UNITED STATES DISTRICT COURT SOUTHERN DISTRICT … Final... · united states district court . southern district of new york . ... bleichmar fonti & auld llp ... in the united states

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE LIBOR-BASED FINANCIAL INSTRUMENTS ANTITRUST LITIGATION

MDL No. 2262

THIS DOCUMENT RELATES TO:

Master File No. 1:11-md-2262-NRB ECF Case

The OTC Action

DECLARATION OF MICHAEL D. HAUSFELD IN SUPPORT OF OTC PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF

SETTLEMENT WITH BARCLAYS BANK PLC

1

Pursuant to 28 U.S.C. § 1746, I, Michael D. Hausfeld, declare:

1. I am chairman of the law firm of Hausfeld LLP, and I submit this declaration in

support of OTC Plaintiffs Motion for Final Approval of Settlement with Barclays Bank PLC.1

2. I have been actively involved in prosecuting and resolving this action, am familiar

with its proceedings, and have personal knowledge of the matters set forth herein. If called upon

and sworn as a witness, I could competently testify thereto.

3. Because this declaration is submitted in support of a Settlement, it is inadmissible

in any subsequent proceedings, other than in connection with the Settlement. In the event the

Settlement is not approved by the Court, this declaration and the statements contained herein are

without prejudice to OTC Plaintiffs’ position on the merits of the OTC Action.

I. THE SETTLEMENT

4. If finally approved, the proposed Settlement, consisting of $120,000,000 cash and

an agreement to provide significant cooperation to OTC Plaintiffs in pursuing their case against

the non-settling defendants, will resolve this complex case against Barclays.

5. OTC Plaintiffs’ settlement with Barclays is the first settlement in the litigation – a

so-called “ice-breaker” settlement – and represents a significant step forward in the prosecution of

the OTC Action. I believe that this Settlement increased OTC Plaintiffs’ ability to reach a

settlement with Citibank, N.A. and Citigroup Inc. (collectively, “Citibank”), which was executed

on July 27, 2017.

6. The Settlement is the product of hard-fought, arm’s-length negotiations by counsel

highly experienced in complex antitrust matters and was reached under the oversight and with the

1 Unless otherwise defined herein, all capitalized terms have the meaning ascribed to them

in the Stipulation and Agreement of Settlement with Barclays Bank PLC dated November 11, 2015 (the “Settlement”).

2

assistance of a mediator, the Honorable Layn R. Phillips.

7. A more detailed description of the settlement negotiations can be found at

Paragraphs 20 through 27 of my declaration in support of preliminary approval of the settlement,

and those paragraphs are incorporated herein by reference. See ECF No. 1338.

8. The consideration provided by Barclays in return for a release of all U.S. claims is

comprised of two parts, cash and cooperation, both of which are extremely valuable. The cash

portion of the Settlement consists of $120,000,000, which will comprise the Settlement Fund. The

Settlement Fund is non-reversionary if there is final approval of the Settlement by the Court; no

money will be returned to Barclays. The cooperation component of the Settlement obligates

Barclays to provide extensive cooperation for the longer of seven (7) years or the duration of the

OTC Action. The cooperation includes: (a) proffers from Barclays’ Counsel, (b) production of

transactional data and documents, (c) witness interviews, (d) depositions, (e) declarations and

affidavits, and (f) trial witnesses.

9. A more detailed description of the terms of the Settlement can be found at

Paragraphs 28 through 34 of my declaration in support of preliminary approval of the settlement,

and those paragraphs are incorporated herein by reference. See ECF No. 1338.

10. I believe the Settlement is fair, reasonable and adequate, and I believe that the Court

should grant OTC Plaintiffs’ application for final approval of the Settlement.

II. THE PLAN OF DISTRIBUTION

11. Interim Co-Lead Class Counsel developed a proposed Plan of Distribution based

upon suppression models prepared by Dr. Douglas Bernheim. The proposed Plan of Distribution

provided a pro rata distribution to members of the Settlement Class in proportion to their notional

stakes. The Plan of Distribution provides that the suppressed daily underpayments for each

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instrument will be calculated as follows:

For each day during the class period when the Claimant had the right to be paid or to receive interest based upon the U.S. Dollar LIBOR rate, the suppressed daily underpayment equals: the dollar amount of the LIBOR-based payment that was due to the Claimant that day (using historical reported LIBOR rates and payment frequency) multiplied by the magnitude of suppression applicable for that day and then divided by the historical reported LIBOR rate for that day.

12. Although unnecessary, Interim Co-Lead Counsel engaged independent Allocation

Counsel to evaluate the Plan of Distribution. The four firms serving as Allocation Counsel were:

Steyer Lowenthal Boodrookas Alvares & Smith LLP; Spector, Roseman & Kodroff PC; Bleichmar

Fonti & Auld LLP; and Saveri & Saveri, Inc. Allocation Counsel met at arm’s-length throughout

April 2017 and periodically reported their progress to the Settlement Administrator, Kenneth

Feinberg, and Interim Co-Lead Counsel. Allocation Counsel also discussed the proposed Plan of

Distribution with consulting experts at Bates White. In addition, the Settlement Administrator was

made available to mediate any disputes between Allocation Counsel. Ultimately, Allocation

Counsel adopted the proposed Plan of Allocation.

13. The Court preliminarily approved the Plan of Distribution on June 6, 2017. ECF

No. 1948. On August 24, 2017, OTC Plaintiffs proposed an amendment to the Plan of Distribution

(“Amended Plan of Distribution”) filed with the Court in order to corrected an error in the

description of the damages calculation; the amendment made no substantive changes to the Plan

of Distribution approved by Allocation Counsel. The Court authorized OTC Plaintiffs’ request to

provide notice of the Amended Plan of Distribution on August 28, 2017. ECF No. 2243.

14. Interim Co-Lead Counsel believes the Amended Plan of Distribution to be fair and

reasonable. Interim Co-Lead Counsel has determined that the fairest and most efficient manner of

distributing funds to members of the Settlement Class is the method used in the Amended Plan of

Distribution.

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15. Interim Co-Lead Class Counsel developed the Proof of Claim with the assistance

of Rust Consulting to help ensure it was written in a fashion that could be best understood by

members of the Settlement Class. Interim Co-Lead Counsel developed the Proof of Claim also

with the assistance of Bates White, which helped ensure that Class Members were being asked to

provide the necessary information to perform the pro rata calculations. The proposed Proof of

Claim is recommended by Interim Co-Lead Counsel, who finds it to be fair and reasonable.

III. THE NOTICE PLAN

16. Rust Consulting, Inc. (“Rust”) was one of several firms that submitted bids in

response to a request for proposal generated by Interim Co-Lead Class Counsel for the OTC

Plaintiffs. Based on a review of the proposals, and weighing the experience, institutional

knowledge, and price competitiveness of the firms in question, Interim Co-Lead Counsel

determined that the selection of Rust Consulting, Inc. was in the best interest of the settlement

class.

17. The Declaration of Shannon R. Wheatman describes the notices and the notice

program implemented for the Settlement, including her belief that they were effective and satisfy

the requirements of Federal Rule of Civil Procedure 23(c) and due process. A true and correct copy

of that declaration, including exhibits thereto, is attached hereto as Exhibit 1.

18. The Declaration of Jason Rabe describes the mailing of the Long Form Notice and

Proof of Claim (the “Direct Notice), the Paid Media Notice, and the Earned Media Notice. A true

and correct copy of that declaration, including exhibits thereto, is attached hereto as Exhibit 2.

IV. THE SETTLEMENT ADMINISTRATOR AND ESCROW AGENT

19. OTC Plaintiffs propose that Mr. Kenneth Feinberg serve as the Settlement

Administrator and Huntington National Bank serve as the Escrow Agent. Attached hereto as

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Exhibit 3 is a true and correct copy of Mr. Kenneth Feinberg’s résumé, and attached hereto as

Exhibit 4 is a true and correct copy of Huntington National Bank’s résumé.

I certify under penalty of perjury under the laws of the United States of America that the

forgoing is true and correct. Executed on September 22, 2017, in Washington, DC.

Michael D. Hausfeld

Exhibit 1

IN THE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE: LIBOR-BASED FINANCIAL

INSTRUMENTS ANTITRUST LITIGATION

MDL No. 2262 (NRB)


MAYOR AND CITY COUNCIL OF BALTIMORE, et al.,

Plaintiffs,

v.

CREDIT SUISSE AG, et al.,

Defendants.

No. 11-cv-5450 (NRB)

I, Shannon R. Wheatman, being duly sworn, hereby declare as follows:

1. I am president of Kinsella Media, LLC (“KM”), an advertising and notification

consulting firm in Washington, D.C. specializing in the design and implementation of class action

and bankruptcy notification programs. My business address is 2101 L Street NW, Suite 800,

Washington, D.C. 20037. My telephone number is (202) 686-4111.

2. This declaration will describe the notices and the notice program implemented here

for In re Libor-Based Financial Instruments Antitrust Litigation, including why I believe they

were effective and satisfy the requirements of Federal Rule of Civil Procedure 23(c) and due

process.

3. KM was retained to design and implement the Notice Program in this Settlement.

In my Declaration on the Notice Program dated May 25, 2017 and my Supplemental Declaration

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of Shannon R. Wheatman, PH.D. on Revised Notice Program dated July 18, 2017, submitted along

with my C.V., I detailed my class action notice experience, expertise in the form and content of

class action notice, and publications on notice and due process. I also provided my educational

and professional experience relating to class action notice programs and ability to render opinions

on the overall adequacy of the notice program. I submit this declaration to describe the

implementation of the Notice Program.

NOTICE PROGRAM OVERVIEW

4. In this case, the proposed Notice Program was designed to reach the greatest

practicable number of Class Members and ensure that they were be exposed to, see, review, and

understand the Notice.

5. Although each case is unique, the methods and tools used in developing and

implementing the Notice Program for this Settlement have been employed in many other court-

approved notice programs.

6. The Class in this case is defined as:

All persons or entities (other than Defendants and their employees, affiliates, parents, and subsidiaries) that purchased in the United States, directly from a Defendant (or a Defendant’s subsidiaries or affiliates), a U.S. Dollar LIBOR-Based Instrument and that owned the U.S. Dollar LIBOR-Based Instrument any time during the period August 2007 through May 2010 (the “Class Period”).

7. To effectively reach this Class, which consists largely of financial professionals,

KM implemented a Notice Program consisting of direct notice, paid media in national newspapers,

business and trade magazines, and targeted websites, global earned media with an internationally

distributed press release, and a dedicated website. As detailed below, I believe this Notice Program

meets due process standards and provided the best notice practicable to the Class under the

circumstances. Each of these elements is described in more detail below.

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8. I was involved in drafting the various forms of Notice as described below. It is my

opinion that each proposed form was noticeable, clear, concise, and written in plain, easily

understood language.

Individual Notice

9. Individual notification consisted of mailing a Long Form Notice and Proof of Claim

for the Settlement to potential Class Members, informing them of their legal rights and how they

may participate in or opt-out of the Class.

10. Specific information regarding the Individual Notice portion of the Notice Program

is provided in the declaration of Jason Rabe of Rust Consulting (“the Claims Administrator”),

which is being filed concurrently with this declaration.

11. A partial list of Class Members was compiled based on information provided by

Barclays Bank plc and some of the USD LIBOR panel banks.

12. In addition, KM utilized mailing lists and databases selected and customized to

reach public and private entities and financial professionals who are likely to be Class Members.

All told, the final list represented a merged and de-duplicated combination of the following:

a. 14,580 counterparties in LIBOR-based instruments during the settlement class

period provided by Barclays Bank plc.

b. 32,007 counterparty addresses provided from other defendants.

c. 24,123 institutional investors.

d. 66,946 state, city, and county government offices, as well as schools (excluding

private schools), universities, and healthcare facilities.

13. All told, under this program, a Long Form Notice and Proof of Claim were sent to

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137,656 persons or entities who have been identified as potential Class Members.

14. Overall, according to Rust, after all mailings were completed, 18,028 notices are

currently undeliverable.

Paid Media

15. To supplement individual notification, KM designed and implemented a paid media

program to reach Class Members who do not receive an Individual Notice.

16. KM implemented a Notice Program consisting of advertising in national

newspapers, business and trade magazines, and targeted websites.

17. To reach financial professionals, the Publication Notice appeared in the following

national newspapers: Barron’s, Financial Times, Investor’s Business Daily, and The Wall Street

Journal.

18. To reach decision makers in various business sectors, the Publication Notice

appeared in following business magazines: Bloomberg Businessweek and The Economist.

19. To reach decision makers in various business sectors, the Publication Notice also

appeared in the following trade magazines: CFO magazine, Financial Advisor, Institutional

Investor, Investment Advisor, Investment News, Modern Trader, Pensions & Investments,

Technical Analysis of Stocks & Commodities (The Traders’ Magazine), and The Bond Buyer.

20. An Implementation Report for the Notice Program is attached as Exhibit A and

confirms that the Court-approved Notice Program was implemented. The report details each

advertisement and the date and page number upon which the advertisement appeared. The report

confirms that KM has received a true and correct copy of the advertisement, or “tearsheet,” from

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each publication.1

21. KM incorporated Internet advertising into the Notice Program to provide potential

Class Members with additional notice opportunities.

22. KM produced Internet advertisements that provided information on the Settlement.

The banner ads ran across various websites, such as those noted below until the number of total

planned gross impressions were delivered.2 Impressions were allocated to maximize exposure

during the campaign across websites that are best driving potential Class Members to the

Settlement website.

23. To reach decision makers in various business sectors online, targeted Internet

banner ads and text ads appeared as follows: CFA Institute Financial NewsBrief, Traders

Magazine Online, PlanSponsor Online, Business-to-Business Websites, Channel Placement

(Business/Finance/Stocks & Investing), Contextual/Behavioral Targeting, and LinkedIn.

LinkedIn targeting included ads to users who have indicated they are members of the Strategic

Finance Group and PlanSponsor Group.

24. Attached as Exhibit B are true and correct copies of the banner ads and examples

of how they appeared on several websites.

25. KM sponsored keywords and phrases with major search engines, including:

Google, Bing, and other search partners. In order to help search engine users locate the

informational website about the Settlement, KM purchased sponsored links to appear when

searchers enter certain terms. When a user searched online for one of the specified search terms

or phrases, an advertisement appeared on the results page that pointed users to the website.

1 Copies of the notices as they appeared in each publication are available to the Court upon request. 2 Gross impressions are the duplicated sum of audiences of all media vehicles containing the notice.

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Earned Media

26. On August 1, 2017, a global press release was distributed through Business Wire

to key financial and business media, with coverage of newspapers, television, radio, news

agencies, analysts and business publications/editors in the Americas, including the United States,

Canada and Latin America, Asia-Pacific, Europe, Middle East, and Africa. The distribution

included a global mobile audience via a variety of platforms and aggregators including AP Mobile,

Yahoo! Finance and Viigo. The press release was translated into Arabic, French, German,

Portuguese, Spanish, simplified-PRC Chinese, traditional Chinese, Japanese, and Korean. It

highlighted the toll-free telephone number and Settlement website address, so that Class Members

can obtain complete information.

27. The Settlement Administrator established a website at

www.BarclaysLiborSettlement.com to enable Class Members to get information on the

Settlement. By accessing the website, Class Members were able to file a claim and obtain

additional information and documents about the Settlement, including: the Long Form Notice,

Court documents, frequently asked questions, and other information. Class Members were able to

download Notice materials.

Other Administration Components

28. A toll-free phone number was established to allow Class Members to call and

request that a Notice be mailed to them or listen to frequently asked questions.

29. A post office box was established to allow Class Members to contact Class Counsel

by mail with any specific requests or questions.

THE FORM AND CONTENT OF THE NOTICES

30. The Notices effectively communicated information about the Settlement.

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31. Rule 23(c)(2) of the Federal Rules of Civil Procedure requires class action notices

to be written in “plain, easily understood language.” KM applies the plain language requirement

in drafting notices in federal and state class actions. The firm maintains a strong commitment to

adhering to the plain language requirement, while drawing on its experience and expertise to draft

notices that effectively convey the necessary information to Class Members.

32. The Publication Notice was designed to capture the Class Member’s attention with

clear, concise, plain language. The Notice directed readers to the case website or toll-free number

for more information. The plain language text provided important information regarding the

subject of the litigation, the Class definition, and the legal rights available to Class Members. No

important or required information was missing or omitted. In fact, this Notice stated all required

information without omitting significant facts that Class Members need to understand their rights.

The Notice also referred readers to the Long Form Notice which is available to those who call or

visit the website.

33. The Long Form Notice provided substantial information, including all specific

instructions Class Members need to follow to properly exercise their rights, and background on

the issues in the case. It was designed to encourage readership and understanding in a well-

organized and reader-friendly format.

34. In preparing the Notices in this Settlement, I employed communications methods

that are well-established in my field. I embraced the high standards embodied in the Advisory

Committee’s notes accompanying the 2003 changes to Rule 23(c)(2):

The direction that the class-certification notice be couched in plain easily understood language is added as a reminder of the need to work unremittingly at the difficult task of communicating with class members.

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CONCLUSION

35. It is my opinion that the Notice Program provided the best notice practicable under

the circumstances. It is consistent with the standards employed by KM in notification programs

designed to reach class members. The Notice Program, as implemented, is fully compliant with

Rule 23 of the Federal Rules of Civil Procedure and satisfies due process requirements.

I declare under penalty of perjury that the foregoing is true and correct. Executed in Souderton,

Pennsylvania this 22nd day of September 2017.

_________________________________ Shannon R. Wheatman, Ph.D.

EXHIBIT A

Page 1 of 2

Issue Date

Page #of Ad

August 7 M4August 9 13

August 7 A13

August 7 B5August 14 B4

August 7 11August 5 71

September 13September 10July/August 9September 18August 7 25

September 80August 7 15

September 19

August 7 3

Contextual / Behavioural Placement

Traders.com Banners Confirmed

50,400,739728x90, 300x250, 160x600, 300x600

PlanSponsor Banners Confirmed

Channel Placement

Business to Business

CFA - Financial Newsbrief Banners Confirmed

Ad Type/Size Delivered Impressions

Web

Online Media

Wall Street Journal 1/6 Page (5.35" x 7") August 14, 2017 Yes

Business Magazine(s)

Trade Magazine(s)

Investor's Business Weekly

1/4 Page (5.93" x 8.44")

August 7, 2017 Yes

Wall Street Journal 1/6 Page (5.35" x 7") August 7, 2017 Yes

Financial Times 1/4 Page (6-11/16" x 10-7/8")

August 9, 2017 Yes

Modern Trader 5.875” x 7” August 1, 2017 YesPensions & Investments 6" x 8" August 7, 2017 Yes

Investment Advisor 4.5" x 7.25" August 25, 2017 YesInvestment News 6" x 8" August 7, 2017

Technical Analysis of Stocks & Commodities (The Traders' Magazine)

4.625" x 7.25" August 7, 2017 Yes

The Bond Buyer 4.875" x 6.375" August 7, 2017 Yes

Bloomberg 7.125" x 4.375" August 4, 2017 Yes

CFO magazine 7.375" x 4.8125" September 7, 2017 Yes

Yes

Financial Advisor 4.5" x 7" August 25, 2017 YesInstitutional Investor 4.5" x 7.5" August 1, 2017 Yes

The Economist 4.625" x 7.0625" August 4, 2017 Yes

Media Buy Report

In re LIBOR-Based Financial Instruments Antitrust Litig.

September 11, 2017

National Newspaper(s)Barron's Half Page (4.9" x 10") August 7, 2017 Yes

Media

Print Media

Unit Type/Size Date Ad(s)Ran

TearsheetReceived

Page 2 of 2

Status

Press Release (International - Premier Global) Completed

Earned Media and Outreach

Linkedin Ad Text and Image Confirmed

Ad Text and Image ConfirmedKeywords

EXHIBIT B

Desktop: 160x600

2

Desktop: 300x250

3

Desktop: 728x90

4

Exhibit 2

1

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE: LIBOR-BASED FINANCIAL INSTRUMENTS ANTITRUST LITIGATION

MDL No. 2262 (NRB)


MAYOR AND CITY COUNCIL OF BALTIMORE, et al., Plaintiffs, v. CREDIT SUISSE AG, et al., Defendants.

No. 11-cv-5450 (NRB)

DECLARATION OF JASON RABE REGARDING NOTICE BY MAILING AND PUBLICATION OF THE PUBLICATION AND

INTERNET NOTICES

JASON RABE, declares and states as follows:

1. I am a Program Manager at Rust Consulting, Inc. (“Rust”). Rust was appointed as

Claims Administrator pursuant to ¶ 1 of the Order Approving OTC Plaintiffs’ Notice Program

and Preliminary Approval of Plan of Distribution dated June 6, 2017 (the “Preliminary Approval

Order”). I have the responsibility for overseeing all aspects of the notice and claims

administration services performed by Rust with respect to the Settlement.

2. I submit this declaration in order to provide the Court and the parties to the above-

captioned litigation with information regarding the mailing of the Long Form Notice and Proof

of Claim (collectively, the “Direct Notice”) and the publication of the publication notice (the

2

“Publication Notice”) and the internet notice (the “Internet Notice”). I am over 21 years of age

and am not a party to this action. I have personal knowledge of the facts set forth herein and, if

called as a witness, could and would testify competently thereto.

PUBLICATION OF THE PUBLICATION AND INTERNET NOTICES

3. Rust’s services include mailing the Direct Notice to potential Class Members;

coordinating the Publication Notice and Internet Notice in accordance with the Notice Program

with Kinsella Media, LLC (“KM”); establishing an interactive website to provide information

and Court-approved documents to Class Members concerning the proposed settlement; and

responding to calls and requests for Direct Notices.

4. Pursuant to the Preliminary Approval Order, the Court approved the Notice

Program submitted by KM. KM is an advertising and notification consulting firm in

Washington, D.C. specializing in the design and implementation of class action and bankruptcy

notification programs.

5. The declaration of Shannon R. Wheatman certifying that the publications of the

Publication Notice and the Internet Notice were effectuated in accordance with the Preliminary

Approval Order is being filed contemporaneously herewith.

MAILING OF THE DIRECT NOTICE

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6. As a result of Rust’s efforts outlined below, Rust has mailed a total of 137,656

Direct Notices1 to potential Class Members.

7. Rust received from Class Counsel, Susman Godfrey LLP, 8 files containing 48,327

counterparty names and addresses received from seven (7) of the Defendants.2

8. Rust received a list containing 2,977 names and addresses of institutional investors

from Bates White. In addition, Rust purchased lists of institutional investors from Dun and

Bradstreet (12,708 names and addresses) as well as Vickers (8,866 names and addresses).

9. Rust utilized a list of 66,946 names and addresses of state, city, and county

government offices, as well as schools (excluding private schools), universities, and healthcare

facilities.

10. Rust entered the data referenced above into a segregated database (the “Rust

Mailing Database”) to be used for mailing the Direct Notices to potential Class Members. The

data was electronically scrubbed to eliminate duplicate names and addresses and incomplete

records and forwarded to the National Change of Address (“NCOA”) service to ensure adequate

address formatting and to qualify for postal discounts. As a result of the processes above, 2,168

duplicate or incomplete records were removed, resulting in 137,656 records for mailing.

1 The number of Direct Notices mailed includes 14,580 to counterparties provided by Barclays Bank plc and 32,007 to counterparties provided by other Defendants (see ¶ 7), 24,123 mailed to institutional investors (see ¶ 8) and 66,946 mailed to state, city, and county government offices, as well as schools (excluding private schools), universities, and healthcare facilities (see ¶ 9) for an aggregate of 137,656 Direct Notices mailed. 2 Rust was informed by OTC Class Counsel that HSBC and Credit Suisse AG would be providing Direct Notice to their own counterparties.

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11. Pursuant to ¶ 2 of the Preliminary Approval Order, on July 24, 2017, Rust caused

the Direct Notice to be printed and sent to the 137,656 potential Class Members referred to in ¶¶

7, 8 and 9 above. A copy of the printed Direct Notice is attached hereto as Exhibit A.

12. Rust leases and maintains a Post Office Box (P.O. Box 2602, Faribault, MN 55021-

9602) for the receipt of all undeliverable mail and written communications necessary to

implement the Settlement.

13. As of September 21, 2017, the USPS had returned 18,028 Direct Notices as

undeliverable without forwarding addresses. Of these, Rust was able to locate 2,871 new

addresses, through an information supplier to which Rust subscribes. Direct Notices were

promptly mailed to the potential Class Members at the updated addresses.

14. As of September 21, 2017, the USPS had returned 218 Direct Notices with

forwarding addresses. Direct Notices were promptly re-mailed to the potential Class Members at

the updated addresses.

15. Additionally, as of September 21, 2017, in response to telephone and email requests

for Direct Notices made directly to Rust by potential Class Members, an additional 9 Direct

Notices were mailed.

16. Through September 21, 2017, an aggregate of 140,754 Direct Notices had been

mailed, pursuant to the Preliminary Approval Order.

THE SETTLEMENT WEBSITE

17. Rust established and maintains a website, www.BarclaysLiborSettlement.com (the

“Website”), that enables Class Members and other individuals to obtain information about the

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Settlement and to access important documents related to the Settlement. Specifically, the

Website contains a listing of the deadlines for requesting exclusion from the Class, objecting to

the Settlement and filing a Proof of Claim, as well as contact information and the date, time and

location of the Court’s Final Approval Hearing. The Website also contains “links” to the

Publication and Long Form Notice, Proof of Claim, and important Court documents including,

among others, the Settlement Agreement between OTC Plaintiffs and Barclays Plc. The “links”

permit any person, including potential Class Members with internet access, to view, download,

and print copies of the Long Form Notice and Proof of Claim, thereby providing potential Class

Members with information about the Settlement at their convenience. Additionally, the Website

allows individuals and entities to submit electronic claims.

18. The Website went “live” on July 24, 2017 and as of September 21, 2017, the

Website has had 113,600 unique visitors. In addition, the Notice has been downloaded 1,491

times and 225 Proofs of Claim have been submitted electronically. The website is periodically

updated as the status of the Settlement changes (e.g., a deadline passes).

19. Rust also established a case-dedicated e-mail address,

[email protected], to allow persons to email the Claims Administrator with

questions or inquiries. The e-mail address was activated on July 24, 2017 and is listed in the

Direct Notice and on the website. As of September 21, 2017, Rust has received and processed

441 e-mail inquiries from potential Class Members.

TOLL-FREE TELEPHONE HOTLINE

20. Rust also established a toll-free telephone hotline (1-888-568-7640) that became

operational on July 24, 2017. Class Members calling the hotline are given the key dates for

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filing deadlines as well as the website address for additional information. At the end of the

recorded message, Class Members can remain on the line to speak with a representative. The

recorded information is available 24 hours a day, 7 days a week. As of September 21, 2017,

Rust has received 557 calls on this line.

REMINDER POSTCARD MAILING

21. Pursuant to ¶ 2 of the Order Preliminarily Approving Amended Plan of Distribution

dated August 28, 2017, on September 8, 2017, Rust caused a postcard (the “Reminder Postcard”)

to be printed and sent to the 137,656 potential Class Members referred to in ¶ 11 above. The

Reminder Postcard notified potential Class Members of the Amended Distribution Plan and also

reminded potential Class Members of the upcoming filing deadlines. A copy of the printed

Reminder Postcard is attached hereto as Exhibit B.

REPORT ON REQUESTS FOR EXCLUSION AND OBJECTIONS RECEIVED TO DATE

22. Pursuant to ¶ 8 of the Preliminary Approval Order, Requests for Exclusion from the

Class are required to be mailed to the Claims Administrator, postmarked no later than October 9,

2017 and addressed to: U.S. Dollar LIBOR Settlement, P.O. Box 2602, Faribault, MN 55021-

9602. As of September 21, 2017, Rust has not received any Requests for Exclusion from the

Class.

23. Pursuant to ¶ 8 of the Preliminary Approval Order, objections are required to be

postmarked or delivered to the Clerk of the Court, OTC Class Counsel and Barclays’ Counsel no

later than October 9, 2017. Although objections are not to be sent to Rust, nevertheless, as part

of its standard procedures, Rust personnel examine all mail received to search for, among other

7

things, Requests for Exclusion and objections. As of September 21, 2017, Rust has received no

objections.

I declare under penalty of perjury that the foregoing statements are true and correct.

Executed this 22nd day of September, 2017 in Minneapolis, Minnesota.

_____________________________ Jason Rabe

EXHIBIT A

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

QUESTIONS? CALL 1-888- 568-7640 OR VISIT WWW.BARCLAYSLIBORSETTLEMENT.COM

If You Owned a U.S. Dollar LIBOR-Based Instrument Between August 2007 and May 2010,

You May Be Eligible for a Payment from a $120 Million Settlement.

Impacts individuals and institutions that entered into most over-the-counter financial derivative and non-derivative instruments directly with a U.S. Dollar Panel Bank (see Question 8) that received payments tied to U.S. Dollar LIBOR, including certain interest rate swaps, forward rate agreements, asset swaps, collateralized debt obligations, credit default swaps, inflation swaps, total return swaps, options, and floating rate notes.

A United States federal court authorized this notice. This is not a solicitation from a lawyer.

• A Settlement has been reached with Barclays Bank plc (“Barclays”) in a class action lawsuit about the price-fixing and manipulation of the London Interbank Offered Rate (“LIBOR”). The lawsuit claims that Barclays and the Non-Settling Defendants (see Question 2) unlawfully manipulated the U.S. Dollar LIBOR rate, artificially lowering the rate to reduce payments to Class Members.

• You are included in the Settlement and are entitled to seek a payment, if you directly purchased U.S. Dollar LIBOR-based instruments directly from Barclays or any Non-Settling Defendant (see Question 6). Class Members who transacted with Barclays and Class Members who transacted with Non-Settling Defendants will be entitled to payments in the same manner (see Question 12). Class Members will release claims through this Settlement only against Barclays and its affiliates; the Settlement does not impact claims in the lawsuit against the Non-Settling Defendants, and the lawsuit is ongoing.

• The instruments affected include, among others: asset swaps, collateralized debt obligations, credit default swaps, forward rate agreements, inflation swaps, interest rate swaps, total return swaps, options, or floating rate notes. The Settlement does not include U.S. Dollar LIBOR-based instruments that include only a term, provision, or obligation or right to pay interest based on the U.S. Dollar, such as business; home, student, or car loans; or credit cards.

• The Settlement will pay individuals and institutions that owned certain U.S. Dollar LIBOR-based instruments between August 2007 and May 2010. In addition, Barclays has agreed to cooperate with Class Counsel and provide information to use against the Non-Settling Defendants.

• Your legal rights are affected even if you do nothing. Please read this notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM This is the only way to get a payment. See Question 15.

ASK TO BE EXCLUDED

You will get no monetary benefits from the Settlement. This is the only option that allows you to assert the claims released by this Settlement against Barclays about the U.S. Dollar LIBOR manipulation claims at issue in this case. See Question 17.

OBJECT If you wish to object to the Settlement, or anything else referenced in this Notice, you must file a written objection. See Question 22.

GO TO A HEARING You may also request to be heard at the Fairness Hearing. See Question 26.

DO NOTHING You will forfeit your right to get a monetary benefit from the Settlement, and you will give up your rights to assert claims released by this Settlement against Barclays about the U.S. Dollar LIBOR manipulation claims at issue in this case.

• These rights and options—and the deadlines to exercise them—are explained in this notice.

• The Court in charge of this case still has to decide whether to approve the Settlement. Payments will only be made if the Court approves the Settlement and after any appeals are resolved. Please be patient.

QUESTIONS? CALL 1-888- 568-7640 OR VISIT WWW.BARCLAYSLIBORSETTLEMENT.COM - 2 -

BASIC INFORMATION ..................................................................................................... …………3

1. Why is there a notice? 2. What is this lawsuit about? 3. Are there any related lawsuits? 4. Why is this a class action? 5. Why is there a Settlement?

WHO IS IN THE SETTLEMENT? ...................................................................................... …………4

6. How do I know if I am part of the Settlement? 7. What is the London Interbank Offered Rate (“LIBOR”)? 8. What U.S. Dollar LIBOR-based instruments are covered by the Settlement? 9. Does the Settlement include instruments where I only pay interest based on U.S. Dollar

LIBOR rate? 10. What if I am not sure whether I am included in the Settlement?

THE SETTLEMENT BENEFITS ........................................................................................ …………6

11. What does the Settlement provide? 12. How much will my payment be? 13. When will I receive my payment? 14. What am I giving up to stay in the Class?

HOW TO RECEIVE A PAYMENT ..................................................................................... ….……..8

15. How can I receive a payment? 16. What if my claim is rejected?

EXCLUDING YOURSELF FROM THE SETTLEMENT ..................................................... ………...8

17. How do I get out of the Settlement? 18. If I do not exclude myself, can I sue Barclays for the same thing later? 19. If I exclude myself, can I still get a payment from this Settlement?

THE LAWYERS REPRESENTING YOU ........................................................................... …………9

20. Do I have a lawyer in the case? 21. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT ............................................................................... …….......9

22. How do I tell the Court if I do not like the Settlement? 23. What is the difference between objecting and asking to be excluded?

THE FAIRNESS HEARING ............................................................................................... ……….10

24. When and where will the Court decide whether to approve the Settlement? 25. Do I have to attend the hearing? 26. May I speak at the hearing?

GETTING MORE INFORMATION ..................................................................................... ……….11

27. How do I get more information?

What This Notice Contains


BASIC INFORMATION 1. Why is there a notice? A Court authorized this notice because you have a right to know about a proposed Settlement in this class action lawsuit and about all of your options before the Court decides whether to give final approval to the Settlement. This notice explains the lawsuit, the Settlement, and your legal rights. Judge Naomi Reice Buchwald of the United States District Court for the Southern District of New York is overseeing this case. This litigation has been consolidated within In re LIBOR-Based Financial Instruments Antitrust Litigation, MDL No. 2262, and this Settlement relates to an action referred to as the “OTC Action” because it involves Plaintiffs who entered into over-the-counter (“OTC”) financial derivative and non-derivative instruments directly with Barclays or the Non-Settling Defendants. 2. What is this lawsuit about? Banks on the U.S. Dollar panel (and their affiliates) around the world were sued by a group of their counterparties (“Plaintiffs”) who claim that the banks manipulated the U.S. Dollar LIBOR rate during the financial crisis, artificially lowering the rate for their own benefit. Plaintiffs claim that Barclays and other banks manipulated the U.S. Dollar LIBOR rate, and that, as a result, purchasers did not receive as much interest payments for their U.S. Dollar LIBOR-based instruments from the banks as they should have. Barclays and the Non-Settling Defendants deny these claims and maintain they did nothing wrong. Plaintiffs in the OTC Action have brought (a) antitrust claims under the Sherman Act, (b) breach of contract claims, and (c) unjust enrichment claims against Barclays and the Non-Settling Defendants. A Settlement has been reached with Barclays, the Settling Bank, and that is why you are receiving this Notice. The Settlement does not impact claims in the lawsuit against the Non-Settling Defendants, and the lawsuit is ongoing. For purposes of the Settlement, the Non-Settling Defendants are (collectively with Barclays, the “Defendants”):

• Credit Suisse Group AG; Credit Suisse International; Credit Suisse (USA) Inc. (together, “Credit Suisse”);

• Bank of America Corporation and Bank of America, N.A. (together, “Bank of America”); • JPMorgan Chase & Co. and JPMorgan Chase Bank, NA (together, “JPMorgan Chase”); • HSBC Holdings PLC and HSBC Bank PLC (together, “HSBC”); • Barclays Bank plc; • Lloyds Banking Group PLC (“Lloyds); • WestLB AG and Westdeutsche Ummobilienbank AG (together “WestLB”); • UBS AG (“UBS”); • The Royal Bank of Scotland Group PLC (“RBS”); • Citizens Bank of Massachusetts a/k/a RBS Citizens Bank N.A. (“Citizens Bank”); • Deutsche Bank AG (“Deutsche Bank”); • Citibank NA and Citigroup Inc. (together, “Citibank”); • Coöperatieve Central Raiffeisen Boerenleenbank B.A. (“Rabobank”); • The Norinchukin Bank (“Norinchukin”); • The Bank of Tokyo-Mitsubishi UFJ, Ltd (“Bank of Tokyo”); • HBOS PLC (“HBOS”);


• Société Générale S.A.; and • Royal Bank of Canada (“RBC”).

3. Are there any related lawsuits? Yes. There are many cases that have been consolidated as a multi-district litigation (“MDL”) in the U.S. District Court for the Southern District of New York, entitled: In re LIBOR Financial Instruments Litigation, 11-MD-2262. This Settlement is made with Plaintiffs in the OTC Action only. 4. Why is this a class action? In a class action, one or more people called “Class Representatives” sue on behalf of themselves and other people with similar claims. All of these people together are the “class” or “class members.” In this Settlement, the Class Representatives are: the Mayor and City of Baltimore; City of New Britain; Texas Competitive Electric Holdings Company LLC; Yale University; Jennie Stuart Medical Center, Inc.; Variety Children’s Hospital doing business as Miami Children’s Hospital; Highlander Realty LLC; and SEIU Pension Plans Master Trust. One court resolves the issues for all Class Members, except for those who exclude themselves from the OTC Class. 5. Why is there a Settlement? The Court has not decided in favor of the Plaintiffs or Barclays. Instead, the Parties have engaged in lengthy negotiations, and Plaintiffs and Barclays have agreed to a Settlement. By agreeing to settle, the Parties avoid the costs and uncertainty of a trial, and the people affected will get a chance to receive compensation. The Class Plaintiffs and their attorneys think the Settlement is best for all OTC Class Members. The proposed Settlement does not mean that any law was broken or that Barclays did anything wrong.

WHO IS IN THE SETTLEMENT? If you received mailed notice of the Settlement, then you may be a Class Member. But even if you did not receive a notice, you may be a Class Member, as described below. 6. How do I know if I am part of the Settlement? You are included in the Settlement if you (individual or entity):

• Directly purchased certain U.S. Dollar LIBOR-based instruments (see Question 8); • From Barclays or any Non-Settling Defendant (or their subsidiaries or affiliates) (see Question 2); • In the United States; and • Owned the instruments at any time between August 2007 and May 2010.

You are not a member of the Class, even if you meet the above criteria, if you are:

• One of the Non-Settling Defendants, Released Parties, or alleged co-conspirators or their employees, officers, or directors;

• One of the Non-Settling Defendants’, Released Parties’, or alleged co-conspirators’ parent companies, subsidiaries, affiliates, legal representatives, heirs, assigns, or any person acting on their behalf;

• An entity in which any Non-Settling Defendants, Released Parties, or alleged co-conspirators have a controlling interest; or

• A judicial officer presiding over this action or his/her immediate family member or are a judicial staff member or juror assigned to the OTC Action.


7. What is the London Interbank Offered Rate (“LIBOR”)? The U.S. Dollar LIBOR rate is defined as the average rate at which each individual bank on the U.S. Dollar LIBOR panel could borrow funds, were it to do so by asking for and then accepting inter-bank offers in reasonable market size, just prior to 11:00 am London time. It is the reference point for determining interest rates for financial instruments worldwide. LIBOR rates are calculated for several currencies, such as U.S. Dollars, and seven borrowing periods ranging from overnight to one year. They are published each business day. This Settlement only involves U.S. Dollar LIBOR. 8. What U.S. Dollar LIBOR-based instruments are covered by the Settlement? The Settlement relates to U.S. Dollar LIBOR-Based Instruments, which are instruments that include any term, provision, obligation or right to be paid or to receive interest based upon the U.S. Dollar LIBOR rate. These include, but are not limited to, the following:

• Asset Swaps – a type of over-the-counter derivative in which one investor exchanges the cash flows of an asset or pool of assets for a different cash flow without affecting the underlying investment position.

• Collateralized Debt Obligations (“CDOs”) – a type of structured asset back security (“ABS”). CDOs have multiple levels of risk (“tranches”) and are issued by special purpose entities. They are collateralized by debt obligations including bonds and loans.

• Credit Default Swaps (“CDSs”) – a type of over-the-counter, credit-based derivative where the seller of the CDSs compensates the buyer of the CDS only if the underlying loan goes into default or has another credit event.

• Forward Rate Agreements (“FRAs”) – a type of over-the-counter derivative based on a “forward contract.” The contract sets the rate of interest or the currency exchange rate to be paid or received on an obligation beginning at a future start date.

• Inflation Swaps – a type of over-the-counter derivative used to transfer inflation risk from one party to another through an exchange of cash flows.

• Interest Rate Swaps – a type of over-the-counter derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps are commonly used for both hedging and speculating.

• Total Return Swaps – a type of over-the-counter derivative based on financial contracts that transfer both the credit and market risk of an underlying asset. These derivatives allow one contracting party to derive the economic benefit of owning an asset without putting that asset on its balance sheet.

• Options – a type of over-the-counter derivative based on a contract between two parties for a future transaction on an asset. The other derivative instruments, defined above, can serve as the asset for an option.

• Floating Rate Notes – evidence an amount of money owed to the buyer from the seller. The interest

rate on floating rate notes is adjusted at contractually-set intervals and is based on a variable rate index, such as U.S. Dollar LIBOR.


Only U.S. Dollar LIBOR-based instruments that were sold in over-the-counter transactions (OTC transactions) are included in the Settlement. 9. Does the Settlement include instruments where I only pay interest based on U.S. Dollar LIBOR

rate? The Settlement does not include U.S. Dollar LIBOR-based instruments that include only a term, provision, or obligation or right to pay interest based on the U.S. Dollar LIBOR rate, such as business, home, student, or car loans or credit cards. 10. What if I am not sure whether I am included in the Settlement? If you are not sure whether you are included in the Settlement, you may call 1-888-568-7640 with questions or visit www.BarclaysLiborSettlement.com. You may also write with questions to U.S. Dollar LIBOR, P.O. Box 2602, Faribault, MN 55021-9602 or email [email protected].

THE SETTLEMENT BENEFITS 11. What does the Settlement provide? The Settlement will create a $120 million Settlement Fund that will be used to pay eligible Class Members who submit valid claims. The cost to administer the Settlement, attorney fees, and payment to the Class Representatives will come out of the Settlement Fund (see Question 21). Additionally, Barclays will cooperate with the Plaintiffs in their ongoing litigation against the Non-Settling Defendants. More details are in a document called the Settlement Agreement, which is available at www.BarclaysLiborSettlement.com. 12. How much will my payment be? The Settlement Fund will be distributed to Settlement Class Members pro rata, in proportion to a reasonable estimate of their damages, after deduction of any fees and expenses (see Question 21). This distribution will be made pursuant to a Plan of Distribution, which has been submitted to the Court in advance of the final approval hearing, and made available at www.BarclaysLiborSettlement.com. The Plan of Distribution provides that each Class Member will receive a pro rata distribution, based on how much less the Class Member was paid during the Class Period as a result of the alleged suppression. A chart showing the applicable amount of suppression during the Class Period is available on the website, and is based on expert modelling the Plaintiffs’ have used in support of the litigation. Class Members will have the option to comment on or object to any portion of the Plan of Distribution at the Fairness Hearing. The Settlement Agreement will remain in place if the Court rejects or alters the proposed Plan of Distribution. 13. When will I receive my payment? Class Members who are entitled to payments will receive their payments after the Court grants final approval to the Settlement and after any appeals are resolved (see “The Fairness Hearing” below). If there are appeals, resolving them can take time. Please be patient.


14. What am I giving up to stay in the Class? Unless you exclude yourself from the Settlement, you will give up your right to sue Barclays for the claims being resolved by this Settlement. The specific claims you are giving up against Barclays and all related parties are described in paragraphs 2(ff)-(hh) and 8(b) of the Settlement Agreement. You will be “releasing” Barclays and all related people as described in the Settlement Agreement. The released claims do not, however, include the following:

• Certain claims that are subject of the October 7, 2014 Settlement between Barclays and the Exchange-Based Plaintiffs;

• Claims under foreign law that relate to transactions outside the U.S.; • Claims to enforce any of the terms of the Settlement Agreement in this case; or • Claims that relate to or are from the purchase of non-U.S. Dollar LIBOR-based instruments or any

other claims that do not arise out of the factual predicate of the OTC Action. Notwithstanding the foregoing, persons or entities that only purchased bonds issued by entities other than U.S. Dollar LIBOR Panel Banks are not members of this Settlement Class. Further, claims which are alleged in the Bondholder Plaintiff Action (Case No. 12 CY 1025 (NRB)) concerning U.S. Dollar LIBOR-Based Debt Securities are not released by the OTC Settlement. Thus, any claim based on a U.S. Dollar LIBOR-Based Debt Security may be asserted only against the Bondholder Settlement (and not the OTC Settlement), and will only be released pursuant to the Bondholder Settlement. Likewise, any claim based on a debt security tied to U.S. Dollar LIBOR that was issued by a Defendant (or a Defendant’s subsidiary or affiliate) as obligor and was purchased directly from a Defendant (or a Defendant’s subsidiary or affiliate) may be asserted only against the OTC Settlement (and not the Bondholder Settlement), and will only be released pursuant to the OTC Settlement. Any OTC Class Member who is also a member of the class alleged in the Bondholder Plaintiff Action will be entitled to assert claims to share in the settlement funds established in both actions in accordance with the limitations set forth above. Similarly, any member of the class in the Bondholder Plaintiff Action who is also a member of the OTC Class will be entitled to assert claims to share in both settlement funds in accordance with the limitations set forth above. In addition, claims concerning U.S. Dollar LIBOR-Based Instruments purchased from one or more Non-Defendant OTC Financial Institutions1 which are alleged in 33-35 Green Pond Road Assocs. LLC v. Bank of America Corp., et al. (Case No. 12 CV 5822 (NRB)) and Courtyard at Amwell II, LLC, et al. v. Bank of America Corp., et al. (Case No. 12 CV 6693 (NRB)) class actions (collectively the “Non-Defendant OTC Action”) are not released by the OTC Settlement. Accordingly, any OTC Class Member who is also a member of the class alleged in the Non-Defendant OTC Action will be entitled to assert claims to share in any settlement funds established in both actions. Similarly, any member of the class in the Non-Defendant OTC Action who is also a member of the OTC Class will be entitled to assert claims to share in any settlement funds established in both actions. Thus, a person or entity who purchased U.S. Dollar LIBOR-Based Instruments from Non-Defendant OTC Financial Institutions and also purchased U.S. Dollar LIBOR-Based Instruments directly from a Defendant (or subsidiary or affiliate of a Defendant) will be legally entitled to assert a claim to share in any Non-Defendant OTC Settlement with Barclays based on purchases of U.S. Dollar LIBOR-Based Instruments from Non-Defendant OTC Financial Institutions, and will also be legally entitled to assert a claim to share in the OTC Settlement based on U.S. Dollar LIBOR Based

1 The “Non-Defendant OTC Financial Institutions” are Wells Fargo & Company; Goldman Sachs Group, Inc.; Morgan Stanley; Metlife, Inc.; U.S. Bancorp; The PNC Financial Services Group, Inc.; The Bank of New York Mellon Corporation; Capital One Financial Corporation; Ally Financial Inc.; Suntrust Banks, Inc.; BB&T Corporation; TD Bank US Holding Company; State Street Corporation; Citizens Financial Group, Inc.; American Express Company; Regions Financial Corporation; Fifth Third Bancorp; Keycorp Cleveland; Unionbancal Corporation; Northern Trust Corporation; Bancwest Corporation; M&T Bank Corporation; Harris Financial Corporation; BBVA USA Bancshares, Inc., as well as any of their subsidiaries or affiliates.


Instruments purchased directly from a Defendant (or subsidiary or affiliate of a Defendant), but will not be legally entitled to assert a claim to share in the OTC Settlement based on purchases of U.S. Dollar LIBOR-Based Instruments from Non-Defendant OTC Financial Institutions. The Settlement Agreement available at www.BarclaysLiborSettlement.com describes the released claims with specific descriptions, so read it carefully. If you have any questions, you can talk to the law firms listed in Question 20 for free or you can, of course, talk to your own lawyer about what this means.

HOW TO RECEIVE A PAYMENT 15. How can I receive a payment? To ask for a payment, you will need to complete and submit a Proof of Claim by December 21, 2017. Claims may be submitted online at www.BarclaysLiborSettlement.com. If you submit a Proof of Claim with your contact information, you will receive future notifications containing additional important information, including with respect to any future Settlements. You may also download and mail your completed Proof of Claim to:

U.S. Dollar LIBOR Settlement P.O. Box 2602

Faribault, MN 55021-9602 16. What if my claim is rejected? The Settlement provides a process for Class Members to contest the rejection of a claim. You will get further details in the letter you receive after your claim has been processed. If your claim is rejected, you may request a review. You will need to do so in writing and submit reasons for why you are contesting the rejection along with any supporting documentation. If your dispute cannot be resolved, it may be presented to the Court for review. The Court’s decision will be final and binding. More details are in a document called the Settlement Agreement, which is available at www.BarclaysLiborSettlement.com.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you don’t want a payment/benefits from this Settlement, and you want to keep the right to sue Barclays about the issues in this case, then you must take steps to get out of the Settlement. This is called excluding yourself—or it is sometimes referred to as “opting out” of the Class. 17. How do I get out of the Settlement? To exclude yourself from the Settlement, you must mail a letter or other written document to the Settlement Administrator. To exclude yourself from the Class, you must file a timely written request for exclusion (“Request for Exclusion”). A Request for Exclusion must:

• Be in writing; • Be signed by you or your authorized representative; • State your name, address, and phone number; • Include (1) proof of membership in the Class and (2) a signed statement that “I/we hereby request

that I/we be excluded from the proposed OTC Class in the In re LIBOR-Based Financial Instruments Antitrust Litigation, MDL No. 2262”;


• Be mailed to the Claims Administrator at the address provided below and postmarked no later than October 9, 2017.

You must also provide any other information reasonably requested by the Claims Administrator. You must mail your Request for Exclusion, postmarked no later than October 9, 2017, to:

U.S. Dollar LIBOR Settlement

P.O. Box 2602 Faribault, MN 55021-9602

18. If I do not exclude myself, can I sue Barclays for the same thing later? No. Unless you exclude yourself, you give up the right to sue Barclays for the claims that you release through this Settlement.

No. You will not get a payment if you exclude yourself from this Settlement.

THE LAWYERS REPRESENTING YOU 20. Do I have a lawyer in the case? The Court has appointed two law firms — Susman Godfrey LLP and Hausfeld LLP — to represent all OTC Class Members as interim “Class Counsel.” They can be contacted at:

William C. Carmody Susman Godfrey LLP 1301 Avenue of the Americas, 32nd Floor New York, NY 10019

Michael D. Hausfeld Hausfeld LLP 1700 K Street NW, Suite 650 Washington, DC 20006

You will not be charged for contacting these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. 21. How will the lawyers be paid? Class Counsel will ask the Court for attorneys’ fees up to one-third of the $120 million Settlement Fund as well as reimbursement for costs and expenses. The fees and expenses awarded by the Court will be paid out of the Settlement Fund. The Court will decide the amount of fees to award. Class Counsel will also request that special service payments of up to $25,000 each be paid from the Settlement Fund to the Class Representatives for their service as representatives on behalf of the whole Class.

OBJECTING TO THE SETTLEMENT 22. How do I tell the Court if I do not like the Settlement? If you are a member of the OTC Class, you can object to the Settlement if you don’t like some part of it. To object, you must submit a letter or other written document that includes the following:

19. If I exclude myself, can I still get a payment from this Settlement?


• Your name, address, and telephone number; • A statement saying that you object to the Settlement in In re LIBOR-Based Financial Instruments

Antitrust Litigation, MDL No. 2262; • Whether you plan to appear at the Fairness Hearing (see Question 25); • Proof of membership in the Class, including documentation evidencing the purchase of a U.S. Dollar

LIBOR-Based Instrument during the Class Period (August 2007 and May 2010); • The specific reasons you object to the Settlement, along with any supporting materials or documents

that you want the Court to consider; and • Your signature.

The objection must be mailed to the three addresses listed below with a postmark no later than October 9, 2017. Note: You may mail it to the Court, but it must be received by the Court and filed by that date.

COURT OTC CLASS COUNSEL BARCLAYS’ COUNSEL Hon. Naomi Reice Buchwald Daniel Patrick Moynihan United States Courthouse 500 Pearl St. New York, NY 10007

William C. Carmody Susman Godfrey LLP 1301 Avenue of the Americas, 32nd Floor New York, NY 10019

Matthew Porpora Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004

If your objection is not postmarked by the deadline and does not include the information listed above, it will not be valid. 23. What is the difference between objecting and asking to be excluded? Objecting is simply telling the Court that you don’t like something about the Settlement. You can object only if you don’t exclude yourself from the Class. Excluding yourself is telling the Court that you don’t want to be part of the Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.

THE FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the Settlement and any requests for fees and expenses. You may attend and you may ask to speak, but you do not have to. 24. When and where will the Court decide whether to approve the Settlement? The Court will hold a Fairness Hearing at 10:30 a.m. on October 23, 2017, at the Daniel Patrick Moynihan United States Courthouse, Southern District of New York, 500 Pearl St., New York, NY 10007, Courtroom 21A. The hearing may be moved to a different location or time without additional notice, so it is a good idea to check www.BarclaysLiborSettlement.com or call 1-888-568-7640. At this hearing, the Court will consider whether the Settlement, Plan of Allocation, and any proposed fees and expenses are fair, reasonable, and adequate. If there are objections, the Court will consider them and will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay Class Counsel. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take.


25. Do I have to attend the hearing? No. Class Counsel will answer questions the Court may have. But, you or your own lawyer are welcome to attend at your expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also have your own lawyer attend, but it is not necessary. 26. May I speak at the hearing? You may ask the Court for permission to speak at the Fairness Hearing. To speak at the Fairness Hearing, you must send a letter or other written document saying that the letter or document is your “Notice of Intention to Appear” in In re LIBOR-Based Financial Instruments Antitrust Litigation, MDL No. 2262. Be sure to include your name, address, telephone number, and your signature. You must send your “Notice of Intention to Appear” to the addresses listed in Question 22, so it is postmarked no later than October 9, 2017.

GETTING MORE INFORMATION 27. How do I get more information? This notice summarizes the proposed Settlement. More details are in the Settlement Agreement. You can get a copy of the Settlement Agreement at www.BarclaysLiborSettlement.com. You also may write with questions to U.S. Dollar LIBOR, P.O. Box 2602, Faribault, MN 55021-9602, or email [email protected], or call the toll-free number, 1-888-568-7640. You can also get a Proof of Claim at the website or by calling the toll-free number, 1-888-568-7640.

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

In re LIBOR-Based Financial Instruments Antitrust Litigation

MDL No. 11-MD-2262 (NRB)THIS DOCUMENT RELATES TO:OTC ACTION

PROOF OF CLAIMFOR THE OTC PLAINTIFFS SETTLEMENT WITH BARCLAYS

I. GENERAL INSTRUCTIONS

1. To recover as an Authorized Claimant based on your claim in the action entitled In re LIBOR-Based Financial Instruments Antitrust Litigation, MDL No. 2262 (NRB), pending in the United States District Court for the Southern District of New York, involving plaintiffs who entered into over-the-counter financial derivative and non-derivative instruments directly with Defendants (the “OTC Action”), you must complete a Proof of Claim form. If you fail to submit a properly completed and addressed Proof of Claim form, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the Barclays Settlement of the OTC Action.

2. Submission of this Proof of Claim form, however, does not assure that you will share in the Net Settlement Fund.

3. You have two options for completing a Proof of Claim form:

a. You can mail your completed and signed Proof of Claim form postmarked no later than December 21, 2017, to:

U.S. Dollar LIBOR SettlementP.O. Box 2602

Faribault, MN 55021-9602

b. You can complete and submit the Proof of Claim form through the Settlement website by visiting www.BarclaysLiborSettlement.com. Upon completion of the online Proof of Claim form, you will receive an acknowledgment that your Proof of Claim has been submitted. If you choose this option and file a Proof of Claim electronically, you must file on or before December 21, 2017.

4. If you are NOT an OTC Class Member (as defined in the Notice), DO NOT submit a Proof of Claim form.

5. If you are an OTC Class Member and have not requested exclusion, you will be bound by the terms of the Settlement and any judgment entered in the OTC Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM FORM.

II. DEFINITIONS

Capitalized terms not defined in this Proof of Claim have the same meaning as defined in the following Settlement Agreement with Barclays Bank plc (“Barclays”), dated November 11, 2015. (The Settlement Agreement, in its entirety, is available at www.BarclaysLiborSettlement.com.)

III. CLAIMANT IDENTIFICATION

1. If you purchased or otherwise acquired U.S. Dollar LIBOR-Based Instruments and held them in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased the U.S. Dollar LIBOR-Based Instruments but they were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.

2. Use Part I of this form entitled “Claimant Identification” to identify the purchaser of record (“nominee”), if different from the beneficial purchaser of U.S. Dollar LIBOR-Based Instruments which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS OF THE SECURITIES UPON WHICH THIS CLAIM IS BASED.

NOTE: A single Proof of Claim should be submitted on behalf of one legal entity including all transactions made by that entity, no matter how many separate accounts that entity has.

IV. CLAIM FORM

1. Use Part II of this form entitled “Schedule of U.S. Dollar LIBOR-Based Instruments” to supply all required details of your transaction(s). If you need more space, photocopy or attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of your purchases or other acquisitions of U.S. Dollar LIBOR-Based Instruments which were held at any time from August 1, 2007 through May 31, 2010, inclusive. Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list.

4. You must supply the name of the counterparty for each transaction you list in Part II. To qualify for a claim, you must have purchased at least one U.S. Dollar LIBOR-Based Instrument in the United States directly from a Defendant (or a Defendant’s subsidiary or affiliate), and owned that instrument any time during the period August 2007 through May 2010 (the “Class Period”). The Defendants in the OTC action are:• Credit Suisse Group AG; Credit Suisse International; Credit Suisse (USA) Inc. (together, “Credit Suisse”);• Bank of America Corporation and Bank of America, N.A, (together, “Bank of America”);• JPMorgan Chase & Co. and JPMorgan Chase Bank, NA (together, “JPMorgan Chase”);• HSBC Holdings PLC and HSBC Bank PLC (together, “HSBC”);*• Barclays Bank plc;• Lloyds Banking Group PLC (“Lloyds);• WestLB AG and Westdeutsche Ummobilienbank AG (together “WestLB”);• UBS AG (“UBS”);• The Royal Bank of Scotland Group PLC (“RBS”);• Citizens Bank of Massachusetts a/k/a RBS Citizens Bank N.A. (“Citizens Bank”);• Deutsche Bank AG (“Deutsche Bank”);• Citibank NA and Citigroup Inc. (together, “Citibank”); • Coöperatieve Central Raiffeisen Boerenleenbank B.A. (“Rabobank”);• The Norinchukin Bank (“Norinchukin”); • The Bank of Tokyo-Mitsubishi UFJ, Ltd (“Bank of Tokyo”);• HBOS PLC (“HBOS”);• Société Générale S.A.; and• Royal Bank of Canada (“RBC”).

5. Documentation to support your transactions in U.S. Dollar LIBOR-Based Instruments is NOT required at this time, however, the Claims Administrator may ask you to provide documentation to substantiate your transactions during auditing.

6. NOTICE TO INSTITUTIONAL FILERS: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Claim Form whether or not they also submit electronic copies. If you wish to file your claim electronically, you must call the Claims Administrator toll-free at 1 (888) 568-7640, send an e-mail to [email protected], or visit the website for the Settlement at www.BarclaysLiborSettlement.com to obtain the required file layout.

7. A Proof of Claim received by the Claims Administrator shall be deemed to have been submitted when posted, if mailed by December 21, 2017 and if a postmark is indicated on the envelope and it is mailed first class, and addressed in accordance with the above instructions. In all other cases, a Proof of Claim shall be deemed to have been submitted when actually received by the Claims Administrator.

8. You should be aware that it will take a significant amount of time to process fully all of the Proofs of Claim and to administer the Settlements. This work will be completed as promptly as time permits, given the need to investigate and tabulate each Proof of Claim. Please notify the Claims Administrator of any change of address.

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. - THANK YOU FOR YOUR PATIENCE.

Instructions – Page 2

FO R O FFI C I A L US E O N LY

01

*5095* *CF*

Page 1 of 6

*RUST*

Number and Street or P.O. Box

City State Zip Code

Foreign Province and Postal Code Foreign Country

Telephone Number (Day) Telephone Number (Evening)

Email Address Account Number

Taxpayer Identification No.

*0123456789*

MUST BE POSTMARKEDON OR BEFORE

DECEMBER 21, 2017

PART I: CLAIMANT IDENTIFICATION - Please type or print.

A. Complete the following Section.

Entity Name/Beneficial Owner

Name of Representative submitting the Claim Form Title/Capacity

In re LIBOR-Based Financial Instruments Antitrust Lit.

11-MD-2262 (NRB)

PROOF OF CLAIM AND RELEASE

Use Blue or Black Ink Only

B. Account/Mailing Information:

Page 2 of 6

*0123456789*PART II: SCHEDULE OF U.S. DOLLAR LIBOR-BASED INSTRUMENTS

DOCUMENTATION TO SUPPORT YOUR TRANSACTIONS IN U.S. DOLLAR LIBOR-BASED INSTRUMENTS IS NOT REQUIRED AT THIS TIME, HOWEVER, THE CLAIMS ADMINISTRATOR MAY ASK YOU TO PROVIDE DOCUMENTATION TO SUBSTANTIATE

YOUR TRANSACTIONS DURING AUDITING.

INSTRUCTIONS: List all U.S. Dollar LIBOR-Based Instruments you purchased in the United States directly from a Defendant (or a Defendant’s subsidiary or affiliate), and which you owned any time during the period August 2007 through May 2010 (Class Period). You should only list the information for the leg of the swap (or bond) where you received LIBOR-based payments from a Defendant during the Class Period. The Settlement does not include U.S. Dollar LIBOR-based instruments that include only a term, provision, or obligation or right to pay interest based on the U.S. Dollar LIBOR rate, such as business, home, student, or car loans, or credit cards. If you have an instrument for which you cannot fit the terms in the space below, attach the instrument separately and describe the terms of the LIBOR-based payments on a separate page. If you do not know every term for a transaction, fill in the form with as many fields for which you know the answer – the Claims Administrator will attempt to fill in any blanks, but may reject the claim if it is unable to.

An example for how to fill out the form for a plain-vanilla swap is:

DefendantPaying LIBOR

Effective Date(Month/Day/Year)

Maturity/Cancellation Date(Month/Day/Year)

Tenor and Currency of

LIBOR NotionalAmount

Frequencyof LIBOR

Payment Periods Non-Standard

Terms

UBS AG

9/10/06

9/10/21

3-Month USD LIBOR

$20 Million

Quarterly

Actual/360N146950N

Page 3 of 6


A. SWAPS AND FORWARD RATE AGREEMENTS

(Interest Rate Swaps, Amortizing Swaps, Basis Swaps, Asset Swaps, Inflation Swaps, Total Return Swaps, Currency Swaps)1

DefendantPaying LIBOR

Effective Date(Month/Day/Year)

Maturity/Cancellation Date2

(Month/Day/Year)


LIBOR3 NotionalAmount

Frequencyof LIBOR

Payment Periods Non-Standard

Terms4

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE.

1 For each swap, only complete this chart for the leg of the swap where you received LIBOR-based payments from a Defendant, with the exception of basis swaps (see below). For amortizing swaps, you must list initial notional amount and provide a schedule of the amortization, reflecting the notional amount for each payment period. For forward rate swaps, list the LIBOR payment date in the Start date, and leave “End date” and “Frequency” fields blank. For basis swaps, where both legs are tied to LIBOR, list the terms of both legs of the swap in consecutive lines, indicating for which one you are paying and receiving LIBOR-based payments. For forward rate agreement, list the LIBOR payment date in the Start date, and leave “End date” and “Frequency” fields blank. Further definitions for each of these instruments can be found in the Notice, available on the website.2 If the transaction was cancelled before the maturity date, list the cancellation date not the maturity date.3 If any multiplier is applied to the LIBOR-based payments (e.g., 66% of 3-month LIBOR), or spread (e.g., 8 basis points added to 3-month LIBOR), include that in this column.4 The following standard terms will be used unless otherwise indicated here. The standard “Accrual Convention” (which measures the length of the accrual period) is actual/360 (meaning the actual number of days in the interest accrual period is divided by 360 to calculate payments). The standard “lookback days” (which is the gap between LIBOR fixing date and rate effective date) is 2 days. The standard date convention is modified following, and the standard holiday calendar is New York and London. The standard compounding is flat.

Page 4 of 6


B. BONDS AND FLOATING RATE NOTES

DefendantPaying LIBOR5

Issue/Purchase Date6

(Month/Day/Year)

Maturity/Call/Sale Date7

(Month/Day/Year)


LIBOR8

Frequencyof LIBORPayment Periods

Amount (in $) ISIN/CUSIP

Non-Standard Terms9

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE.

5 If you purchased the instrument from a non-panel bank, indicate the name of the seller as well as the defendant paying LIBOR.6 If you purchased the instrument after it issued, please enter both the issue date and purchase date.7 If you sold the instrument or it was called before it matured, use the earlier of the maturity, call and sale date.8 If any multiplier is applied to the LIBOR-based payments (e.g., 66% of 3-month LIBOR), or spread (e.g., 8 basis points added to 3-month LIBOR), include that in this column.9 The following standard terms will be used unless otherwise indicated here. The standard “Accrual Convention” (which measures the length of the accrual period) is actual/360 (meaning the actual number of days in the interest accrual period is divided by 360 to calculate payments). The standard “lookback days” (which is the gap between LIBOR fixing date and rate effective date) is 2 days. The standard date convention is modified following, and the standard holiday calendar is New York and London. The standard compounding is flat.

Page 5 of 6

PART III: SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim form under the terms of the Distribution Plan of Net Settlement Fund described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of New York (the “Court”), with respect to my (our) claim as a Class Member and for purposes of enforcing the releases set forth herein. I (We) further acknowledge that I (we) will be bound by the terms of any judgment entered in connection with the Settlement in the Action, including the releases set forth therein. I (We) agree to furnish additional information to the Settlement Administrator to support this claim, such as additional documentation for transactions in U.S. Dollar LIBOR-Based Instruments, if required to do so. I (We) have not submitted any other claim covering the same holdings of U.S. Dollar LIBOR-Based Instruments during the Class Period and know of no other person having done so on my (our) behalf.

PART IV. RELEASES AND WARRANTIES

1. I (We) hereby acknowledge that we have read and agree to the terms of the Releases set forth in the Settlement.

2. I (We) hereby warrant and represent that I am (we are) a Class Member as defined in the Notices, that I am (we are) not one of the “Released Parties” as defined in the Settlement, and that I (we) believe I am (we are) eligible to receive a distribution from the Net Settlement Fund under the terms and conditions of the Distribution Plan.

3. I (WE) UNDERSTAND AND INTEND THAT THE SIGNATURE BELOW REGARDING CERTAIN INFORMATION FOR THE INTERNAL REVENUE SERVICE CONCERNING BACKUP WITHHOLDING ALSO SERVES AS THE SIGNATURE VERIFYING THE INFORMATION AND REPRESENTATIONS IN THIS PROOF OF CLAIM.

4. This release shall be of no force or effect unless and until the Court approves the Settlements and it becomes effective on the Effective Date.

5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

PART V. CERTIFICATION

Enter TIN on the appropriate line.

• For sole proprietors, you must show your individual name, but you may also enter your business or “doing business as” name. You may enter either your SSN or your Employer Identification Number (“EIN”).

• For other entities, it is your EIN.

Social Security No. (for individuals) or Employer Identification Number

If you are exempt from backup withholding, enter your current TIN above and write “exempt” on the following line:

.

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

1. The number shown on this form is my current TIN; and

2. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above.

*0123456789*

Page 6 of 6

The Internal Revenue Service does not require your consent to any provision other than the certification required to avoid backup withholding.

I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing information supplied on this Proof of Claim by the undersigned is true and correct.

Executed this day of , 20 in , .(City) (State/Country)

Signature of Claimant Type or print name of Claimant

Signature of Joint Claimant Type or print name of Joint Claimant

Signature of person signing on behalf of Claimant Type or print name of person signing on behalf of Claimant

Capacity of person signing on behalf of Claimant

Reminder Checklist:1. Please sign the above release and declaration.

2. If this Proof of Claim and Release form is being made on behalf of Joint Claimants, then both must sign.

3. DO NOT USE HIGHLIGHTER ON THE PROOF OF CLAIM FORM.

4. Keep a copy of your Proof of Claim form and all documentation submitted for your records.

5. If you move after submitting this Proof of Claim, please send your new address to the Claims Administrator at the address below:

U.S. Dollar LIBOR SettlementP.O. Box 2602

Faribault, MN 55021-9602

Email: [email protected]

*0123456789*

US DOLLAR LIBOR SETTLEMENTPO BOX 2602FARIBAULT MN 55021-9602

IMPORTANT LEGAL MATERIALS

*CLMNT_IDNO* - UAA - <<SequenceNo>>

<<Name1>><<Name2>><<Name3>><<Name4>><<Address1>><<Address2>><<City>> <<State>> <<Zip10>><<CountryName>>

EXHIBIT B

U.S. Dollar LIBOR Settlement P.O. Box 2602 Faribault, MN 55021-9602

Court-Ordered Legal Notice

*clmnt_idno* - UAP <<SequenceNo>>

<<Name1>><<Name2>><<Name3>><<Name4>><<Address1>><<Address2>><<City>> <<State>> <<Zip10>><<CountryName>>

PRESORTED

FIRST-CLASS MAIL

U.S. POSTAGE

Reminder Notice About U.S. Dollar LIBOR

Settlement with Barclays

This notice is only a summary.

For detailed information: 1-888-568-7640

www.BarclaysLiborSettlement.com

If You Owned a U.S. Dollar LIBOR-Based Instrument Between August 2007 and May 2010You May Be Eligible for a Payment from a $120 Million Settlement

You previously should have received a notice about a Settlement with Barclays that impacts individuals and institutions that entered into over-the-counter financial derivative and non-derivative instruments directly with Barclays or a Non-Settling Defendant that received payments tied to U.S. Dollar LIBOR.

This notice is to remind you of upcoming deadlines and to inform you about a change to the formula for calculating claims in the proposed Plan of Distribution, which is available in the Amended Plan of Distribution at www.BarclaysLiborSettlement.com. The distribution of funds from the Settlement will be made pursuant to a Plan of Distribution. The Court will consider any objections to the proposed Plan of Distribution at the October 23, 2017 hearing. Please continue to check the Settlement website for any further changes.

Important Dates

Submit a Claim Postmarked no later than December 21, 2017

Object or Ask to be Excluded Postmarked no later than October 9, 2017

Go to a Hearing October 23, 2017 at 10:30 A.M.Daniel Patrick Moynihan United States CourthouseSouthern District of New York, 500 Pearl St.New York, NY 10007, Courtroom 21A

Exhibit 3

1

KENNETH R. FEINBERG, ESQ. The Law Offices of Kenneth R. Feinberg, PC

Kenneth R. Feinberg is one of the nation’s leading experts in mediation and alternative dispute resolution. He has administered numerous high-profile compensation programs, having served as Special Master of the September 11th Victim Compensation Fund, TARP Executive Compensation, and the Agent Orange Victim Compensation Program. Mr. Feinberg was recently appointed as Special Master by the Secretary of the Treasury in order to oversee the Department of Treasury’s review of applications proposing to reduce pension benefits in connection with the Kline-Miller Multiemployer Pension Reform Act. Since 2014, he has also served as the Administrator of the GM Ignition Compensation Claims Resolution Facility. In 2013, Mr. Feinberg served as Administrator of the One Fund Boston Victim Relief Fund, designing and implementing a claims program for the distribution of over $60 million in corporate and private donations to the victims of the April 2013 Boston Marathon bombings. Mr. Feinberg has also served in a pro bono capacity as Advisor for the Newtown-Sandy Hook Victim Compensation Fund, Administrator of the Aurora Victim Relief Fund following the Colorado movie theater shooting in 2012, and Administrator of the Hokie Spirit Memorial Fund following the shootings at Virginia Tech University in 2007. Mr. Feinberg was appointed by the Obama Administration and BP in 2010 to serve as Administrator of the Gulf Coast Claims Facility to compensate victims of the BP Deepwater Horizon oil spill in the Gulf of Mexico. Secretary of the Treasury Timothy Geithner appointed Mr. Feinberg to serve as Special Master for the Troubled Asset Relief Program (“TARP”) Executive Compensation in 2009 in order to make determinations regarding the compensation structures of certain employees of TARP recipients who had received exceptional financial assistance. During this time, Mr. Feinberg also served as Court appointed Fee Examiner of the Lehman Brothers bankruptcy, examining and instituting caps on fees and expenses charged by professionals retained during the bankruptcy process. In 2008, Mr. Feinberg designed, implemented and administered Alternative Dispute Resolution Programs for Liberty Mutual Insurance Company and Zurich Insurance Company for resolving insurance claims arising from Hurricanes Katrina, Gustav, Ike and other hurricanes in the Gulf region. Mr. Feinberg was appointed in June of 2007 as the Distribution Agent In Re: United States Securities and Exchange Commission v. American International Group, Inc., responsible for the design and implementation of a Plan for the distribution of a fund of $800 million to eligible claimants. He has also served as Fund Administrator in other prominent settlements including: In Re: United States of America v. Computer Associates International, Inc. (responsible for the design and implementation of a restitution fund of $275 million); In Re: International Air Transportation Surcharge Antitrust Litigation (responsible for the design and administration of a $200 million fund in both the United States and England); In Re: Zyprexa Product Liability Litigation (a $700 million settlement fund); In Re: Latino Officers Association City of New York v The City of New York (a $17 million settlement fund). In November 2001, Attorney General John Ashcroft appointed Mr. Feinberg to serve as Special Master of the September 11th Victim Compensation Fund. In this capacity, Mr. Feinberg developed and promulgated the Regulations governing the Fund’s administration and oversaw the evaluation of applications, determination of appropriate compensation, and dissemination of awards totaling $7 billion. Mr. Feinberg received his B.A. cum laude from the University of Massachusetts in 1967 and his J.D. from New York University School of Law in 1970, where he was Articles Editor of the Law Review. He was a

2

Law Clerk for Chief Judge Stanley H. Fuld, New York State Court of Appeals from 1970 to 1972; Assistant United States Attorney, Southern District of New York from 1972 to 1975; Special Counsel, United States Senate Committee on the Judiciary from 1975 to 1978; Chief of Staff to Senator Edward M. Kennedy from 1978 to 1980; Partner at Kaye, Scholer, Fierman, Hays & Handler from 1980 to 1993; and founded The Feinberg Group, LLP in 1993. MEDIATION Special Settlement Master, In re: Andrew Herman. et al. v. Westinghouse Electric Corporation (employment discrimination class action). Special Settlement Master, In re: AAgent Orange” Product Liability Litigation. Special Settlement Master, County of Suffolk et al. v. Long Island Lighting Co. et al. (Shoreham Nuclear Facility class action RICO litigation). Special Settlement Master, In re: Eagle-Picher Industries Inc. (national asbestos personal injury/wrongful death class action). Special Settlement Master, In re: Joint Eastern and Southern District Asbestos Litigation (federal and state asbestos personal injury/wrongful death litigation arising out of exposures at the Brooklyn Navy Yard). Special Settlement Master, In re: Asbestos Personal Injury Litigation (asbestos personal injury/wrongful death litigation pending in the Maryland State courts). Special Settlement Master, In re: Joint Eastern and Southern District Asbestos Litigation (federal asbestos personal injury/wrongful death litigation arising out of exposures at various New York utilities). Special Settlement Master/Referee, In re: DES Cases (federal and state personal injury/wrongful death DES litigation). Trustee, In re: A.H. Robins Co. (Dalkon Shield Claimants’ Trust). Mediator, FRT Plywood Mediation (fire retardant plywood litigation involving allegations of defective roofs in approximately 250,000 homes). Mediator in hundreds of matters involving allegations of antitrust violations, breach of contract, civil RICO violations, civil fraud and product liability; mediator in various commercial and insurance coverage disputes. Member, National Panel, Center for Public Resources (one of 64 individuals selected nationally by the CPR to mediate and/or engage in other forms of alternative dispute resolution). Arbitrator, American Arbitration Association. Arbitrator, Marine Spill Response Corporation. Former Vice-Chair, Committee on Alternative Dispute Resolution, American Bar Association. LAW

3

Managing Partner, Feinberg Rozen, LLP (2009 – present). Founder, The Feinberg Group, LLP, Washington, D.C. (1993-2009). Partner, Kaye, Scholer, Fierman, Hays & Handler, Washington, D.C. (1980-1993). Steven and Maureen Klinsky Lecturer on Law, Harvard University Law School, Cambridge, Mass. (2015-present) Adjunt Professor of Law, Harvard University Law School, Cambridge, Mass. (2008-2015) Adjunct Professor of Law, Georgetown University Law Center, Washington, D.C. (1979-Present). Adjunct Professor of Law, University of Pennsylvania Law School, Philadelphia, PA (1998-2005). Adjunct Professor of Law, New York University School of Law, New York, NY (2000-Present). Adjunct Professor of Law, Columbia University Law School (2002-2006). Adjunct Professor of Law, University of Virginia Law School, Charlottesville, VA (Current Semester 2000). Adjunct Professor of Law, The Graduate School of Political Management, New York, New York. (1988-1990). Visiting Lecturer, University of California, Los Angeles, Los Angeles, California (2007). Visiting Lecturer, Vanderbilt University, Nashville, Tennessee (2008). Visiting Lecturer, Duke University, Durham, North Carolina (2008). Visiting Lecturer, New York Law School, New York, New York (2008). Administrative Assistant, Senator Edward M. Kennedy, Washington, D.C. (1978-1980). Special Counsel, United States Senate Committee on the Judiciary, Washington, D.C. (1977-1978). General Counsel, Subcommittee on Administrative Practice and Procedure, United States Senate Committee on the Judiciary, Washington, D.C. (1975-1977). Assistant United States Attorney, Southern District of New York (1972-1975). COMMISSIONS General Counsel, James Madison Memorial Fellowship Foundation. (Public Law No. 99-591 (1986) and, as amended, Public Law No. 101-208 (1989). Member, Presidential Advisory Committee on Human Radiation Experiments (1994-1998). Member, Presidential Commission on Catastrophic Nuclear Accidents. (1989-1990). Member, Carnegie Commission Task Force on Science and Technology in Judicial and Regulatory Decisionmaking. (1989-Present). Member, American Bar Association Special Committee on Mass Torts. (1988-1989).

4

Special Consultant, United States Sentencing Commission. (1984-1987); Chairman, New York State Committee on Sentencing Reform. (1985-1987). EDUCATION J.D. (Cum Laude), New York University School of Law (1970) (New York University Law Review; Butler Prize for “Unusual distinction in scholarship, character and professional activities;” Newman Prize for Ameritorious achievement in the area of public law.”) B.A. (Cum Laude), University of Massachusetts (1967) (Class commencement address) Law Clerk, Chief Judge Stanley H. Fuld, New York State Court of Appeals. (1970-1972) HONORS AND AWARDS Listed in “The 100 Most Influential Lawyers in America,” The National Law Journal (March 25, 2013). Honorary Doctorate, Curry College, Milton, May 2013. Honorary Doctor of Humane Letters, Salem State University, 2012. Honorary Doctor of Laws, Saint Francis College, May, 2011. Honorary Doctor of Laws, Suffolk University, May, 2010. Designated “Lawyer of the Year” by the National Law Journal (December, 2004). Listed in “Profiles in Power: The 100 Most Influential Lawyers in America” (National Law Journal, May 2, 1988; March 25, 1991; April 4, 1994; June 12, 2000; June 19, 2006). Listed in “The Next Establishment: Twenty-Seven Future Leaders of America’s Major Firms” (The American Lawyer, March, 1986). Listed in “125 Alumni to Watch,” University of Massachusetts (October 15, 1988). Charles A. Fahy Annual Award for Best Adjunct Professor of Law, Georgetown University Law Center (1988-1989). BAR AND PROFESSIONAL AFFILIATIONS New York 1971 District of Columbia 1977 Massachusetts 1980 Southern District of New York 1973 Northern District of New York 1991 Federal District Court of the District of Columbia 1981 Federal District Court for the District of Massachusetts 1981

5

United States Court of Appeals for the Second Circuit 1972 Bar Association of the City of New York 1972 Bar Association of the District of Columbia 1977 Massachusetts Bar Association 1980 American Bar Association Ad Hoc Committee on Tort Law Reform (Chairman, Subcommittee on Statutory Compensation Systems). Advisory Board, Center for Research in Crime and Justice of the New York University School of Law (1984) Member of Board of Directors, Lawyers Committee for Human Rights, New York (1990). Member of Board of Directors, National Organization for Victim Assistance, Washington, D.C. (1991) Chairman of the Board of the RAND Institute for Civil Justice, Washington, D.C. (2009) President of the Washington National Opera, Washington, D.C. (2007 – 2011) Member, Board of Overseers, RAND Institute for Civil Justice, Washington, D.C. (2010- present) Vice-Chairman of Human Rights First, New York, NY. (2007 - Present) Member of the Board of Trustees, The Bazelon Center for Mental Health Law, Washington, D.C. (1996 - Present) Founding Chairman, RAND Center for Catastrophic Risk Management and Compensation (2012 – present) PUBLICATIONS

1. Books Who Gets What? Fair Compensation After Tragedy and Financial Upheaval (Public Affairs Press, 2012). What is Life Worth? The Unprecedented Effort to Compensate the Victims of 9/11 (Public Affairs Press, 2005). 2. Law Review Articles “Unconventional Responses to Unique Catastrophes: Tailoring the Law to Meet the Challenges,” The Thomas M. Cooley Law School, Law Review, Vol. 30, No. 3 (Hilary Term 2013) “BP Exploration & Production Inc., et al.” Supreme Court of the United States, On Petition for a Writ of Certiorari to the United States Court of Appeals, for the Fifth Circuit, No. 14-123 (2014) “Unconventional Responses to Unique Catastrophes: Tailoring the Law to Meet the Challenges,” Chapman Law Review, Chapman Dialogue Series, Vol. 17, No. 2 (Spring 2014) “Is the Class Half-Empty or Half-Full?,” Loyola University Chicago Law Journal, Vol. 44, No. 2 (Winter 2012)

6

“Democratization of Mass Litigation: Empowering the Beneficiaries,” “The Democratization of Mass Litigation?” Columbia Journal of Law and Social Problems, Symposium, Vol. 45, No. 4, 481-498 (Summer 2012) “Unconventional Responses to Unique Catastrophes,” Akron L. Rev. Vol. 45, No. 3, 575-582 (2012) “The September 11th Victim Compensation Fund of 2001: Policy and Precedent,” New York Law School L. Rev. Vol. 56, 1115 (2011/12) “Symposium on Executive Compensation,” Keynote Address, 64, No.2 Vanderbilt L. Rev. 349 (2011) “Reexamining the Arguments in Owen M. Fiss, Against Settlement,” 78 Fordham L. Rev. 3 (2009) “Keynote Presentation: The Sixth John A. Speziale Alternative Dispute Resolution Symposium,” 27 No. 3 Quinnipiac University School of Law L. Rev. 779 (2009) “Compensating Victims of Disaster: The United States Experience,” 79 Papers on Parliament No. 49, Constitutional Politics and Other Lectures in the Senate Occasional Lecture Series (2008) “Tributes to Justice Stephen G. Breyer,” 64 N.Y.U. Annual Survey of American Law 1 (2008).

“How Can ADR Alleviate Long-Standing Social Problems? 34 Fordham Urban L.J., 785 (2007). “Response to Robert L. Rabin,” 106 Columbia L. Rev. 2 (2006). “A Special Issue Dedicated to Judge Jack B. Weinstein,” 97 Columbia L. Rev. 7 (1997). “Response to Deborah Hensler, A Glass Half Full. A Glass Half Empty: The Use of Alternative Dispute Resolution in Mass Personal Injury Litigation,” 73 Tex. L. Rev. 1647 (1995). “Civil Litigation in the Twenty-First Century: A Panel Discussion,” 59 Brooklyn L. Rev. 3 (1994). “Federal Criminal Sentencing Reform: Congress and the United States Sentencing Commission,” 28 Wake Forest L. Rev. 291 (1993). “Using Mediation to Resolve Construction Disputes,” in Cushman, Hedemann and Tucker, Alternative Dispute Resolution in the Construction Industry, ' 7.20 et seq. (John Wiley & Sons 1991). “The Federal Law of Bribery and Extortion: Expanding Liability,” in Obermaier and Morvillo, White Collar Crime: Business and Regulatory Offenses, ' 3.01 et seq. (Law Journal Seminars - Press 1990). “The Dalkon Shield Claimants Trust,” 53 Law and Contemporary Problems 79 (1990). “The Federal Sentencing Guidelines: A Dialogue,” 26 Crim. L. Bull. 5 (1990) (co-authored with Judge Stephen G. Breyer).

7

“Mediation -- A Preferred Method of Dispute Resolution,” 16 Pepperdine L. Rev. 5 (1989). “The Toxic Tort Litigation Crisis: Conceptual Problems and Proposed Solutions,” 24 Houston L. Rev. 155 (1987). “The Separation of Powers Issue in the Independent Counsel Debate,” 25 Amer. Crim. L. Rev. 171 (1987). “The Role of the Courts in Risk Management,” 16 Environmental L. Reptr. (1986). “Attorneys’ Fees in the Agent Orange Litigation: Modifying the Lodestar Analysis for Mass Tort Cases,” 14 N.Y.U. Rev, of Law & Social Change 613 (1986) (co-authored with John S. Gomperts). “The Comprehensive Crime Control Act of 1984 -- The Insanity Defense, Commitment Procedures, Victim Assistance, and Witness Protection,” 5 Legal Notes & Viewpoints 34 (August, 1985). “Introduction: Symposium on the Crime Control Act of 1984,” 22 Amer. Crim. L. Rev. xi (1985). “Selective Incapacitation and the Effort to Improve the Fairness of Existing Sentencing Practices,” 12 N.Y.U. Rev, of Law & Social Change 53 (1984). “Legislative Options: Recent Developments in Tort Law Reform,” 39 Bus. Lawyer 209, 216 (1983). “Foreword to the White-Collar Crime Symposium,” 21 Amer. Crim. L. Rev. vii (1983). “Sentencing Reform and the Proposed Federal Criminal Code,” 5 Hamline L. Rev. 217 (1982). “Extraterritorial Jurisdiction and the Proposed Federal Criminal Code,” 72 J. of Crim. Law and Criminology 385 (1981). “Economic Coercion and Economic Sanctions: Extraterritorial Enforcement of the Federal Antitrust Laws,” 30 Amer. Univ. L. Rev. 323 (1981). “Toward a New Approach to Proving Culpability: Mens Rea and the Proposed Federal Criminal Code,” 18 Amer. Crim. L. Rev. 123 (Summer 1980). 3. Essays “The Myth of Moral Justice In-Print Symposium: A Brief Response,” 4 Cardozo Public Law, Policy, and Ethics Journal 1 (2006). “The September 11th Victim Compensation Fund,” 32 ABA Litigation 2 (Winter 2006). “The Federal Guidelines and the Underlying Purposes of Sentencing,” Federal Sentencing Reporter at 326-327 (May/June 1991). “Do Mass Torts Belong in the Courtroom?”, 74 Judicature 237 (February, 1991). “In the Shadow of Fernald: Who Should Pay the Victims?”, 8 The Brookings Rev. 41 (1990).

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“Settling a Mass Tort with a Claimants Trust,” 9 Product Liability Law and Strategy 1 (October, 1990). “How to Use Bankruptcy to Settle Mass Torts,” 9 Product Liability Law and Strategy 8 (November, 1990). “Drug Enforcement: Criminal Division,” in America’s Transition Blueprints for the 1990s 440 (M. Green & M. Pinsky, eds.) (1989). Editor, Violent Crime in America (National Policy Exchange, 1983). “Why NIJ should be Kept Within the Justice Department,” 62 Judicature 306 (1979). 4. Newspaper Articles & Periodicals “The Power 100: The 100 Most Powerful People in Finance,” Worth: The Evolution of Financial Intelligence, p. 76 (Vol. 19, Edition 05; 2010). “9/11 Fund: Once was Enough,” The Washington Post, op-ed, p. A17 (September 11, 2008). “Radiation and Responsibility,” The Washington Post, p. A23 (October 9, 1995). “Truth and Fairness in Sentencing,” N.Y. Times A31 (April 24, 1987). “Whatever Gramm-Rudman is, it is not Material for the Courts,” 99 Los Angeles Daily J. 4 (1986). “Gramm-Rudman is Not Court Material,” N.Y. Times p. A31 (March 11, 1986). “Comprehensive Crime Control Act of 1984 - New Approaches to Federal Criminal Law,” (Part 1) N.Y. Law Journal 1 (1985). “The New Federal Reforms for Sentencing Criminals,” (Part 2) N.Y. Law Journal 1 (1985). “Crime Control Act of 1984 - Changes in Substantive Law,” (Part 3) N.Y. Law Journal 1 (1985). “Crime Control Act of 1984 - Changes in Criminal Procedure,” (Part 4) N.Y. Law Journal 3 (1985). “Crime Control Act of 1984 - Insanity Defense, Commitment, Aid to Victims, Witness Protection,” (Part 5) N.Y. Law Journal 1 (1985). “Get Tough on Criminals: Forget the Death Penalty,” The Washington Post (Outlook) p.1 (May 20, 1984). “Conrail’s Future,” N.Y. Times p. 19 (March 2, 1981). “Biggest Proposed Changes Affect Sentencing and White-Collar Crime,” National Law Journal 22 (1980). “Proposed Code: Order, Consistency Replace Loopholes, Archaic Laws,” National Law Journal 48 (1980).

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“The Federal Criminal Code: Reform Effort Long Overdue: Analysis of Pending Legislation in Congress,” (Part 1) N.Y. Law Journal 1 (1980). “The Federal Criminal Code: Culpability and Jurisdiction: Analysis of Pending Legislation in Congress,” (Part 2) N.Y. Law Journal 1 (1980). “The Proposed Federal Criminal Code,” (Part 3) N.Y. Law Journal 3 (1980). “The Proposed Federal Criminal Code: An Analysis,” N.Y. Law Journal 3 (1980).

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5. Official Documents K. Feinberg, et al., Final Report of The Special Master for the September 11th Victim Compensation Fund of 2001 (Vols. I & II) (www.usdoj.gov/final_report.pdf) “Criminal Code Reform Act of 1979,” Report of the Committee on the Judiciary United States Senate to Accompany S. 1722, Rpt. No. 96-553, 96th Cong. 2d Sess. (1980) . (A primary author of treatise of some 1500 pages analyzing all current federal criminal laws and proposals for modification and change.) “Testimony of Kenneth R. Feinberg, Esq., Special Settlement Master in the Agent Orange Product Liability Litigation Before the Senate Subcommittee on Nuclear Regulation Committee on Environment and Public Works United States Senate,” Reauthorization of the Price-Anderson Act, 99th Cong., 1st Sess. at pp. 151 et seq. (1986). “Testimony of Kenneth R. Feinberg, Former Chairman of the New York State Committee on Sentencing Guidelines before the House Subcommittee on Criminal Justice,” Sentencing Guidelines Hearings Before the Subcommittee on Criminal Justice of the Committee on the Judiciary House of Representatives, 100th Cong. (1987). “Testimony of Kenneth R. Feinberg, Court-Appointed Special Master, Agent Orange Litigation, before the Senate Veterans Affairs Committee,” Oversight of the Operations of the Bureau of Veterans Affairs, Sen. Hearing 100-996, 100th Cong., 2d Sess. at pp. 33-39; 166-172 (1988). “Testimony of Kenneth R. Feinberg, Former Special Master of the Federal September 11th Victim Compensation Fund of 2001, before the House Subcommittee on the Constitution, Civil Liberties and the House Subcommittee on Immigration, Citizenship, Refugees, Border Security, and International Law,” H.R. 847, the “James Zadroga 9/11 Health and Compensation Act of 2009, U.S. House of Representatives, Committee on the Judiciary, Congressional Hearing, 111th Cong., pp. 1-80, (2009). “Testimony of Kenneth R. Feinberg, Former Special Master for TARP Executive Compensation,” Congressional Oversight Panel, Congressional Hearing, 111th Cong., (2010). “Testimony of Kenneth R. Feinberg Administrator, Gulf Coast Claims Facility before the United States Senate Ad Hoc Subcommittee on Disaster Recovery,” Gulf Coast Recovery – An Examination of Claims Administration and Social Services in the Aftermath of the Deepwater Horizon Oil Spill, Sen. Hearing, 112th Cong., (2011). 10.22.15