Aus aktuellem Anlass und bezugnehmend auf unsere FondsSpotNews 31/2014 zum Madoff Victim Fund möchten wir Sie hinsichtlich der am 31. Januar 2014 stattfindenden außerordentlichen Hauptversammlung der Herald (LUX) SICAV informieren.
Die Anteilinhaber des nachfolgend genannten Fonds werden hierüber in Kenntnis gesetzt:
|Herald (Lux) – US Absolute Return Fund I EUR||A0NFHW||LU0350637061|
Anmeldungen zur Hauptversammlung können bis zum 27. Januar 2014 erfolgen.
Nähere Informationen entnehmen Sie bitte dem beiliegenden Schreiben der Herald (LUX) SICAV.
Bei weiteren Fragen hierzu wenden Sie sich bitte direkt an Ihre Vertriebspartnerbetreuung bzw. an Ihre gewohnten Ansprechpartner.
Mit freundlichen Grüßen
HERALD (LUX), Soch~te d’investissement ä capital variable
Siege social : L-2212 Luxembourg, 6, place de Nancy
R.C.S. Luxembourg B 136680
Adresse de liquidation: B.P. 142, L-2011 Luxembourg
infoherald@heraldluxinliq uidation.lucontacth firstname.lastname@example.org
Frankfurter Fondsbank GmbH – Kundendepot
Strahlen Strasse 45
Luxembourg, 1ih)anuary 2014
Dear Madam, Dear Sir,
We hereby convene you to the extraordinary General Shareholders‘ Meeting Herald (Lux) fund in
judicial liquidation („the SICAV“). This shareholders‘ meeting will be held on Friday, January 31st,
2013 from 09:30 AM at the „Chambre de Commerce“, 7 rue Alcide de Gasperi in L-2981
Luxembourg Kirchberg, at the Conference Centre.
In order to allow you to proceed with the formalities related to the participants list and shareholders‘
proof of presence, we shall open the facilities as from 9:00 AM and we invite you to present
yourselves as early as possible at the entrance.
The agenda ofthe meeting is as folIows:
91) Participants Lists ;
92) Secretary ofthe Shareholders‘ Meeting;
93) USA- MadoffVictim Fund
• Analysis performed by the Liquidators on the Madoff Victim Fund and steps
undertaken since the inception of this fund;
• Presentation of approach that will be taken by Liquidators;
• Next Steps
• Update on Court Proceedings
95) Presentation ofFinancials
96) Any other business.
We hereby inform the shareholders that the discussions between the US Trustee of BMIS and
the liquidators ofHerald (Lux) in view ofthe allowance ofthe customer claim that Herald (Lux)
has filed in the BMIS estate are still ongoing. In view of the confidential nature of these
discussions, the liquidators of Herald (Lux) will not discuss this topic during the called
shareholders‘ meeting. Instead, the liquidators will hold a second shareholders‘ meeting March
2014 in order to present the result of these discussions.
We also inform you that no resolution will be put to the vote ofthe shareholders.
Attached, you will find a proxy form, which will enable you to be represented at the shareholders‘
meeting. In case you appoint a representative, this proxy form is to be filled and sign with the
handwritten indication „Bon pour procuration“
We would like to bring to your attention that the present notification is based on the share registers as
submitted to the liquidators by the SICAV on the day that the judicial liquidation took effect. This
share register indicates you as the legitimate shareholder.
The carriers of any proxis and the representatives of the shareholders will be required to identif)r
themselves at the entrance into the shareholders‘ meeting by the appointed secretaries to the meeting,
through means of their original identity papers, the original of any signed proxis, and/or tangible proof
of their capacity ’10 represent the shareholder. Any such carrier of a proxy or representative of the
shareholders will be able to be assisted by one or more individuals oftheir choice.
In order to allow us to prepare the general shareholders‘ meeting under the best conditions and to plan
for the required logistics, we kindly ask you to send to us the documents and information mentioned
below before 2ihJanuary , 2014 at the latest by email using the following address:
• identity of the proxy carriers who will represent you;
• a copy ofthe proxy duly filled and signed;
• the number of people who will be assisting with at the general shareholders meeting;
In order to facilitate the task of the appointed secretaries, we kindly ask you to use the attached proxy
This English opy is complementary. In case of any differences in wording, the French text prevails.
THIS ACKNOWLEDGEMENT AND CONSENT AGREEMENT („Agreement“) dated
as of January 20, 2014, by and among Frankfurter Fondsbank GmbH – Kundendepot , with an
address at Strahlen Strasse 45 (a „Shareholder“ or „Beneficial Owner“ ofHerald (Lux) SICAV)
and Me. Ferdinand Burg, and Mr. Carlo Reding, individuals with an address at B. P. 142, L-
2011 Luxembourg (Me. Burg and Mr. Reding collectively referred to as the „Liquidators“). The
Shareholder or Beneficial Owner and, the Liquidators, may be referred to as a „Party“ or
collectively as, the „Parties“.
WHEREAS, Richard C. Breeden (the „Special Master“) has been appointed for United
States Department of Justice charged with administering the Madoff Victim Fund.(the „MVF“) ;
WHEREAS, the Liquidators were appointed by the Tribunal d‘ Arrondissement de et a
Luxembourg Sixth Chamber to serve as the Court Appointed Official Liquidators for Herald
(Lux) SICAV („Herald Lux“), a self-managed investment company organized under the laws of
WHEREAS, the Liquidators intend to file a claim with the MVF for and on behalf of
Herald(Lux) (the „Herald Lux MVF Claim“); and
WHEREAS, the Shareholder or Beneficial Owner named above desires to permit the
Liquidators to be able to provide certain Information, as defined herein, to the MVF, in
connection with the Liquidators filing the Herald Lux MVF Claim (the „Purpose“); and
WHEREAS, to facilitate that Purpose, the Shareholder or Beneficial Owner named above
agrees to indemnify, hold harmless, and release the Liquidators from any Claim, as defined
herein, in connection with the disclosure by the Liquidators of the Shareholder or Beneficial
Owner’s Information, as defmed herein, in the Herald Lux MVF Claim.
NOW, THEREFORE, in consideration ofthe foregoing, the Parties agree as follows:
1. Consent. The Shareholder or Beneficial Owner named above hereby agrees to
unconditionally accept that its (1) name as a Shareholder or Beneficial Owner as well as its (2)
holding in Herald Lux in number of shares and invested amount and (3) the relevant money
flows in relation to that invested amount (together „the Information“) may be disclosed by the
Liquidators to the MVF in the Herald Lux MVF Claim. It is expressly acknowledged that the
Liquidators are basing the Information to be included in the Herald Lux MVF Claim on the share
register as submitted to them by Herald Lux on the day that the Herald Lux judicial liquidation took
2. Claim. For purposes of this Agreement, a „Claim“ or „Claims“ shall mean any
action, suits, claims, losses, liabilities, damages, breach of any confidentiality obligations of the
Shareholder or Beneficial Owner named above, fines, penalties, costs and expenses (including,
without limitation, interest, expenses of investigation and reasonable fees and disbursements of
counsel and other experts) incurred or sustained by the Liquidators.
3. Indemnification, Hold Harmless and Release. The above named Shareholder or
Beneficial Owner and his successors and assigns hereby agree to indemnify, defend and save and
hold harmless the Liquidators and their respective successors (the „Indemnified Party“) from and
against any and all Claims, whether or not involving any third party claims, arising out of,
resulting from or relating to the disclosure by the Liquidators of the Information of the above
named Shareholder or Beneficial Owner’s in the Herald Lux MVF Claim.
(a) Release. Notwithstanding the indemnification and hold harmless as
provided in 3, the above named Shareholder or Beneficial Owner and his successors and assigns
hereby agree to absolutely, unconditionally and irrevocably release and forever discharge the
Liquidators, and their successors and assigns, from and against any and all Claims of every and
any nature and description that could be brought for any reason against the Liquidators in
connection with the Liquidators‘ disclosure of the Information.
(b) Claim Procedure. If a Claim is to be made by an Indemnified Party, such
Indemnified Party shall give written notice (a „Claim Notice“) to the Shareholder or Beneficial
Owner (the „Indemnifying Party“), promptly after the Indemnified Party becomes aware of any
fact, condition or event which may give rise to a Claim for which indemnification may be sought.
If any lawsuit or other action is filed or instituted against the Indemnified Party with respect to a
matter subject to indemnity hereunder, notice thereof (a „Third Party Notice“) shall be given to the
Indemnifying Party as promptly as practicable. The failure of the Indemnified Party to give timely
notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder,
except to the extent such delay or failure materially prejudices the Indemnifying party’s ability to
defend such Claim or mitigate any losses resulting therefrom. After receipt of a Third Party
Notice, the Indemnifying Party shall have the right by providing written notice aCknowledging the
Indemnifying Party’s obligation to indemnify the Indemnified party to (i) take control of the
defense and investigation of such lawsuit or action, (ii) employ and engage attomeys of its own
choice (subject to the approval of the Indemnified Party, such approval not to be unreasonably
withheld) to handle and defend the same, at the Indemnifying Party’s sole cost, risk and expense,
and (iii) compromise or settle such claim, which compromise or settlement shall be made only
with the written consent of the Indemnified party. The Indemnified Party shall cooperate in all
reasonable respects with the Indemnifying Party and such attomeys in the defense of such lawsuit
or action and any appeal arising therefrom (at the cost and expense ofthe Indemnifying Party); and
the Indemnified Party may, at its own cost, participate in the defense of such lawsuit or action and
any appeal arising therefrom. If the Indemnifying Party fails to assurne the defense of such Claim
within ten (l0) Business Days after receipt of the Third Party Notice (or such earlier date, if the
failure to assume the defense on such earlier date would materially impair the ability of such
Indemnified Party to defend such Claim), the Indemnified Party against which such Claim has
been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right
to undertake the defense, compromise or settlement of such Claim (all at the cost and expense of
the Indemnifying Party) and the Indemnifying Party shall have the right to participate therein at its
4. Notices. All notices required under the terms of this Agreement shall be given and
shall be completed by postal mailing such notices by overnight mail through, to the address of
the parties as shown at the beginning of this Agreement, or to such other address as may be
designated in writing, which notice of change of address shall be given in the same manner.
Notice shall be deemed to be given three (3) business days after mailing.
5. Amendments. No modification, amendment, or termination of this Agreement or
waiver of any of its provisions shall be valid or enforceable unless in writing and signed by all
6. Assignment. The rights, responsibilities and liabilities that are established under
this Agreement shall be binding upon and shall inure to the benefit of the respective assigns and
successors in interest ofthe Parties.
7. Headings. The headings in this Agreement are inserted far convenience only and
are in no way intended to describe, interpret, defme, or limit the scope, extent or intent of this
Agreement or any provision ofthis Agreement.
8. Governing Law. The place of origin of this Agreement is the Grand Duchy of
Luxembourg and it shall be govemed in accordance with the laws ofLuxembourg.
9. Counterparts. This Agreement may be executed in counterparts and each
counterpart shall be considered as an original. One (l) counterpart shall be delivered to each of
the parties hereto. This Agreement shall be effective by delivery of a facsimile or emailed
[Signatures appear on the following page]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Me. Ferdinand Burg
Mr. Carlo Reding
I/We the undersigned,
Name and surname: _
Being the holder of:
Number of shares: _
Hereby appoint Ms/Mr with full power of substitution as my/our
proxy to participate on my/our behalf at the Annual General Extraordinary Meeting of the shareholders
of the company Herald (lux) Sicav, in liquidation to be held on January 31s
t, 2014, at 09:30 a.m. and at
any adjournment thereof with the same agenda.
I/We am/are aware that the purpose of the extraordinary general meeting consists in exchanging
information about the Sicav and that no resolution will be submitted to a vote. Consequently, the holder
ofthe present proxy will not express any vote.
Handwritten: „Good for proxy“
Signed on in _
Name and capacity to engage the shareholder: _