UNITED STATES BANKRUPTCY COURT SOUTHERN ......DVI, the Trustee shall submit to the Bankruptcy Court a stipulation and proposed order for voluntary dismissal without prejudice of his

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES INVESTOR PROTECTION

CORPORATION,

Plaintiff-Applicant,

v.

BERNARD L. MADOFF INVESTMENT

SECURITIES LLC,

Bankruptcy Case No. 08-01789

(BRL)

SIPA LIQUIDATION

(Substantively Consolidated)

In re:

Defendant.

BERNARD L. MADOFF,

Debtor.

IRVING H. PICARD, Trustee for the Liquidation of

Bernard L. Madoff Investment Securities LLC,

Plaintiff,

v.

UBS AG, UBS (LUXEMBOURG) S.A., UBS FUND

SERVICES (LUXEMBOURG) S.A., UBS THIRD

PARTY MANAGEMENT COMPANY S.A., M&B

CAPITAL ADVISERS SOCIEDAD DE VALORES,

S.A., M&B CAPITAL ADVISERS HOLDING, S.A.,

M&B CAPITAL ADVISERS GESTIÓN SGIIC, S.A.,

RELIANCE MANAGEMENT (BVI) LIMITED,

RELIANCE INTERNATIONAL RESEARCH LLC,

RELIANCE MANAGEMENT (GIBRALTAR)

LIMITED, LUXEMBOURG INVESTMENT FUND

AND LUXEMBOURG INVESTMENT FUND U.S.

Adv. Pro. No. 10-05311 (BRL)

10-05311-brl Doc 160 Filed 12/18/13 Entered 12/18/13 16:09:13 Main Document Pg 1 of 4

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EQUITY PLUS, as represented by their Liquidators

MAITRE ALAIN RUKAVINA and PAUL

LAPLUME, MAITRE ALAIN RUKAVINA and

PAUL LAPLUME, in their capacities as liquidators and

representatives of LUXEMBOURG INVESTMENT

FUND AND LUXEMBOURG INVESTMENT FUND

U.S. EQUITY PLUS, and LANDMARK

INVESTMENT FUND IRELAND,

Defendants.

STIPULATION AND ORDER FOR

VOLUNTARY DISMISSAL WITHOUT PREJUDICE

Irving H. Picard (the “Trustee”), as trustee for the substantively consolidated liquidation

of the business of Bernard L. Madoff Investment Securities LLC (“BLMIS”) under the Securities

Investor Protection Act, 15 U.S.C. § 78aaa, et seq. (“SIPA”), and the estate of Bernard L. Madoff

individually (“Madoff”), by and through his counsel, and defendant Reliance Management (BVI)

Limited (“Reliance BVI”), by and through its counsel, (collectively, the “Parties”), hereby

stipulate and agree to the following:

1. The Trustee commenced this adversary proceeding by filing a Complaint on

December 7, 2010 (the “Complaint”).

2. On December 16, 2013, the Parties entered into an Agreement, attached hereto as

Exhibit A and incorporated herein by reference, with respect to the claims the Trustee asserted

against Reliance BVI in the Complaint.

3. In accordance with Federal Rule of Bankruptcy Procedure 7041(a)(1)(ii), and

Federal Rule of Civil Procedure 41(a)(1), the Parties hereby stipulate to a dismissal without

prejudice of the Trustee’s claims against defendant Reliance BVI in this adversary proceeding.

4. Upon the dismissal of the claims against defendant Reliance BVI, the caption of

this adversary proceeding is hereby amended to delete Reliance BVI. The amended caption shall


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appear as indicated in Exhibit B to this stipulation.

5. The provisions of this Stipulation shall be binding upon and shall inure to the

benefit of the Parties and their respective successors and assigns and upon all creditors and

parties of interest.

6. This Stipulation may be signed by the Parties in any number of counterparts, each

of which when so signed shall be an original, but all of which shall together constitute one and

the same instrument. A signed facsimile, photostatic or electronic copy of this Stipulation shall

[The remainder of this page is left blank intentionally.]


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be deemed an original.

Dated: December 17, 2013

New York, New York

s/ Oren J. Warshavsky

Baker & Hostetler LLP

45 Rockefeller Plaza

New York, New York 10111

Telephone: (212) 589-4200

Facsimile: (212) 589-4201

Oren J. Warshavsky

E-mail: [email protected]

Geoffrey A. North


Counsel for Irving H. Picard,

Trustee for the Substantively Consolidated SIPA

Liquidation of Bernard L. Madoff Investment

Securities LLC and the Estate of Bernard L. Madoff

s/ Tracy L. Klestadt

Klestadt & Winters, LLP

570 Seventh Avenue, 17th Floor

New York, NY 10018-6314

Telephone: (212) 972-3000

Facsimile: (212) 972-2245

Tracy L. Klestadt


John E. Jureller, Jr.


Counsel for Reliance Management (BVI)

Limited

SO ORDERED:

Dated: December 18, 2013 New York, New York

/s/ Burton R. Lifland______________________________Burton R. LiflandUnited States Bankruptcy Judge


mailto:[email protected]




Exhibit A

10-05311-brl Doc 160-1 Filed 12/18/13 Entered 12/18/13 16:09:13 Exhibit A Pg 1 of 7


AGREEMENT

This Agreement, dated December ( 2013 ("Agreement"), is made by and among Irving II. Picard, through hls counsel, in his capacity as trustee (the "Trustee") for the substantively consolidated liquidation of the business of Bernard L. Madoff lnvesttnent Securities LLC ("BLMIS'') and the estate of Bernard L. Madoff, individually ("Madoff'), under the Securities Investor Protection Act of 1970, as amended ("SIPA"), on the one band, and Reliance Management (BVI) Limited ("Reliance BVI") on the other hand (each of the Trustee, and Reliance BVI, a "Party" and, collectively, the "Parties").

WliEREAS:

A. The Trustee filed an adversary proceeding on December 7, 2010 in the United States Bankruptcy Court for the Southem District ofNew York (the "Bankruptcy Court"), assigned Adv. Pro. No. 10-5311 (BRL) (the "LIF Proceeding"), against, among others, Reliance BVI, Reliance Management (Gibraltar) Limited, and Reliance International Research LLC. Reliance BVI and Reliance Management (Gibraltar) Limited filed a motion to dismiss the Complaint for lack of personal jurisdiction on April 27, 2012 (the "Motion to Dismiss"), and the Trustee filed an opposition thereto on August I 7, 2012. Reliance BVI and Reliance Management (Gibraltar) Limited filed a reply to the Trustee's opposition on October 26, 2012. Tn lieu of oral argument on the Motion to Dismiss, the Bankruptcy Court conducted a Rule 16 conference on December 19, 2012, and directed the moving parties and the Trustee to meet and confer to attempt to resolve certain issues raised by the Motion to Dismiss.

B. Reliance BVI wishes to be dismissed as a defendant from the LIF Proceeding.

C. The Trustee wishes to obtain information from Reliance BVI that is relevant to the LIF Proceeding.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the mutual receipt and sufficiency of which are hereby acknowledged, the Parties agree:

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings

"Claims" shall mean all claims that the Trustee has asserted against Reliance BVI in the LIF Proceeding.

"Tennination Date" shall mean the earlier of: (j) fow"teen (14) days after entry in the LIF Proceeding of final judgment no longer subject to appeal or certiorari in respect of all of the Trustee' s claims against all ofUBS AG, UBS (Luxembourg) S.A., UBS Fund Services (Luxembourg) S.A., UBS Third Party Management Company S.A., M&B Capital Advisers Sociedad de Valores, S.A., M&B Capital Advisers Holding, S.A., M&B Capital Advisers Gestion SGIIC, S.A., Reliance International Research LLC, Reliance Management (Gibraltar) Limited, Luxembourg Investment Fund and Luxembourg Investment Fund U.S. Equity Plus, as


represented by their liquidators Maitre Alain Rukavina and Paul Laplwne, Maitre Alain Rukavina and Paul Laplume, in their capacities as liquidators and representatives or Luxembourg Investment Fund and Luxembourg Investment Fund U.S. Equity P lus, and Landmark Jnvestmcnt Fund Ireland; (ii) the date upon which the Trustee elects to tenninate the Agreement by providing written notice as provided herein; or (iii) December 31, 2017.

"Tolling Period" shall mean the period from and including December 7, 2010 until and including the Termination Date of this Agreement.

AGREEMRNT

1. Discovery. Reliance BVI shall respond to reasonable discovery in the LIF Proceeding as though it remained a party. Service of discovery requests directed to Reliance BVI shall be complete when made by delivery to its United States counsel in the LJF Proceeding, Klestadt & Winters LLP, c/o Tracy Klestadt ("K&W"), pursuant to the Federal Rules of Civil Procedure (the "Federal Rules"). All discovery requests shall be governed solely by the Federal Rules; however, the Trustee shall not be required to satisfy requirements pwvided by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, the Hague Convention on the Taking of Evidence Abroad in Civil or Commercial Matters, or any other set of rules, procedures or regulations, other than the Federal Rules, in order to take discovery. By entering into this agreement, Reliance BVT is not waiving any right available under the Federal Rules to object to any of the Trustee's discovery requests. Reliance BVI reserves its r-ights under the Federal Rules to move for a protective order as to any discovery request the Trustee serves upon it.

2. Deposition. Reliance BVI (including its officers, directors, or managing agents) shall appear for depositions pursuant to notice served on K&W, its United States counsel in the LIF Proceeding, as though it remained a party pursuant to the Federal Rules, without the necessity of a subpoena, letter rogatory, letter of request or other process. Service of notices of deposition directed to Reliance BVI shall be complete when made by delivery to Mr. Klcstadt pursuant to the Federal Rules. All notices of deposition shall be govemt:d solely by the Federal Rules; the Trustee shall not be required to satisfy requirements provided by the I Iague Convention on the Service Abroad of Juilicial and Extrajudicial Documents in Civil or Commercial Matters, the llague Convention on the Taking of Evidence Abroad in Civil or Commercial Matters, or any other set of rules, procedures or regulations, other than the Federal Rules. If the Trustee serves Reliance BVI with a notice of deposition calling for the deposition of a representative, Reliance I3Vl shall designate and make available for a deposition a representative, pursuant to Rule 30 of the Federal Rules. If the Trustee serves Reliance BVI with a notice of deposition identifying a specific officer, director, or managing agent to appear for deposition under Federal Rule 30(b)(l), Reliance DVI shall respond to the notice by producing the person identified or by objecting to the notice under the federal Rules. Reliance BVI reserves its right to asse1t that officer, director, or managing agent identified in a deposition under Federal Rule 30(b)(l) is not the proper subject of deposition discovery. The Trustee reserves his right to assert the officer, director, or managing agent is the proper subject of deposition discovery under Federal Rule 30(b)(l). All witnesses noticed pursuant to deposition notices served by the Trustee on Reliance DVI shall appear in London, England for the deposition, notwithstanding the witness's residence in any other jurisdiction, unless the Trustee

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and Reliance BVI mutually agree that such deposition shall take place in a location other than London, England. All deposition notices served by the Trustee on Reliance BVl shall be governed by the federal Rules as they apply to matters and parties located in the United States.

3. Dismissal. Within fourteen (14) days of execution of this Agreement by Reliance DVI, the Trustee shall submit to the Bankruptcy Court a stipulation and proposed order for voluntary dismissal without prejudice of his claims against Reliance BVI. Within fourteen (14) days of the Bankruptcy Court' s entry of the stipulation and proposed order for voluntary dismissal without prejudice, the Trustee will post the order to the "Court Filings" tab on the Madoff Recovery Initiative website (http://www.madofftrustee.com).

4. Tolling.

a. Reliance DVI agrees that the rUiming of all limitation periods applicable to the Claims, including limitation periods relating to statutes of limitation, statutes of repose, prescription, laches and any other rule or doctrine concerning the timeliness ofthe Claims, shall be interrupted, suspended and deemed to have been tolled for the duration of the Tolling Period, and further agrees that the Tolling Period shall not be considered in calculating whether any statute of limitation, statute of repose, or laches doctrine has run as to the Claims of the Trustee.

b. If the Trustee determines to reinstate some or all ofthe Claims against Reliance BVI, he may terminate this Agreement with respect to Reliance BVI providing written notice to Reliance BVI's counsel in accordance with this Agreement.

c. The execution of this Agreement shall not prejudice or waive any Party's other rights, objections or defenses. Notwithstanding anything to the contrary contained herein, it is specifically understood that by entering into this Agreement, Reliance BVI is not waiving any defenses as to lack of personal jurisdiction or improper venue. Nothing in this Agreement nor any act in compliance with this Agreement shall be construed as giving rise to personal jurisdiction or venue, except for the pw·poses of adjudicating disputes arising out of this Agreement, as provided in paragraph 12. It is further understood that Reliance BVI is not waiving any defense as to any statute oflimitations that may have expired prior to December 7, 2010. The provisions ofthis paragraph 4(c) shall survive the termination of this Agreement.

5. No Admission. This Agreement and all negotiations, statements, and proceedings in cormcction therewith are not, will nol be argued to be, and will not be deemed to be a presumption, concession or admission by any Party of any fault, liability or wrongdoing whatsoever. Neither the execution of this Agreement nor anything contained herein is i ntcndcd to be, nor shall be deemed to be, an admission or indication of the merits or lack thereof of the Claims or of any other claims asserted in U1e LIF Proceeding, an admission of liability to anyone, or an admission of the existence of facts on which liability could be based, or an admission of the subject matter or personal jurisdiction, and this Agreement shall not be offered or received into evidence in any proceeding, except as necessary to enforce its tenns. The provisions of this paragraph 5 shall survive the tcnnination of this Agreement.

6. Amendments. Waiver. This Agreement may not be amended or modified in any way except in a wliting signed by all of the Parties. No waiver of any provision or this

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Agreement shall be deemed to constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver.

7. Assignability. No Party hereto may assign its rights under this Agreement without the prior written consent of all the other Parties hereto.

8. Successors Bound. This Agreement shall be binding upon and inure to the benefit of each of the Parties and thejr successors.

9. No Third-Party Beneficiary. Except as expressly provided in the Agreement, the Parties do not intend to confer any benefit by or under this Agreement upon any person or entity other than the Parties hereto and their respective successors, heirs, and assigns.

10. Authorization to Bind Parties. Each person signing this /\greement represents and warrants that he or she is authorized and empowered to sign on behalf of and bind the Party on whose behaJfthis document has been executed. No Party has assigned, transfeiTed, or granted or purported to assign, transfer or grant any of the Claims covered by this Agreement.

11. Applicable Law. This /\greement and the interpretation thereof shall be construed and enforced in accordance with the laws of the State of New York. All discovery, including depositions, provided for by this Agreement shall be subject to the terms of the Litigation Protective Order, dated June 6, 2011, and entered in the proceeding captioned SJPC v. Bernard L. lvfadojf Inv. Sees. LLC, No. 08-01789 (Dankr. S.D.N.Y.) (BRL).

12. Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over any and all disputes between or among the Parties, whether in law or equity, only to the extent such disputes arise out of or relate to this Agreement, including enforcement of paragraphs 1 and 2. The Parties expressly submit to the jurisdiction of the Bankruptcy Cowt for the sole purpose of adjudicating such disputes. The Parties further agree that any judgment rendered by the Bankruptcy Court in connection with such disputes may be enforced in any court of competent jurisdiction and hereby expressly waive any and all rights to oppose enforcement or such a judgment.

13. Captions and Rules of Construction. The captions in this Agreement are inserted only as a matter of convenience and tor reference and do not define, limit, or describe the scope of this Agreement or the scope or content of any of its provisions. Any reference in this Agreement to a paragraph is to a paragraph of this A!:,rreement. " Includes" and "including" are not limiting.

14. Counterparts. Electronic Copy of Signatures. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same document. The Parties may evidence their execution of this Agreement by delivery to any other Party of scanned or faxed copies of their signatures with the same effect as the delivery of an original signature.

15. Negotiated Agreement. The Parties acknowledge that they have been represented by counsel of their choice throughout a ll ofthc negotiations that preceded the execution ofthc /\greement and in connection with the preparation and execution ofthis Agreement. This

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A&rreement has been fully negotiated by the Parties. Each Party acknowledges and agrees that this Agreement has been drafted joinlly, and the rule that ambiguities in an agreement or contract may be construed against the drafter shall not apply in the construction or interpretation of this Agreement.

16. Entire Agreement. Tltis Agreement constitutes the entire agreement and understanding between and among the Parties and supersedes all prior agreements, representations, and understandings concerning the subject matter hereof.

17. Severability. In the event that any term or provision of this Agreement or any application thereof is deemed to be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected unless the parties agree in writing.

18. Notices. Any notices under this Agreement shall be in writing, shall be effective when received, and may be delivered only by hand, by overnight delivery service, by fax, or by electronic transmission to:

If to the Trustee:

Irving H. Picard Baker & Hostetler Lf,P 45 Rockefeller Plaza New York, NY 1011 1 T: 212-589-4200 F: 212-589-4201 [email protected]

With a copy to:

Oren J. Warshavsky Baker & Hostetler I .LP 45 Rockefeller Plaza New York, NY 10111 T: 212-589-4624 F: 212-589-4201 [email protected]

lfto Reliance BVI:

Reliance Management (DVI) Limited c/o Tracy L. Klcstadt Klestadt & Winters LLP 570 Seventh Avenue, 17th Floor New York, NY 10018 T: 212-972-3000 F: 212-972-2245 [email protected]

{signatures lo follow on next page}

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IN WITNESS WHEREOf, the Parties hereto have caused this Agreement to be executed as of the date iirst above written.

BAKER & HOSTETLER LLP

OREN J. WARSHAVSKY Counsel to Irving H. Picard, Trustee

KLEST ADT & WINTERS, LLP

Counsel to Reliance Management (BVI) Limited

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Exhibit B

10-05311-brl Doc 160-2 Filed 12/18/13 Entered 12/18/13 16:09:13 Exhibit B Pg 1 of 3

Baker & Hostetler LLP

45 Rockefeller Plaza

New York, New York 10111

Telephone: (212) 589-4200

Facsimile: (212) 589-4201

Counsel for Irving H. Picard,

Trustee for the Substantively Consolidated SIPA

Liquidation of Bernard L. Madoff Investment

Securities LLC and the Estate of Bernard L. Madoff

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES INVESTOR PROTECTION

CORPORATION,

Plaintiff-Applicant,

v.

BERNARD L. MADOFF INVESTMENT

SECURITIES LLC,

Defendant.

Bankruptcy Case No. 08-01789

(BRL)

SIPA LIQUIDATION

(Substantively Consolidated)

In re:

BERNARD L. MADOFF,

Debtor.

IRVING H. PICARD, Trustee for the Liquidation of

Bernard L. Madoff Investment Securities LLC,

Plaintiff,

v.

UBS AG, UBS (LUXEMBOURG) S.A., UBS FUND

SERVICES (LUXEMBOURG) S.A., UBS THIRD

PARTY MANAGEMENT COMPANY S.A., M&B

CAPITAL ADVISERS SOCIEDAD DE VALORES,

S.A., M&B CAPITAL ADVISERS HOLDING, S.A.,

M&B CAPITAL ADVISERS GESTIÓN SGIIC, S.A.,

RELIANCE INTERNATIONAL RESEARCH LLC,

RELIANCE MANAGEMENT (GIBRALTAR)

LIMITED, LUXEMBOURG INVESTMENT FUND

AND LUXEMBOURG INVESTMENT FUND U.S.

EQUITY PLUS, as represented by their Liquidators

Adv. Pro. No. 10-05311 (BRL)


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MAITRE ALAIN RUKAVINA and PAUL

LAPLUME, MAITRE ALAIN RUKAVINA and

PAUL LAPLUME, in their capacities as liquidators and

representatives of LUXEMBOURG INVESTMENT

FUND AND LUXEMBOURG INVESTMENT FUND

U.S. EQUITY PLUS, and LANDMARK

INVESTMENT FUND IRELAND,

Defendants.
