otherwise accepted by order of the Court. 

14. Any Person who timely and validly requests exclusion from the Settlement Class, 

in compliance with the terms stated in this Order, and does not retract, in writing, its request for 

exclusion no later than the date of the entry of the Order finally approving the Settlement (or 

later upon the written agreement of the Parties), shall not be a Settlement Class Member, shall 

not be bound by the terms of the Settlement or the Settlement Agreement, and shall have no right 

to receive any payment out of the Net Settlement Fund. 

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15. Any Settlement Class Member who or which does not timely and validly request 

exclusion from the Settlement Class in the manner stated in this Order: (a) shall be deemed to 

have waived his, her, or its right to be excluded from the Settlement Class; (b) shall be forever 

barred from requesting exclusion from the Settlement Class in this or any other proceeding; (c) 

shall be bound by the provisions of the Settlement and Settlement Agreement and all 

proceedings, determinations, orders and judgments in the Customer Class Action, whether 

favorable or unfavorable to the Settlement Class; and (d) will be barred from commencing, 

maintaining, or prosecuting any of the Released Plaintiffs’ Claims against any Released 

Defendants, as more fully described in the Settlement Agreement and Notice. 

16. Appearance and Objections at Settlement Hearing: Any Settlement Class 

Member who does not request exclusion from the Settlement Class may enter an appearance in 

the Customer Class Action, at his, her, or its own expense, individually or through counsel of his, 

her, or its own choice, by filing with the Clerk of Court and delivering a notice of appearance to 

Co-Lead Counsel, the Trustee’s counsel, and U.S. Bank’s counsel, as set forth in Paragraph 17 

below, such that it is received no later than twenty-one (21) calendar days prior to the Settlement 

Hearing, or as the Court may otherwise direct. Any Settlement Class Member who does not 

enter an appearance will be represented by Co-Lead Counsel. 

17. Any Settlement Class Member who does not request exclusion from the 

Settlement Class may file written objections to any aspect of the proposed Settlement, the 

proposed Plan of Allocation, and/or the Motion for an Award of Attorneys’ Fees and 

Reimbursement of Litigation Expenses, and appear and show cause, if he, she, or it has any 

cause, why the proposed Settlement, the proposed Plan of Allocation, and/or the Motion for 

Attorneys’ Fees and Reimbursement of Litigation Expenses should not be approved; provided 

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however, that no Settlement Class Member shall be heard or entitled to contest the approval of 

the terms and conditions of any aspect of the proposed Settlement, the proposed Plan of 

Allocation, and/or the Motion for Attorneys’ Fees and Reimbursement of Litigation Expenses 

unless that Person has filed written objections with the Court and served copies of such 

objections on Co-Lead Counsel, the Trustee’s counsel, and U.S. Bank’s counsel at the addresses 

set forth below such that they are received no later than twenty-one (21) calendar days prior to 

the Settlement Hearing: 

 A. To the Court 

Clerk of the Court 

United States District Court 

Northern District of Illinois 

Eastern Division 

219 South Dearborn Street 

 Chicago, IL 60604 

B. Co-Lead Counsel 

Michael C. Dell’Angelo 

BERGER & MONTAGUE, P.C. 

1622 Locust Street 

Philadelphia, PA 19103

Daniel C. Girard 

GIRARD GIBBS LLP 

711 Third Avenue, 20th Floor 

New York, NY 10017 

 C. Counsel for the Trustee 

Mark L. Radtke 

SHAW FISHMAN GLANTZ & TOWBIN LLC 

321 N. Clark Street, Suite 800 

Chicago IL 60654 

D. Counsel for U.S. Bank 

Eric R. Sherman 

DORSEY & WHITNEY LLP 

50 South Sixth Street, Suite 1500 

Minneapolis, Minnesota 55402 

18. Any objections, filings and other submissions by any objecting Settlement Class 

Member (a) must contain a statement of his, her, or its objections, as well as the specific reasons 

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for such objection, including the legal and evidentiary support the Settlement Class Member 

wishes to bring to the Court’s attention; and (b) must include documents sufficient to prove 

membership in the Settlement Class, as defined above in Paragraph 1. 

19. Any Settlement Class Member who does not make his, her, or its objection in the 

manner provided herein shall be deemed to have waived his, her, or its right to object to any 

aspect of the proposed Settlement, the proposed Plan of Allocation, and/or the Motion for 

Attorneys’ Fees and Reimbursement of Litigation Expenses and shall forever be barred and 

foreclosed from objecting to the fairness, reasonableness, or adequacy of the Settlement, the Plan 

of Allocation, or the requested attorneys’ fees and litigation expenses, or from otherwise being 

heard concerning the Settlement, the Plan of Allocation, or the requested attorneys’ fees and 

litigation expenses in this or any other proceeding. 

20. Settlement Administration Fees and Expenses: All reasonable costs incurred in 

identifying and notifying Settlement Class Members as well as in administering the Settlement 

shall be paid as set forth in the Settlement Agreement without further order of the Court. 

21. Qualified Settlement Fund: The Settlement Fund is hereby approved as a 

Qualified Settlement Fund within the meaning of Section 468B of the Internal Revenue Code of 

1986, as amended, and all rules and regulations thereunder, and any other applicable law. This 

account shall be known as the PFG Customer Litigation Qualified Settlement Fund, and shall be 

referred to under that name in its official actions and dealings. Co-Lead Counsel shall serve as 

the Qualified Settlement Fund Administrator (the “Fund Administrator”). 

22. Taxes: The Fund Administrator is authorized and directed to prepare any tax 

returns and any other tax reporting form for or in respect of the Settlement Fund, to pay from the 

Settlement Fund any Distribution Taxes and to otherwise perform all obligations of the Fund 

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Administrator, including obligations with respect to Distribution Taxes and any reporting or 

filings in respect thereof, without further order of the Court in a manner consistent with the 

provisions of the Settlement Agreement. 

23. Termination: If the Settlement is terminated, or if the Court denies final approval 

of the Settlement, this Order shall become null and void and shall be without prejudice to the 

rights of the Customer Representative Plaintiffs, the Settlement Class Members, the Trustee, or 

Released Defendants. 

24. Use of this Order: Neither this Order nor the proposed Settlement (including the 

Settlement Agreement or any of its terms, or any aspect of any of the negotiations, discussions 

and proceedings in connection with the negotiation of and/or efforts to consummate the 

Settlement) shall: (a) be offered in evidence or used for any other purpose in this or any other 

proceeding in any court, administrative agency, arbitration forum, or other tribunal other than as 

may be necessary to enforce the terms of this Order and/or the Settlement; (b) be described as, 

construed as, interpreted as or offered against any party as evidence of and/or deemed to be 

evidence of any presumption, concession, or admission as to any liability, negligence, fault, or 

wrongdoing on their part or validate any claim by any party or the merits of any of their 

defenses; and/or (c) be described as, construed as, interpreted as, or offered against any party or 

any Settlement Class Member as evidence of any infirmity in the claims of any party or the 

Settlement Class. 

25. Supporting Papers: Co-Lead Counsel shall file and serve papers in support of 

the proposed Settlement, the Plan of Allocation, and Motion for an Award of Attorneys’ Fees 

and Reimbursement of Litigation Expenses no later than thirty-five (35) calendar days prior to 

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the Settlement Hearing; and reply papers, if any, shall be filed and served no later than seven (7) 

calendar days prior to the Settlement Hearing. 

26. No Released Defendant or Trustee Releasee shall have any responsibility for or 

liability with respect to the Plan of Allocation or any application for attorneys’ fees or 

reimbursement of litigation expenses submitted by Co-Lead Counsel, and such matters will be 

considered separately from the fairness, reasonableness and adequacy of the Settlement. 

27. At or after the Settlement Hearing, the Court shall determine whether the Plan of 

Allocation proposed by Co-Lead Counsel, and any application for attorneys’ fees or 

reimbursement of litigation expenses, shall be approved. 

28. Pending final determination of whether the Settlement should be approved or 

further order of the Court, the Court hereby stays all litigation of claims between the Customer 

Representative Plaintiffs and Settlement Class Members on the one hand and the Released 

Defendants on the other, except as provided in the Settlement Agreement and as necessary to 

carry out or comply with terms and conditions of the Settlement. 

29. Pending final determination of whether the Settlement should be approved or 

further order of the Court, the Court hereby enjoins any potential Settlement Class Member, 

whether directly, representatively or in any other capacity, and whether or not such Person has 

appeared in the above-captioned consolidated action, from commencing, prosecuting, or 

continuing to prosecute against any of the Released Defendants, in any court or forum, any 

action involving the subject matter of any of the Released Plaintiffs’ Claims. This injunction is 

necessary to protect and effectuate the Settlement, this Order, and the Court’s flexibility and 

authority to enter judgment when appropriate. 

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30. The Court retains jurisdiction to consider all further applications arising out of or 

connected with the proposed Settlement. 

SO ORDERED this _____ day of _______________________, 2015. 

_________________________________ 

The Honorable Sara L. Ellis 

United States District Judge 

Kal6204894 

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