Class action lawsuits were commenced against the Defendants in Ontario, Québec and Michigan on behalf of all persons who purchased income participating securities of FMF Capital Group Ltd. during the initial public offering in March 2005 (Class I Members), or over the TSX up until November 15, 2005 (“Class II Members”, and together with the Class I Members, "Class Members").

The class actions alleged that the Defendants, or some of them, disseminated a prospectus and other information containing various misrepresentations to Class Members, and that the Transferee Defendants were unjustly enriched by the actions of some or all of the Defendants.

BMO Nesbitt Burns Inc., Harris Nesbitt Corp., Blackmont Capital Inc., Canaccord Capital Corporation, National Bank Financial Inc., Sprott Securities Inc., TD Securities Inc., BDO Seidman LLP, FMF Capital Group Ltd., FMF Capital LLC, FMF Holdings LLC, Michigan Fidelity Acceptance Corporation, PKF LLC, Robert Pilcowitz, Edan King, Howard Morof, Michael Hoffman, Eric Slavens, Lorie Waisberg, Thomas Little and Atul Shah.

Phyllis Cane Pilcowitz, the Phyllis Cane Pilcowitz Revocable Trust, the Phyllis Cane Pilcowitz Qualified Annuity Trust, Hilary King, the Hilary King Revocable Trust, and the Hilary King Qualified Annuity Trust.

All Persons who purchased FMF Capital Group Ltd. ("FMF") income participating securities ("IPSs") during the March initial public offering ("IPO") or over the Toronto Stock Exchange ("TSX") during the Class Period. Class Members may belong to two classes of investor:

1. all persons and entities who purchased FMF IPSs in the IPO (Class I members), and/or
2. all persons and entities who purchased FMF IPSs over the TSX from, and including, March 24, 2005 to, and including, November 15, 2005 (Class II members).

The Defendants, the Transferee Defendants, members of the immediate families of the individual Defendants and Transferee Defendants, the directors, officers, subsidiaries, and affiliates of BDO Seidman LLP, the corporate FMF Defendants, and the Transferee Defendants, the directors, senior officers above the office of vice president, subsidiaries, and affiliates of the Underwriter Defendants, any person, firm, trust, corporation, or entity in which any Defendant or Transferee Defendant has a controlling interest or which is related to, or affiliated with, any Defendant or Transferee Defendant, and the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded Person.

The Class Period commences on the first day of the period during which the initial public offering ("IPO") distribution of the income participating securities ("IPSs") occurred and ends on November 15, 2005.

This period comprises of two subsidiary class periods:

1. the period during which the IPO distribution of the IPSs occurred (the "Class I Period"); and
2. the period from, and including, March 24, 2005 to, and including, November 15, 2005 (the "Class II Period").

This action was litigated in three jurisdictions by the coordinated action and combined resources of the following law firms, collectively known as Class Counsel:

Siskinds LLP (Ontario Class Counsel)
680 Waterloo St., London, ON N6A 3V8
Tel.: (519) 672-2121
Fax: (519) 672-6065

Charles M. Wright
A. Dimitri Lascaris
Monique Radlein

Juroviesky & Ricci LLP (Michigan Class Counsel)
Suite 904, 4950 Yonge St., Toronto, ON M2N 6K1
Tel.: (416) 481-0718
Fax: (416) 481-1792

Henry Juroviesky
Jonathane Ricci

Siskinds, Desmeules S.E.N.C.R.L. (Québec Class Counsel)
43 Rue Buade, Bur 320, Québec City, QC G1R 4A2
Tel.: (418) 694-2009
Fax: (418) 694-0281

Simon Hébert

After protracted arms length negotiations between Class Counsel, on behalf of the Class Members, and representatives of the Defendants, the parties in the Litigation entered into a definitive Settlement Agreement on November 28, 2006.

The Defendants have agreed to pay, collectively, the sums of US$21 million and CAN$4.55 million (the “Settlement Fund”) to settle the claims of all Class Members. The Settlement Fund is currently valued at over CAN$28 million.

Additionally, FMF Capital Group Ltd. ("FMF") has agreed to adopt certain technical, clarifying changes to FMF's (i) Mandate of the Board of Directors, and (ii) Audit Committee Charter.

All claims, including Unknown Claims, demands, rights, liabilities, actions and causes of action, damages, losses, obligations, judgments, suits, matters, and issues of every nature and description whatsoever, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or un-matured, whether or not concealed or hidden, that had been, have been, could have been, or may in the future be, asserted in the Litigation or in any court, tribunal, or proceeding in Canada, the United States, or anywhere else (including but not limited to any claims arising under Federal, provincial, or state law in Canada, the United States, or anywhere else), including, without limitation, all claims alleged or which could have been alleged in the Litigation and all claims for breach of contract, indemnity and/or contribution, negligence, gross negligence, breach of duty of care and/or breach of any other duty (including any fiduciary duty), fraud, securities fraud, misrepresentation, fraudulent misrepresentation, negligent misrepresentation, unjust enrichment, restitution, disgorgement, rescission, breach of trust, false advertising, concert of action, civil conspiracy, willful or wanton misconduct or any other violation of any Federal, provincial, or state statutes, rules, regulations or common law in Canada, the United States, or anywhere else, by any Party or Related Party against any other Party or Related Party, which have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to, the allegations, facts, events, transactions, acts, conduct, occurrences, statements, representations, misrepresentations, omissions, obligations, disclosures, nondisclosures, or any other matter, thing, or cause whatsoever, or any series thereof, embraced, involved, alleged, set forth in or otherwise related, directly or indirectly, to the IPO, the IPSs, the Litigation, or the prosecution, settlement, or resolution of the Litigation.

Actions were commenced in Ontario, Québec and Michigan. This is a global settlement that releases the Defendants from the claims raised in all three jurisdictions.

Class Members will be eligible for compensation from the Settlement Fund if they sustained a net loss on their purchases and sales of the FMF Capital Group Ltd.'s ("FMF") income participating securities ("IPSs") and if they timely register a valid claim with the Claims Administrator.

The amount of each Class Member's nominal compensation will calculated according to the formulae, set forth in greater detail, in the Distribution Protocol attached as Schedule "B" to the Settlement Agreement. The nominal compensation will then be pro rated to determine the actual return from the Settlement Fund.

The nominal compensation figure will depend upon: (1) the number of IPSs purchased by the Class Member during the Class Period, and the prices at which the Settling Class Member purchased and sold such IPSs; (2) whether or not the Settling Class Member sustained a net loss on purchases and sales of IPSs and, if so, the amount of that loss; (3) whether the Class Member purchased IPSs in FMF's initial public offering ("IPO") and/or over the TSX; (4) whether or not the Class Member sold IPSs prior to November 15, 2005; (5) whether the Class Member continued to hold the IPSs acquired during the Class Period beyond November 16, 2005; (6) whether the Class Member is a member of both Class I and Class II and, if so, whether the IPSs purchased by the Class Member in the IPO were commingled with IPSs purchased over the TSX; and (7) the number of IPSs purchased by Class Members who timely file valid Claim Forms with the Claims Administrator.

Any and all purchases of FMF Capital Group Ltd.'s income participating securities which occurred during the Class Period.

Only purchase transactions which occurred during the Class Period are compensable pursuant to this Settlement Agreement.

Yes. The Defendants have negotiated Opt Out Thresholds into the Settlement Agreement. If any one of the Opt Out Thresholds is exceeded, that is, if a significant number of Class Members Opt Out of the Settlement Agreement the FMF Defendants and/or the Underwriter Defendants may exercise their respective discretion to terminate the Settlement Agreement.

Copies of the Settlement Agreement, as well as the Orders and Notices concerning this settlement may be downloaded from the Document page of this website. Click here to reach the Document page.

These materials are also accessible from the websites of Ontario Class Counsel and Michigan Class Counsel at www.classaction.ca, and www.jruslaw.com, respectively.

The settlement has been approved by the Ontario Superior Court of Justice and the Québec Superior Court of Justice, and the Michigan Action has been dismissed on consent.

Class Members were first notified of this settlement during the court approved notice program, which took place between December 18 and 22, 2006. This notice program, which advised Class Members of the hearing dates on which the approval of the Settlement Agreement would be sought and their right to make objections, involved: (i) direct mailings sent from Class Counsel, the Underwriter Defendants, and a select group of 15 major brokerage firms, to all persons known to have purchased FMF Capital Group Ltd. ("FMF") income participating securities ("IPSs"); (ii) newspaper publication of the Notice in the Globe and Mail (National Edition) and the National Post (National Edition), in the English language, and in La Presse, Le Soleil and L'Acadie Nouvell in the French language; and (iii) postings on Class Counsel's websites.

Following the approval of this Settlement Agreement in Ontario and Québec, a similar notice program was established to advise Class Members of Claim and Opt Out procedures. In addition to the Notice mechanisms noted above, the Courts ordered that a bulletin would be issued by the Canadian Depository for Securities Limited ("CDS") to all brokerages participating in the CDS system with a request that the brokerages forward the Notice on to any known investors or non-Canadian brokerages who purchased FMF IPSs.

Anyone who purchased FMF Capital Group Ltd.'s income participating securities during the Class Period is eligible for compensation pursuant to the Settlement Agreement.

To be eligible to take part in this Settlement, Class Members must register a valid Claim with the Claims Administrator not later than August 13, 2007

Click here to reach the Online Claims System and begin the online claims submission process.

If a Class Member has trouble accessing the online system, does not have internet access, or prefers not to register a claim online, they may commence the claim process by telephoning the Claims Administration Help Line at 1-866-669-6615.

In order to be eligible for compensation pursuant to this Settlement Agreement, Class Members must register their claim with the Claims Administrator not later than August 13, 2007.

The Claims Administrator must be in receipt of the signed Claim Form and any supporting documentation by the Claims Deadline.

There is no cost to Class Members to file a claim and receive compensation from the settlement fund.

If you register a Claim and accept your compensation from the settlement fund will you be precluded from commencing an action in any Court. Part D of the Settlement Agreement provides for a release of present and future related claims made by the Parties or Settling Class Members.

In particular, paragraph D.1 of the Settlement Agreement provides that upon the Effective Date, the Parties and Settling Class Members shall be deemed to have fully, finally, and forever released, relinquished, and discharged all Released Claims as against every one of the Released Persons. Further, Part D.2 of the agreement states that Settling Class Members shall be permanently barred and enjoined from commencing or prosecuting in any jurisdiction or forum any action against the Released Persons related to, or based on, the Released Claims.

After a Claim has been submitted, any part of the Claim may be amended prior to the Claims Deadline of August 13, 2007. After the Claims Deadline however, only contact information may be amended.

No. A Class Member who wishes to Opt Out must Opt Out in respect of all of their transactions concerning FMF Capital Group Ltd.'s income participating securities.

No. If you Opt Out, you will not be bound by the Settlement Agreement, and you will not be eligible for any of the benefits of the Settlement Agreement. This means that you will be barred from making a claim and receiving payment pursuant to the Settlement Agreement.

Yes. If you Opt Out, you will not be bound by the Settlement Agreement, and thus cannot be found, by virtue of the Settlement Agreement, to have released your claims against the Defendants in this class action.

The only way to ensure that your right to pursue litigation against the Defendants in this class action is preserved is to Opt Out of the Settlement.

Click here to reach the Online Claim System and begin the Opt Out Process.

If you wish to Opt Out of the settlement, you must register a valid Opt Out Claim by the Opt Out Deadline July 16, 2007.

If you reside outside of the Province of Québec and wish to Opt Out, you must register your Opt Out Claim with the Claims Administrator by the Opt Out Deadline.

Residents of Québec must register their Opt Out Claim with the Claims Administrator and must, in addition, send a complete copy of their Opt Out Claim to the Clerk of the Québec Court, at the address indicated below, by the Opt Out Deadline. The address for the clerk of the Québec Court is:

Québec Superior Court
Québec City Court House
300, boul. Jean-Lesage
Québec City, Québec, G1K 8K6.

In order to Opt Out of this settlement, you must register an Opt Out Claim with the Claims Administrator and, if applicable, the Clerk of the Québec Court, not later than July 16, 2007.

No. All persons who come within the definition of the Class will automatically be included in the Class unless they exclude themselves from the Class by Opting Out. If you do not want to be bound by the terms of the Settlement Agreement you must Opt Out.

Yes. If you do not Opt Out of the settlement you will be bound by the terms of the Settlement Agreement. All persons who come within the definition of the Class will automatically be included in the Class unless they exclude themselves from the Class by Opting Out.

Deloitte and Touche LLP has been appointed by the Courts to be the Claims Administrator who will administer the Settlement Fund.

The Claims Administrator is responsible for overall management of the administrative claims process including: Class Member claim registration; document collection; communications; help desk management; reminders; form transmission; claim management; claim evaluation; analyses; notifications; reporting; appeal procedures; processing of materials to and from the Referee; distribution analyses; Settlement Fund and audit control; and Class Member payout.

The Claims Administrator was appointed by the Ontario Superior Court of Justice and the Québec Superior Court after recommendation by Class Counsel.

Click here to contact the Claims Administrator.

Within sixty days of the Claims Deadline, the Claims Administrator will complete the evaluation of all Claims. Each Claimant will receive notice of the results of this evaluation by this deadline.

The Distribution Protocol includes a procedure for Class Members to dispute decisions of the Claims Administrator (a "Dispute"). Class Members may bring the Dispute before a bilingual Referee appointed by the Canadian Courts for that purpose. The Honourable Fred Kaufman has been appointed by the Courts to serve in that capacity.

Class Members may initiate Disputes by submitting written correspondence to the Claims Administrator within twenty (20) days of the date of the Class Member's notice from the Claims administrator of the partial or complete rejection of the Class Member's claim (the "Rejection Notice"). The correspondence must state the Class Member's reasons for the Dispute, and must be accompanied by a certified cheque or money order, payable to the Claims Administrator, in the amount of CAN$250, which will be applied to the cost of the reference.

Upon receiving notice from a Class Member of a Dispute, the Claims Administrator must advise Ontario Class Counsel (if the Class Member resides outside of Québec) or Québec Class Counsel (if the Class Member resides in Québec), as well as the Referee, in writing of the initiation of the Dispute and of the Claims Administrator's reasons for having rendered the decision to which the Dispute relates (with a copy to the Class Member), and will provide to Ontario or Québec Class Counsel (as the case may be) and the Referee a copy of the Class Member's correspondence stating the reasons for the Dispute.

Within twenty (20) days of their receipt of the Class Member's and the Claims Administrator's written submissions with respect to the Dispute, Ontario Class Counsel or Québec Class Counsel (as the case may be) shall deliver to the Referee (with copies to the Claims Administrator and to the Class Member initiating the Dispute) a written statement of their position (if any) with respect to the Dispute.

All Disputes shall be resolved on the basis of written submissions, and in no case on the basis of an in-person or other oral hearing. The Referee will render his, her or its decision with respect to all Disputes within thirty (30) days of the date by which Class Counsel is required to state their position with respect to the Dispute.

The Referee shall distribute a copy of the decision to the objecting Class Member, the Claims Administrator and Class Counsel. If the Settling Class Member is in any way successful on the reference, the CAN$250 deposit shall be returned to the Settling Class Member, but if totally unsuccessful, the CAN$250 deposit shall be applied to the cost of the Referee.

A Class Member may appeal the decision of the Referee to the applicable Canadian Court. Any such appeal shall be limited to review for palpable and overriding error and shall otherwise be subject to the Rules of the Court in that jurisdiction.

The Honourable Fred Kaufman has been appointed by the Courts to serve as Referee for this claims administration. It is the Referee's job to resolve any disputes Class Members may have with the decisions of the Claims Administrator.

In order to initiate a review of a Dispute, Class Members are required to pay CAN$250 upfront which will be applied to the cost of the reference.

If the Settling Class Member is in any way successful on the reference, the CAN$250 deposit shall be returned to the Settling Class Member, but if totally unsuccessful, the CAN$250 deposit shall be applied to the cost of the Referee.

Payment can be made by certified cheque or money order, payable to the Claims Administrator.

No later than sixty (60) days following the adjudication of all Disputes, the Claims Administrator will make final distributions of compensation to the Class Members. In so doing, the Claims Administrator will deduct from any payments otherwise due to the Québec Class Members any amounts owing to the Québec Fonds d'Aide.