GPB Securities Settlement

The Notice was sent to you pursuant to an Order of a U.S. District Court because you or someone in your family or an account for which you serve as custodian may have purchased or otherwise acquired limited partnership units in any of the GPB Funds between January 1, 2013 through December 31, 2018, inclusive (the “Class Period”), or subsequently may have become a transferee of such limited partnership units (subject to certain exclusions).

The Notice explains the Actions, Settlement, and Settlement Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them. Any capitalized terms that are not defined in these FAQs are defined in the Notice.

Please read the Notice carefully. It will enable you to determine if you are a Member of the Settlement Class and it provides information on the GPB Action and the rights of Members of the Settlement Class.

The Settlement Class is defined as: all Persons who, directly or through an intermediary, purchased or otherwise acquired limited partnership units in any of the GPB Funds during the Class Period (January 1, 2013 through December 31, 2018, inclusive) and suffered a loss thereby, as well as any Persons who are transferees of such limited partnership units (subject to certain exclusions).

The Settlement Class does not include: (a) Defendants named in the DeLuca and Kinnie Ma Actions or their affiliates; (b) present or former executive directors or officers of GPB Capital Holdings, LLC, the GPB Funds, Ascendant Capital, LLC, Ascendant Alternative Strategies, LLC, and/or Axiom Capital Management, Inc.; (c) the legal representatives, heirs, successors-in-interest, or assigns of any Person within subsection (a) or (b) of this Paragraph; (d) members of the immediate family of any natural Person within subsection (a) or (b) of this Paragraph; (e) any entity in which any Person within subsection (a) or (b) of this Paragraph has, or had during the Class Period, a controlling interest; and (f) any affiliate of GPB Capital Holdings, LLC. For purposes of this definition, “immediate family” means a natural Person’s parent, sibling, spouse, or child.

We strongly recommend that you read the Notice in its entirety for a full understanding of who is a Member of the Settlement Class and their rights in this Action.

The Settlement Class Representatives alleged that the Settling Defendants committed negligence, fraud, and/or aided and abetted fraud or a breach of fiduciary duty by issuing false audit opinions and allowing the dissemination of materially false and misleading financial statements and marketing materials that concealed related party transactions and the true financial condition of the GPB Funds. Plaintiffs in the Kinnie Ma Action also alleged violations of the Texas Securities Act related to the sale of unregistered securities.

In a class action, one or more people called the class representatives sue on behalf of a group or a “class” of people who have similar claims. In a class action, the court resolves the issues for all class members, except for those who exclude themselves from the class.

This Settlement involves two proposed class action lawsuits brought by the Settlement Class Representatives (1) Kinnie Ma IRA; Jeffery S. Gramm IRA; Stacy Greasor IRA; Victor Wade IRA; Kazue Bell; Dean Crooks; Corri Rene Eden; Catherine Kominos; Karen Loch; Robert A. Stone Living Trust; Shirley Stone Living Trust; Jeffrey Barasch; and Loretta Dehay (“Kinnie Ma Plaintiffs”); and (2) Barbara DeLuca; Drew R. Naylor; Peggy Rollo; Peter Beddia; Michael Oles; Robert (Bob) Ricci; and James Staples, as Trustee of the 616 Moved Trust (“DeLuca Plaintiffs”).

The Settling Defendants have agreed to collectively pay $46,000,000 in cash to be distributed, subject to deduction for any taxes, notice and administration costs, attorneys’ fees, litigation expenses, service awards, and any other costs and fees approved by the Court. The remaining amount will be distributed on a proportional or “pro rata” basis to Settlement Class Members who submit a valid Claim Form and have suffered a Net Loss.

In exchange, all claims asserted against the Settling Defendants in the Actions will be released, and the Actions will be dismissed with prejudice as to the Settling Defendants.

Additional discussion of the settlement benefits can be found in the Settlement Agreement.

You must submit a Claim Form to be eligible to receive a payment. If you fail to return your claim form by the deadline of November 14, 2025, you forfeit any right to payment under this settlement.

A pre-populated Claim Form is enclosed with the Notice you received. You may submit a claim either online through the website by November 14, 2025, or you may also fill out the Claim Form, include any required documentation, sign it, and mail it so that it is postmarked by November 14, 2025 to the following address:

GPB Securities Settlement
c/o Epiq Class Actions
P.O. Box 2916
Portland, OR 97208-2916

Please note that Epiq Class Actions, the administrator for this settlement, and Epiq Restructuring, the administrator for the Receivership, are different entities, but they are in communication and may share data from time to time.

Payments from the Net Settlement Fund will be made to Eligible Members of the Settlement Class after the Court grants final approval of the Settlement. Any appeals from approval of the Settlement will delay payment and resolving them can take time.

Pursuant to the Proposed Plan of Allocation, the “Net Loss” means the total principal amount that a claimant invested in any GPB Fund(s) during the Class Period, minus any prior amounts received by that claimant on account of his or her investment(s), including any amounts previously received as redemptions or from sales (“Total Sales/Redemption Proceeds”), dividends or distributions received from GPB (“Total Distribution Amounts”), the sum of gross distributions received from the GPB Funds’ court-appointed monitor or receiver in the action at SEC v. GPB Capital Holdings, LLC et al., No. 1:21-cv-00583 (E.D.N.Y.) (“SEC Action”), and from any other source as a result of any actual or threatened litigation or arbitration concerning the GPB Funds (“Total Other Recoveries”). If you have not yet received any funds in the SEC Action, then there will be no offset against what you will receive in this settlement.

Pursuant to the Proposed Plan of Allocation, Claimants who have received amounts (through Total Sales/Redemption Proceeds, Total Distribution Amounts, and Total Other Recoveries) greater than the total principal amount that claimant invested in any GPB Fund(s) have not suffered a Net Loss and are not expected to receive any payment from the Net Settlement Fund.

This settlement seeks to resolve claims against the auditors brought in DeLuca v. GPB Holdings, L.P., et al., 1:19-cv-10498-LAK-JW and Kinnie Ma v. Ascendant Capital, LLC, et al., No. 1:19-cv-01050-ADA (W.D. Tex.). These class actions are distinct from the Receivership in the SEC Action. Participating in this settlement requires you to release your claims against the Settling Defendants, which are the auditing firms, but it does not require you to release claims against any other parties or to give up your investment in GPB.

Participating in this settlement does not preclude you from participating in the Receivership. Instead, payments received pursuant to this settlement will constitute an “Other Investor Litigation Recover[y]” under the Receiver’s Distribution Plan and will be deducted dollar-for-dollar from any future distributions you may receive from the Receiver. See Section IX(B)(3) of the Receiver’s Distribution Plan, which is available at https://dm.epiq11.com/case/gpbcapital/documents. You should consult your legal, financial and/or tax advisors with any questions about your participation in this settlement and any distributions you may receive from the Receiver.

More information about the Receivership is available here.

Your payment will be determined after all Claimants’ claims have been processed. As indicated in the Plan of Allocation, your Recognized Loss will be calculated, and then each Claimant’s pro rata share of the settlement will be determined once all claims have been processed. Therefore, it is not possible to determine how much any eligible Claimant may receive from the Net Settlement Fund until all claims have been processed.

For more information, see the Proposed Plan of Allocation.

If the Settlement becomes final and you do not exclude yourself, you will give up your right to sue the auditors of GPB, i.e., the Settling Defendants and certain related released parties, for the claims this Settlement resolves. That means you and your respective heirs, executors, administrators, predecessors, successors, and assigns, in their capacities as such, cannot sue, continue to sue, or be part of any other lawsuit against the “Released Parties” about “Released Claims” in this case. It also means that you will be bound by all of the Court’s orders concerning the Settling Defendants.

The Settlement Agreement also describes the specific claims you are giving up against the Settling Defendants, so read it carefully. If you have any questions you can talk to the lawyers listed in the Notice for free or you can talk to your own lawyer if you have questions about what this means.

If you do not do anything, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will be a member of the Settlement Class, which means that you give up your right to ever be part of any other lawsuit against the Settling Defendants about the legal claims being resolved by this Settlement and you will be bound by the Court’s judgments and orders with respect to the Settling Defendants.

If you do not want to participate in this Settlement and would prefer instead to keep any right you may have to sue Settling Defendants on your own concerning the claims being released by the Settlement, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself—or is sometimes referred to as “opting out.”

If you ask to be excluded from the Settlement Class, you will not receive any payment from the Settlement and you cannot object to the Settlement. If you exclude yourself from the Settlement Class, you will not participate in proceedings in the Kinnie Ma Action or be legally bound by any of the Court’s orders or judgments in the Kinnie Ma Action, and you will also forfeit any right to future class recovery (if any) against any non-settling Defendants. However, you will retain any individual rights you may still have with respect to Settlement Defendants and other non-settling Defendants related to matters alleged in the Actions. Please also note that there will be no future recoveries in the DeLuca Action as Plaintiffs will seek to dismiss that Action in its entirety if and when this Settlement becomes Final.

To exclude yourself from the Settlement Class, you must mail or otherwise deliver a letter (or request for exclusion) stating that you want to be excluded from the Settlement and Kinnie Ma Individual Ret. Acct., et al. v. Ascendant Capital, LLC, et al., No. 1:19-CV-1050-RP. If you exclude yourself, you should not submit a Claim Form to ask for any money. Your letter or request for exclusion must also include your name, your address, your signature, the name and number of this case, and a statement that you wish to be excluded. You must mail or deliver your exclusion request so that it is postmarked no later than October 30, 2025, to:

GPB Securities Settlement
c/o Epiq Class Action
P.O. Box 2916
Portland, OR 97208-2916

Your exclusion request must comply with these requirements in order to be valid and effective.

No. Unless you exclude yourself, you give up any rights you may potentially have to sue the Settling Defendants or the other Released Parties in connection with the Released Claims. If you have a pending lawsuit against any Settling Defendant or other Released Party, speak to your lawyer in that case immediately. You must exclude yourself from the Settlement Class in this Action to continue your own lawsuit.

No. If you exclude yourself, or opt out, from the Settlement Class, you will receive no payment or benefits under this Settlement or take part in future recoveries, if any, in the Kinnie Ma Action.

The Court has appointed the following as “Settlement Class Counsel”. They can be contacted at:

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.

Settlement Class Counsels’ attorneys’ fees, costs, and expenses will be paid from the Settlement Amount in an amount determined and awarded by the Court. Settlement Class Counsel will seek no more than thirty percent (30%) of the Settlement Amount. They will also apply for payment or reimbursement of reasonable costs and expenses incurred in prosecuting the Actions, a service award for each of the Settlement Class Representatives, not to exceed $10,000 each, and the costs of the Settlement administration, including costs to be paid to Epiq.

To object, you must submit a signed writing that states that you wish to object to the proposed Settlement in Kinnie Ma Individual Ret. Acct., et al. v. Ascendant Capital, LLC, et al., No. 1:19- CV-1050-RP. Any objections should be filed with the Court and must:

1. identify the case name and docket number: Kinnie Ma Individual Ret. Acct., et al. v. Ascendant Capital, LLC, et al., No. 1:19-CV-1050-RP;
2. state the name, address, and telephone number of the person or entity objecting;
3. state whether the objector is represented by counsel and, if so, the name, address, and telephone number of the objector’s counsel;
4. state with specificity the grounds for the objection, including any legal and evidentiary support the Settlement Class Member wishes to bring to the Court’s attention and whether the objection applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class;
5. include documents sufficient to prove membership in the Settlement Class; and
6. be signed by the objector.

If you want to appear and speak at the Final Approval Hearing to object to the Settlement, with or without a lawyer, you must state so in your submission.

Your objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than November 3, 2025:

Objecting simply means telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class.

Excluding yourself from the Settlement Class is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against the Settling Defendants or the other Released Parties. If you exclude yourself, you have no basis to object because the case no longer affects you.

The Court will hold a Final Approval Hearing on November 24, 2025, at 3:30 p.m. Central Time in the Western District of Texas, Austin Division, Courtroom 4 at 501 West 5th Street, Austin, TX 78701.

No. Settlement Class Counsel will answer any questions the Court may have. You are welcome, however, to attend the hearing at your own expense. If you send an objection or comment, you do not have to come to Court to talk about it. As long as you filed and mailed your written objection on time, the Court will consider it. You may also retain another lawyer to attend, but it is not required. Settlement Class Members do not need to appear at the hearing.

You may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must include in your letter or brief objecting to the Settlement a statement saying that it is your “Notice of Intent to Appear at the Final Approval Hearing of Kinnie Ma Individual Ret. Acct., et al. v. Ascendant Capital, LLC, et al., No. 1:19-CV-1050-RP.” It must include your name, address, telephone number, and signature, as well as the name and address of your lawyer, if one is appearing for you.

Your notice of intention to appear must be received no later than November 3, 2025, and must be sent to the Clerk of Court, Settlement Class Counsel, and Counsel for certain Settling Defendants, at the following addresses:

You cannot speak at the hearing if you exclude yourself from the Settlement Class.