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IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF MARYLAND
MASTER AGREEMENT OF SETTLEMENT WITH CANARY DEFENDANTS
This Master Agreement of Settlement (the "Master Agreement") is entered into by and
among the Class Plaintiffs (as defined below), the Fund Derivative Plaintiffs (as defined below),
and the Canary Defendants (as defined below), by and through their respective counsel.
In the interests of convenience, judicial efficiency and reduced notice and administration
costs to Class Members, the parties hereto have structured this Master Agreement and the
Severed Settlements with the Canary Defendants attached hereto with the express intention of
permitting each of the Severed Settlements to be separately noticed and approved, and to become
final and effective, subject to the relevant terms of this Master Agreement and subject to the
required approvals of the underlying Severed Settlements by the Court (as defined below).
In no event shall this Master Agreement or any of the underlying Severed Settlements be
construed or deemed to be evidence or an admission or a concession on the part of the Canary
Defendants of any fault or liability or damages whatsoever. To the contrary, the Canary
Defendants have vigorously denied any and all wrongdoing of any kind whatsoever and have
vigorously denied any liability to anyone in the Actions. The Canary Defendants believe they
have meritorious defenses to each of the Actions, and no such defenses are waived. The Canary
Defendants have concluded that it is desirable that each of the Actions be fully and finally settled
in the manner and upon the terms and conditions set forth herein in each of the Severed
IN RE MUTUAL FUNDS INVESTMENTLITIGATION
This Document Relates to All Tracks
MDL No. 1586
No. 04-md-15861No. 04-md-15862No. 04-md-15863No. 04-md-15864
Settlements in order to avoid the expense, inconvenience, uncertainties and risks associated with
further proceedings.
DEFINITIONS
1.
As used in this Master Agreement, the following terms shall have the meanings
set forth below:
(a) "Actions" refers collectively to the (i) Alger Class Action; (ii) Alger Fund
Derivative Action; (iii) Alliance Class Action; (iv) Alliance Fund Derivative Action; (v)
Allianz Dresdner (PIMCO) Class Action; (vi) Allianz Dresdner (PIMCO) Fund
Derivative Action; (vii) Bank of America/Nations Class Action; (viii) Bank of
America/Nations Fund Derivative Action; (ix) Columbia Class Action; (x) Columbia
Fund Derivative Action; (xi) Excelsior Class Action; (xii) Excelsior Fund Derivative
Action; (xiii) Federated Class Action; (xiv) Federated Fund Derivative Action; (xv)
Franklin-Templeton Class Action; (xvi) Franklin-Templeton Fund Derivative Action;
(xvii) Invesco/AIM Class Action; (xviii) Invesco/AIM Fund Derivative Action; (xix)
Janus Class Action; (xx) Janus Fund Derivative Action; (xxi) MFS Class Action; (xxii)
MFS Fund Derivative Action; (xxiii) One Group Class Action; (xxiv) One Group Fund
Derivative Action; (xxv) Pilgrim Baxter Class Action; (xxvi) Pilgrim Baxter Fund
Derivative Action; (xxvii) Putnam Class Action; (xxviii) Putnam Fund Derivative Action;
(xxix) RS Class Action; (xxx) Scudder Class Action; () p xi) Scudder Fund Derivative
Action; (=di) Strong Class Action; and (xxxiii) Strong Fund Derivative Action, as those
terms are defined in the respective Severed Settlement Agreements;
(b) "Authorized Claimant" means any Class Member who is determined to be
eligible for payment from the Net Settlement Sum applicable to one or more of the
2
Actions, and may include one or more of the Releasing Funds as provided for in the Plan
of Allocation;
(c) "Canary Defendants" means Canary Capital Partners, LLC; Canary
Capital Partners, Ltd.; Canary Investment Management, LLC; and Edward Sterri,
(d) "Canary Defendants' Counsel" means Kramer Levin Naftalis & Frankel
LLP;
(e) "Canary Escrow Account" means the interest-bearing escrow account held
at HSBC Bank into which Stern paid or caused to be paid the Settlement Amount;
(0
"Canary Escrow Agents" means Bernstein Litowitz Berger & Grossmann
LLP and Milberg LLP (formerly known as Milberg Weiss Bershad & Schulman LLP);
(g)
"Canary Released Parties" means the Canary Defendants and all of their
respective Related Parties;
(h) "Canary MOU" means the Memorandum of Understanding, executed as of
July 19, 2004 on behalf of (a) the plaintiffs and class members in the Alger, Alliance,
Allianz Dresdner (PIMCO), Bank of America/Nations, Columbia, Excelsior, Federated,
Franklin-Templeton, Invesco/AIM, Janus, MFS, One Group, Pilgrim Baxter, Putnam,
RS, Scudder and Strong Actions, on the one hand, and (b) the Canary Defendants, on the
other hand;
(i) "Classes" refers collectively to the Alger Class, Alliance Class, Allianz
Dresdnet (PIMCO) Class, Bank of America/Nations Class, Columbia Class, Excelsior
Class, Federated Class, Franklin-Templeton Class, Invesco/AIM Class, Janus Class, MFS
Class, One Group Class, Pilgrim Baxter Class, Putnam Class, RS Class, Scudder Class
3
and Strong Class, as those terms are defined in the respective Severed Settlement
Agreements;
(0 "Class Member" means an Alger Class Member, Alliance Class Member,
Allianz Dresdner (PIMCO) Class Member, Bank of America/Nations Class Member,
Columbia Class Member, Excelsior Class Member, Federated Class Member, Franklin-
Templeton Class Member, Invesco/AIM Class Member, Janus Class Member, MFS Class
Member, One Group Class Member, Pilgrim Baxter Class Member, Putnam Class
Member, RS Class Member, Scudder Class Member, or Strong Class Member, as those
terms are defined in the respective Severed Settlement Agreements;
(k) "Class Plaintiffs" means the Alger Class Plaintiffs, Alliance Class
Plaintiffs, Allianz Dresdner (PIMCO) Class Plaintiff, Bank of America/Nations Class
Plaintiff, Columbia Class Plaintiff, Excelsior Class Plaintiffs, Federated Class Plaintiffs,
Franklin-Templeton Class Plaintiff, Invesco/AIM Class Plaintiff, Janus Class Plaintiff,
MFS Class Plaintiff, One Group Class Plaintiff, Pilgrim Baxter Class Plaintiff, Putnam
Class Plaintiffs, RS Class Plaintiff, Scudder Class Plaintiffs, and Strong Class Plaintiff, as
those terms are defined in the respective Severed Settlement Agreements;
(1)
"Costs of Administration" refers generally to the costs and expenses
incurred in connection with the administration of a Severed Settlement;
(m) "Costs of Notice" refers generally to the costs and expenses incurred in
connection with providing Notice as authorized by the Court (whether by direct mail,
publication, internet or otherwise) of a Severed Settlement;
(n) "Costs of Notice and Administration" refers collectively to the Costs of
Notice and Costs of Administration;
4
(o) "Court" means the United States District Court for the District of
Maryland;
(p) "Cross-Claim Releases" has the meaning set forth at paragraph 14 below
in the section entitled "Cross-Claim Releases;"
(q) "Fee and Expense Award" refers generally to an award to Plaintiffs'
Counsel of fees and expenses and costs in connection with one or more of the Severed
Settlements, as awarded by the Court;
(r) "Final Settlement Hearing" refers generally to the hearing(s) to be held by
the Court pursuant to Federal Rule of Civil Procedure 23(e) to consider final approval of
one or more of the Severed Settlements attached as exhibits to this Master Agreement;
(s) "Fund Derivative Plaintiffs" means the Alger Fund Derivative Plaintiffs,
Alliance Fund Derivative Plaintiffs, Allianz Dresdner (PIMCO) Fund Derivative
Plaintiffs, Bank of America/Nations Fund Derivative Plaintiffs, Columbia Fund
Derivative Plaintiffs, Excelsior Fund Derivative Plaintiffs, Federated Fund Derivative
Plaintiffs, Franklin-Templeton Fund Derivative Plaintiffs, Invesco/AIM Fund Derivative
Plaintiffs, Janus Fund Derivative Plaintiffs, MFS Fund Derivative Plaintiffs, One Group
Fund Derivative Plaintiffs, Pilgrim Baxter Fund Derivative Plaintiffs, Putnam Fund
Derivative Plaintiffs, Scudder Fund Derivative Plaintiffs, and Strong Fund Derivative
Plaintiffs, as those terms are defined in the respective Severed Settlement Agreements;
(t) "Fund Family Defendants" means the Alger Fund Family Defendants,
Alliance Fund Family Defendants, Allianz Dresdner (PIMCO) Fund Family Defendants,
Bank of America/Nations Fund Family Defendants, Columbia Fund Family Defendants,
Excelsior Fund Family Defendants, Federated Fund Family Defendants, Franklin-
5
Templeton Fund Family Defendants, Invesco/AIM Fund Family Defendants, Janus Fund
Family Defendants, MFS Fund Family Defendants, One Group Fund Family Defendants,
Pilgrim Baxter Fund Family Defendants, Putnam Fund Family Defendants, RS Fund
Family Defendants, Scudder Fund Family Defendants, and Strong Fund Family
Defendants, as those terms are defined in the respective Severed Settlement Agreements;
(u) "Fund Family Escrow Accounts" refers collectively to the escrow
accounts referred to in paragraphs 6(a)-(q) below;
(v) "Fund Family Escrow Agents" refers collectively to the escrow agents
appointed to maintain the Fund Family Escrow Accounts pursuant to the respective
settlements with the Fund Family Defendants;
(w) "Master Agreement" refers to this Master Agreement of Settlement with
Canary Defendants and the exhibits attached hereto;
(x) "Net Settlement Sums" means the Alger Net Settlement Sum, Alliance
Net Settlement Sum, Allianz Dresdner (PIMCO) Net Settlement Sum, Bank of
America/Nations Net Settlement Sum, Columbia Net Settlement Sum, Excelsior Net
Settlement Sum, Federated Net Settlement Sum, Franklin-Templeton Net Settlement
Sum, Invesco/AIM Net Settlement Sum, Janus Net Settlement Sum, MFS Net Settlement
Sum, One Group Net Settlement Sum, Pilgrim Baxter Net Settlement Sum, Putnam Net
Settlement Sum, RS Net Settlement Sum, Scudder Net Settlement Sum, and Strong Net
Settlement Sum, as those terms are defined in the respective Severed Settlement
Agreements;
(y) "Notice" refers generally to the notice of the Severed Settlement to be
provided in each of the respective Actions, whether by direct mail, publication, intemet
or otherwise, in accordance with the terms of the Preliminary Approval Order(s) to be
entered in the respective Actions;
(z)
"OAG" means the Office of the New York State Attorney General;
(aa) "OAG Restitution Escrow Account" means the interest-bearing escrow
account held at HSBC Bank into which the OAG has caused the OAG Restitution Fund
to be deposited;
(bb) "OAG Restitution Escrow Agreement" means the Escrow Agreement
dated as of December 30, 2005 among (a) Bernstein Litowitz Berger & Grossmann LLP
and Milberg LLP (formerly known as Milberg Weiss Bershad & Schulman LLP), on
behalf of plaintiffs and the Classes; (b) Kramer Levin Naftalis & Frankel LLP, as counsel
for the Canary Defendants; and (c) the OAG;
(cc) "OAG Restitution Fund" refers to the $30,000,000 paid by the Canary
Defendants to the OAG pursuant to the OAG Settlement Agreement, together with any
net interest earned thereon prior to the deposit of those funds into the OAG Restitution
Escrow Account;
(dd) "OAG Settlement Agreement" means the settlement agreement entered
into between the Canary Defendants and the OAG;
(ee) "Orders and Final Judgments" refers generally to the Orders and Final
Judgments to be submitted to the Court for its approval in the each of the respective
Actions approving the terms of the respective Severed Settlements in those Actions;
(ff)
"Other Defendants" refers to defendants in a particular Action other than
the Canary Defendants;
7
(gg) "Party" means any one of, and "Parties" means one or more of, on the one
hand, the Alger Class Plaintiffs, Alger Fund Derivative Plaintiffs, Alliance Class
Plaintiffs, Alliance Fund Derivative Plaintiffs, Allianz Dresdner (PIMCO) Class Plaintiff,
Allianz Dresdner (PIMCO) Fund Derivative Plaintiffs, Bank of America/Nations Class
Plaintiffs, Bank of America/Nations Fund Derivative Plaintiffs, Columbia Class
Plaintiffs, Columbia Fund Derivative Plaintiffs, Excelsior Class Plaintiff, Excelsior Fund
Derivative Plaintiffs, Federated Class Plaintiffs, Federated Fund Derivative Plaintiffs,
Franklin-Templeton Class Plaintiff, Franklin-Templeton Fund Derivative Plaintiffs,
Invesco/AIM Class Plaintiff, Invesco/AIM Fund Derivative Plaintiffs, Janus Class
Plaintiff, Janus Fund Derivative Plaintiffs, MFS Class Plaintiff, MFS Fund Derivative
Plaintiffs, One Group Class Plaintiff, One Group Fund Derivative Plaintiffs, Pilgrim
Baxter Class Plaintiff, Pilgrim Baxter Fund Derivative Plaintiffs, Putnam Class Plaintiffs,
Putnam Fund Derivative Plaintiffs; RS Class Plaintiff, Scudder Class Plaintiffs, Scudder
Fund Derivative Plaintiffs, Strong Class Plaintiff, and Strong Fund Derivative Plaintiffs,
and, on the other hand, the Canary Defendants;
(hh) "Plaintiffs' Counsel" means Alger Class Plaintiffs' Counsel, Alger Fund
Derivative Plaintiffs' Counsel, Alliance Class Plaintiffs' Counsel, Alliance Fund
Derivative Plaintiffs' Counsel, Allianz Dresdner (PIMCO) Class Plaintiff's Counsel,
Allianz Dresdner (PIMCO) Fund Derivative Plaintiffs' Counsel, Bank of
America/Nations Class Plaintiffs' Counsel, Bank of America/Nations Fund Derivative
Plaintiffs' Counsel, Columbia Class Plaintiffs Counsel, Columbia Fund Derivative
Plaintiffs' Counsel, Excelsior Class Plaintiff s Counsel, Excelsior Fund Derivative
Plaintiffs' Counsel, Federated Class Plaintiffs' Counsel, Federated Fund Derivative
8
Plaintiffs' Counsel, Franklin-Templeton Class Plaintiff's Counsel, Franklin-Templeton
Fund Derivative Plaintiffs' Counsel, Invesco/AIM Class Plaintiff's Counsel,
Invesco/AIM Fund Derivative Plaintiffs' Counsel, Janus Class Plaintiff s Counsel, Janus
Fund Derivative Plaintiffs' Counsel, MFS Class Plaintiff's Counsel, MFS Fund
Derivative Plaintiffs' Counsel, One Group Class Plaintiff's Counsel, One Group Fund
Derivative Plaintiffs' Counsel, Pilgrim Baxter Class Plaintiff's Counsel, Pilgrim Baxter
Fund Derivative Plaintiffs' Counsel, Putnam Class Plaintiffs' Counsel, Putnam Fund
Derivative Plaintiffs' Counsel, RS Class Plaintiffs Counsel, Scudder Class Plaintiffs'
Counsel, Scudder Fund Derivative Plaintiffs' Counsel, Strong Class Plaintiff's Counsel,
and Strong Fund Derivative Plaintiffs' Counsel;
(ii) "Plans of Allocation" refers generally to the terms and procedures for
allocating the respective Net Settlement Sums among, and distributing the Net Settlement
Sums to, Authorized Claimants in the respective Actions;
6j) "Preliminary Approval Orders" refers generally to the Orders to be entered
by the Court (i) preliminarily approving the terms and conditions of one or more of the
Severed Settlements attached to this Master Agreement as to the respective Action(s), (ii)
directing that Notice of one or more of the Severed Settlements be provided in the
manner and form approved by the Court, and (iii) scheduling a hearing concerning the
final approval of one or more of the Severed Settlements;
(kk) "Related Parties" means (a) with respect to natural persons, their past or
present agents, servants, attorneys, accountants, insurers, co-insurers and re-insurers,
executors and administrators; (b) with respect to legal entities other than natural persons,
their past and present, parents, employees, subsidiaries, general partners, limited partners,
officers, directors, trustees, members, employees, agents, servants, attorneys,
accountants, insurers, co-insurers and re-insurers; and (c) the predecessors, successors,
heirs and assigns of the foregoing;
(11) "Released Claims" refers collectively to the Alger Released Claims,
Alliance Released Claims, Allianz Dresdner (PIMCO) Released Claims, Bank of
America/Nations Released Claims, Columbia Released Claims, Excelsior Released
Claims, Federated Released Claims, Franklin-Templeton Released Claims, Invesco/AIM
Released Claims, Janus Released Claims, MFS Released Claims, One Group Released
Claims, Pilgrim Baxter Released Claims, Putnam Released Claims, RS Released Claims,
Scudder Released Claims, and Strong Released Claims, as those terms are defined in the
respective Severed Settlement Agreements;
(mm) "Released Parties' Claims" refers collectively to the Released Parties'
Alger Claims, Released Parties' Alliance Claims, Released Parties' Allianz Dresdner
(PIMCO) Claims, Released Parties' Bank of America/Nations Claims, Released Parties'
Columbia Claims, Released Parties' Excelsior Claims, Released Parties' Federated
Claims, Released Parties' Franklin-Templeton Claims, Released Parties' Invesco/AIM
Claims, Released Parties' Janus Claims, Released Parties' MFS Claims, Released Parties'
One Group Claims, Released Parties' Pilgrim Baxter Claims, Released Parties' Putnam
Claims, Released Parties' RS Claims, Released Parties' Scudder Claims, and Released
Parties' Strong Claims, as those terms are defined in the respective Severed Settlement
Agreements;
(nn) "Releasing Funds" refers collectively to the Alger Releasing Funds,
Alliance Releasing Funds, Allianz Dresdner (PIMCO) Releasing Funds, Bank of
10
America/Nations Releasing Funds, Columbia Releasing Funds, Excelsior Releasing
Funds, Federated Releasing Funds, Franklin-Templeton Releasing Funds, Invesco/AIM
Releasing Funds, Janus Releasing Funds, MFS Releasing Funds, One Group Releasing
Funds, Pilgrim Baxter Releasing Funds, Putnam Releasing Funds; RS Releasing Funds,
Scudder Releasing Funds, and Strong Releasing Funds, as those terms are defined in the
respective Severed Settlement Agreements;
(oo) "Releasing Fund Families" means the Alger, Alliance, Allianz Dresdrier
(PIMCO), Bank of America/Nations, Columbia, Excelsior, Federated, Franklin-
Templeton, Invesco/AIM, Janus, MFS, One Group, Pilgrim Baxter, Putnam, RS,
Scudder, and Strong fund families;
(pp) "Restitution Sums" refers collectively to the Alger, Alliance, Allianz
Dresdner (PIMCO), Bank of America/Nations, Columbia, Excelsior, Federated, Franklin-
Templeton, Invesco/AIM, Janus, MFS, One Group, Pilgrim Baxter, Putnam, RS,
Scudder, and Strong Restitutions Sums, as defined in paragraphs 10(a)-(q) below;
(qq) "Settlement Amount" refers to the aggregate total of $15,000,000 that
Stern has paid or caused to be paid into the Canary Escrow Account at HSBC Bank
pursuant to the Canary MOU. The Settlement Amount consists of the total of the
following:
(1) the Alger/Canary Settlement Amount, which is equal to 2.0% of the
Settlement Amount;
(2) the Alliance/Canary Settlement Amount, which is equal to 7.1% of the
Settlement Amount;
11
(3) the Allianz Dresdner (PIMCO)/Canary Settlement Amount, which is equal
to 1.8%0 of the Settlement Amount;
(4) the Bank of America/Nations/Canary Settlement Amount, which is equal
to 7.0% of the Settlement Amount;
(5)
the Columbia/Canary Settlement Amount, which is equal to 0.1% of the
Settlement Amount;
(6) the Excelsior/Canary Settlement Amount, which is equal to 0.3% of the
Settlement Amount;
(7) the Federated/Canary Settlement Amount, which is equal to 2.6% of the
Settlement Amount;
(8) the Franklin-Templeton/Canary Settlement Amount, which is equal to
0.3% of the Settlement Amount;
(9)
the Invesco/AIM/Canary Settlement Amount, which is equal to 38.3% of
the Settlement Amount;
(10) the Janus/Canary Settlement Amount, which is equal to 0.5% of the
Settlement Amount;
(11) the MFS/Canary Settlement Amount, which is equal to 7.3% of the
Settlement Amount;
(12) the One Group/Canary Settlement Amount, which is equal to 2.2% of the
Settlement Amount;
(13) the Pilgrim Baxter/Canary Settlement Amount, which is equal to 19.1% of
the Settlement Amount;
12
(14) the Putnam/Canary Settlement Amount, which is equal to 0.7% of the
Settlement Amount;
(15) the RS/Canary Settlement Amount, which is equal to 9.7% of the
Settlement Amount;
(16) the Scudder/Canary Settlement Amount, which is equal to 0.1% of the
Settlement Amount; and
(17) the Strong/Canary Settlement Amount, which is equal to 0.9% of the
Settlement Amount;
(rr) "Severed Settlement Sums" means the Alger Severed Settlement Sum,
Alliance Severed Settlement Sum, Allianz Dresdner (PIMCO) Severed Settlement Sum,
Bank of America/Nations Severed Settlement Sum, Columbia Severed Settlement Sum,
Excelsior Severed Settlement Sum, Federated Severed Settlement Sum, Franklin-
Templeton Severed .Settlement Sum, Invesco/AIM Severed Settlement Sum, Janus
Severed Settlement Sum, MFS Severed Settlement Sum, One Group Severed Settlement
Sum, Pilgrim Baxter Severed Settlement Sum, Putnam Severed Settlement Sum, RS
Severed Settlement Sum, Scudder Severed Settlement Sum, and Strong Severed
Settlement Sum, as those terms are defined in the respective Severed Settlement
Agreements;
(ss) "Severed Settlements" or "Severed Settlement Agreements" refers to the
terms and conditions of each of the severed settlements of the Actions, as set forth in
Exhibits 1-17 to this Master Agreement;
(tt)
"Stern" means individual defendant Edward Stern;
(uu) "Sub-Tracks" or "Fund Family Sub-Tracks" shall refer collectively to:
13
(1) the Alger Sub-Track, consisting of the Alger Class Action and the Alger
Fund Derivative Action;
(2) the Alliance Sub-Track, consisting of the Alliance Class Action and the
Alliance Fund Derivative Action;
(3) the Allianz Dresdner (PIMCO) Sub-Track, consisting of the Allianz
Dresdner (PIMCO) Class Action and the Allianz Dresdner (PIMCO) Fund
Derivative Action;
(4) the Bank of America/Nations Sub-Track, consisting of the Bank of
America/Nations Class Action and the Bank of America/Nations Fund Derivative
Action;
(5) the Columbia Sub-Track, consisting of the Columbia Class Action and the
Columbia Fund Derivative Action;
(6) the Excelsior Sub-Track, consisting of the Excelsior Class Action and the
Excelsior Fund Derivative Action;
(7)
the Federated Sub-Track, consisting of the Federated Class Action and the
Federated Fund Derivative Action;
(8)
the Franklin-Templeton Sub-Track, consisting of the Franklin-Templeton
Class Action and the Franklin-Templeton Fund Derivative Action;
(9)
the Invesco/AIM Sub-Track, consisting of the Invesco/AIM Class Action
and the Invesco/AIM Fund Derivative Action;
(10) the Janus Sub-Track, consisting of the Janus Class Action and the Janus
Fund Derivative Action;
14
(11) the MFS Sub-Track, consisting of the MFS Class Action and the MFS
Fund Derivative Action;
(12) the One Group Sub-Track, consisting of the One Group Class Action and
the One Group Fund Derivative Action;
(13) the Pilgrim Baxter Sub-Track, consisting of the Pilgrim Baxter Class
Action and the Pilgrim Baxter Fund Derivative Action;
(14) the Putnam Sub-Track, consisting of the Putnam Class Action and the
Putnam Fund Derivative Action;
(15) the RS Sub-Track, consisting of the RS Class Action;
(16) the Scudder Sub-Track, consisting of the Scudder Class Action and the
Scudder Fund Derivative Action; and
(17) the Strong Sub-Track, consisting of the Strong Class Action and the
Strong Fund Derivative Action;
THE SEVERED SETTLEMENTS
2. The parties to this Master Agreement agree that, in the interests of judicial
efficiency and to minimize the costs of notice and claims administration, and subject to the terms
and conditions of this Master Agreement:
(a) This Master Agreement contains certain terms relevant to the seventeen
(17) separate and severable settlement agreements (each a "Severed Settlement") attached
hereto between and among, respectively:
(i) the Alger Class Plaintiffs (on behalf of themselves and the Alger
Class Members) and the Alger Fund Derivative Plaintiffs (on behalf of
themselves and derivatively on behalf of the Alger Funds), on the one hand, and
15
on the other hand, the Canary Defendants (the "Alger/Canary Severed
Settlement');
(ii) the Alliance Class Plaintiffs (on behalf of themselves and the
Alliance Class Members) and the Alliance Fund Derivative Plaintiffs (on behalf
of themselves and derivatively on behalf of the Alliance Funds), on the one hand,
and on the other hand, the Canary Defendants (the "Alliance/Canary Severed
Settlement');
(iii) the Allianz Dresdner (PIMCO) Class Plaintiff (on behalf of itself
and the Allianz Dresdner (PIMCO) Class Members) and the Allianz Dresdner
(PIMCO) Fund Derivative Plaintiffs (on behalf of themselves and derivatively on
behalf of the Allianz Dresdner (PIMCO) Funds), on the one hand, and on the
other hand, the Canary Defendants (the "Allianz Dresdner (PIMCO)/Canary
Severed Settlement');
(iv) the Bank of America/Nations Class Plaintiffs (on behalf of
themselves and the Bank of America/Nations Class Members) and the Bank of
America/Nations Derivative Plaintiffs (on behalf of themselves and derivatively
on behalf of the Bank of America/Nations Funds), on the one hand, and on the
other hand, the Canary Defendants (the `Bank of America/Nations/Canary
Severed Settlement');
(v) the Columbia Class Plaintiff (on behalf of itself and the Columbia
Class Members) and the Columbia Derivative Plaintiffs (on behalf of themselves
and derivatively on behalf of the Columbia Funds) on the one hand, and on the
other hand, the Canary Defendants (the "Columbia/Canary Severed Settlement');
16
(vi) the Excelsior Class Plaintiff (on behalf of himself and the
Excelsior Class Members) and the Excelsior Fund Derivative Plaintiffs (on behalf
of themselves and derivatively on behalf of the Excelsior Funds), on the one hand,
and on the other hand, the Canary Defendants (the "Excelsior/Canary Severed
Settlement');
(vii) the Federated Class Plaintiffs (on behalf of themselves and the
Federated Class Members) and the Federated Fund Derivative Plaintiffs (on
behalf of themselves and derivatively on behalf of the Federated Funds), on the
one hand, and on the other hand, the Canary Defendants (the "Federated/Canary
Severed Settlement');
(viii) the Franklin-Templeton Class Plaintiff (on behalf of itself and the
Franklin-Templeton Class Members) and the Franklin-Templeton Fund
Derivative Plaintiffs (on behalf of themselves and derivatively on behalf of the
Franklin-Templeton Funds), on the one hand, and on the other hand, the Canary
Defendants (the "Franklin-Templeton/Canary Severed Settlement');
(ix) the Invesco/AIM Class Plaintiff (on behalf of itself and the
Invesco/AIM Class Members) and the Invesco/AIM Fund Derivative Plaintiffs
(on behalf of themselves and derivatively on behalf of the Invesco/AIM Funds),
on the one hand, and on the other hand, the Canary Defendants (the
"Invesco/AIM/Canary Severed Settlement');
(x) the Janus Class Plaintiff (on behalf of itself and the Janus Class
Members) and the Janus Fund Derivative Plaintiffs (on behalf of themselves and
17
derivatively on behalf of the Janus Funds), on the one hand, and on the other
hand, the Canary Defendants (the "Janus/Canary Severed Settlement');
(xi) the MFS Class Plaintiff (on behalf of itself and the MFS Class
Members) and the MFS Fund Derivative Plaintiffs (on behalf of themselves and
derivatively on behalf of the MFS Funds), on the one hand, and on the other hand,
the Canary Defendants (the "MFS/Canary Severed Settlement');
(xii) the One Group Class Plaintiff (on behalf of itself and the One
Group Class Members) and the One Group Fund Derivative Plaintiffs (on behalf
of themselves and derivatively on behalf of the One Group Funds), on the one
hand, and on the other hand, the Canary Defendants (the "One Group/Canary
Severed Settlement');
(xiii) the Pilgrim Baxter Class Plaintiff (on behalf of itself and the
Pilgrim Baxter Class Members) and the Pilgrim Baxter Fund Derivative Plaintiffs
(on behalf of themselves and derivatively on behalf of the Pilgrim Baxter Funds),
on the one hand, and on the other hand, the Canary Defendants (the "Pilgrim
Baxter/Canary Severed Settlement');
(xiv) the Putnam Class Plaintiffs (on behalf of themselves and the
Putnam Class Members) and the Putnam Fund Derivative Plaintiffs (on behalf of
themselves and derivatively on behalf of the Putnam Funds), on the one hand, and
on the other hand the Canary Defendants (the "Putnam/Canary Severed
Settlement');
18
(xv) the RS Class Plaintiff (on behalf of itself and the RS Class
Members), on the one hand, and on the other hand, the Canary Defendants (the
"RS/Canary Severed Settlement");
(xvi) the Scudder Class Plaintiffs (on behalf of themselves and the
Scudder Class Members) and the Scudder Fund Derivative Plaintiffs (on behalf of
themselves and derivatively on behalf of the Scudder Funds), on the one hand,
and on the other hand, the Canary Defendants (the "Scudder/Canary Severed
Settlement'); and
(xvii) the Strong Class Plaintiff (on behalf of itself and the Strong Class
Members) and the Strong Fund Derivative Plaintiffs (on behalf of themselves and
derivatively on behalf of the Strong Funds), on the one hand, and on the other
hand, the Canary Defendants (the "Strong/Canary Severed Settlement').
(b) Instead of seeking to notice and obtain approval of each of the Severed
Settlements identified in the preceding sub-paragraphs in a manner that is independent
and apart from the process of noticing and obtaining approvals of settlements that may be
reached with Other Defendants in the respective Actions, the parties shall work together
in good faith to the maximum extent reasonably practicable to coordinate the notice and
administration of each Severed Settlement with the notice and administration of
settlements that may be reached with (or judgments that may be obtained against) Other
Defendants in the respective Actions.
DISMISSAL AND RELEASES
3. Matters relating to contemplated dismissals of claims and releases are set forth in
the Severed Settlement Agreements. No claims are being dismissed or released by or upon entry
into this Master Agreement.
19
CONSIDERATION AND ESCROW ACCOUNTS
4. On or about July 19, 2004, the Parties entered into the Canary MOU. Pursuant to
the Canary MOU, Stern paid or caused to be paid the Settlement Amount into the Canary Escrow
Account.
5. Except as otherwise provided for herein, the Canary Escrow Agents shall also act
as escrow agents pursuant to the terms of this Master. Agreement, and all funds held in the Escrow
Account shall remain subject to the jurisdiction of the Court.
6. The Canary Escrow Agents shall, after paying or setting aside such amounts as
may be required to pay accrued but as yet unpaid taxes on any interest earned or accrued on the
Settlement Amount since it was deposited into the Canary Escrow Account, and after paying or
setting aside such amounts as may be awarded to Plaintiffs' Counsel as attorneys' fees and
expenses, make the following transfers from the Canary Escrow Account:
(a) within ten (10) business days after the later of (a) the Effective Date of theAlger/Canary Severed Settlement (as defined in the Alger/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Alger Fund Family Defendants (the "AlgerEscrow Account"), 2.0% of the funds originally deposited in the Canary EscrowAccount, plus the interest earned or accrued on that portion of the originallydeposited funds, minus any applicable taxes or escrow fees chargeable to thatportion of the originally deposited funds, shall be transferred to the Alger EscrowAccount;
(b) within ten (10) business days after the later of (a) the Effective Date of theAlliance/Canary Severed Settlement (as defined in the Alliance/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Alliance Fund Family Defendants (the"Alliance Escrow Account"), 7.1% of the funds originally deposited in the CanaryEscrow Account, plus the interest eamed or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to theAlliance Escrow Account;
(c) within ten (10) business days after the later of (a) the Effective Date of the AllianzDresdner (PIMCO)/Canary Severed Settlement (as defined in the AllianzDresdner (PIMCO)/Canary Severed Settlement Agreement); and (b) the creation
20
of an escrow account established in connection with a settlement with the AllianzDresdner (PIMCO) Fund Family Defendants (the "Allianz Dresdner (PIMCO)Escrow Account'), 1.8% of the funds originally deposited in the Canary EscrowAccount, plus the interest earned or accrued on that portion of the originallydeposited funds, minus any applicable taxes or escrow fees chargeable to thatportion of the originally deposited funds, shall be transferred to the AllianzDresdner (PIMCO) Escrow Account;
(d) within ten (10) business days after the later of (a) the Effective Date of the Bankof America/Nations/Canary Severed Settlement (as defined in the Bank ofAmerica/Nations/Canary Severed Settlement Agreement); and (b) the creation ofan escrow account established in connection with a settlement with the Bank ofAmerica/Nations Fund Family Defendants (the "Bank of America/NationsEscrow Account'), 7.0% of the funds originally deposited in the Canary EscrowAccount, plus the interest earned or accrued on that portion of the originallydeposited funds, minus any applicable taxes or escrow fees chargeable to thatportion of the originally deposited funds, shall be transferred to the Bank ofAmerica/Nations Escrow Account;
(e) within ten (10) business days after the later of (a) the Effective Date of theColumbia/Canary Severed Settlement (as defined in the Columbia/CanarySevered Settlement Agreement); and (b) the creation of an escrow accountestablished in connection with a settlement with the Columbia Fund FamilyDefendants (the "Columbia Escrow Account'), 0.1% of the funds originallydeposited in the Canary Escrow Account, plus the interest earned or accrued onthat portion of the originally deposited funds, minus any applicable taxes orescrow fees chargeable to that portion of the originally deposited funds, shall betransferred to the Columbia Escrow Account;
within ten (10) business days after the later of (a) the Effective Date of theExcelsior/Canary Severed Settlement (as defined in the Excelsior/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Excelsior Fund Family Defendants (the"Excelsior Escrow Account'), 0.3% of the funds originally deposited in theCanary Escrow Account, plus the interest earned or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to theExcelsior Escrow Account;
within ten (10) business days after the later of (a) the Effective Date of theFederated/Canary Severed Settlement (as defined in the Federated/CanarySevered Settlement Agreement); and (b) the creation of an escrow accountestablished in connection with a settlement with the Federated Fund FamilyDefendants (the "Federated Escrow Account'), 2.6% of the funds originallydeposited in the Canary Escrow Account, plus the interest earned or accrued onthat portion of the originally deposited funds, minus any applicable taxes or
(f)
(g)
21
escrow fees chargeable to that portion of the originally deposited funds, shall betransferred to the Federated Escrow Account;
(h) within ten (10) business days after the later of (a) the Effective Date of theFranklin-Templeton/Canary Severed Settlement (as defined in the Franklin-Templeton/Canary Severed Settlement Agreement); and (b) the creation of anescrow account established in connection with a settlement with the Franklin-Templeton Fund Family Defendants (the "Franklin-Templeton Escrow Account'),0.3% of the funds originally deposited in the Canary Escrow Account, plus theinterest earned or accrued on that portion of the originally deposited funds, minusany applicable taxes or escrow fees chargeable to that portion of the originallydeposited funds, shall be transferred to the Franklin-Templeton Escrow Account;
(0 within ten (10) business days after the later of (a) the Effective Date of theInvesco/AIM/Canary Severed Settlement (as defined in the Invesco/CanarySevered Settlement Agreement); and (b) the creation of an escrow accountestablished in connection with a settlement with the Invesco/AIM Fund FamilyDefendants (the "Invesco/AIM Escrow Account'), 38.3% of the funds originallydeposited in the Canary Escrow Account, plus the interest earned or accrued onthat portion of the originally deposited funds, minus any applicable taxes orescrow fees chargeable to that portion of the originally deposited funds, shall betransferred to the Invesco/AIM Escrow Account;
(j) within ten (10) business days after the later of (a) the Effective Date of theJanus/Canary Severed Settlement (as defined in the Janus/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Janus Fund Family Defendants (the "JanusEscrow Account'), 0.5% of the funds in the Canary Escrow Account, plus theinterest earned or accrued on that portion of the originally deposited funds, minusany applicable taxes or escrow fees chargeable to that portion of the originallydeposited funds, shall be transferred to the Janus Escrow Account;
(k) within ten (10) business days after the later of (a) the Effective Date of theMFS/Canary Severed Settlement (as defined in the MFS/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the MFS Fund Family Defendants (the "MFSEscrow Account'), 7.3% of the funds originally deposited in the Canary EscrowAccount, plus the interest earned or accrued on that portion of the originallydeposited funds, minus any applicable taxes or escrow fees chargeable to thatportion of the originally deposited funds, shall be transferred to the MFS EscrowAccount;
(1) within ten (10) business days after the later of (a) the Effective Date of the OneGroup/Canary Severed Settlement (as defined in the One Group/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the One Group Fund Family Defendants (the"One Group Escrow Account'), 2.2% of the funds originally deposited in the
22
Canary Escrow Account, plus the interest earned or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to the OneGroup Escrow Account;
(m) within ten (10) business days after the later of (a) the Effective Date of thePilgrim Baxter/Canary Severed Settlement (as defined in the PilgrimBaxter/Canary Severed Settlement Agreement); and (b) the creation of an escrowaccount established in connection with a settlement with the Pilgrim Baxter FundFamily Defendants (the "Pilgrim Baxter Escrow Account'), 19.1% of the fundsoriginally deposited in the Canary Escrow Account, plus the interest earned oraccrued on that portion of the originally deposited funds, minus any applicabletaxes or escrow fees chargeable to that portion of the originally deposited funds,shall be transferred to the Pilgrim Baxter Escrow Account;
(n) within ten (10) business days after the later of (a) the Effective Date of thePutnam/Canary Severed Settlement (as defined in the Putnam/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Putnam Fund Family Defendants (the"Putnam Escrow Account'), 0.7% of the funds originally deposited in the CanaryEscrow Account, plus the interest earned or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to the PutnamEscrow Account;
(o) within ten (10) business days after the later of (a) the Effective Date of theRS/Canary Severed Settlement (as defined in the RS/Canary Severed SettlementAgreement); and (b) the creation of an escrow account established in connectionwith a settlement with the RS Fund Family Defendants (the "RS EscrowAccount'), 9.7% of the funds originally deposited in the Canary Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be transferred to the RS Escrow Account;
within ten (10) business days after the later of (a) the Effective Date of theScudder/Canary Severed Settlement (as defined in the Scudder/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established inconnection with a settlement with the Scudder Fund Family Defendants (the"Scudder Escrow Account'), 0.1% of the funds originally deposited in the CanaryEscrow Account, plus the interest earned or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to theScudder Escrow Account; and
within ten (10) business days after the later of (a) the Effective Date of theStrong/Canary Severed Settlement (as defined in the Strong/Canary SeveredSettlement Agreement); and (b) the creation of an escrow account established in
(p)
(q)
23
connection with a settlement with the Strong Fund Family Defendants (the"Strong Escrow Account'), 0.9% of the funds originally deposited in the CanaryEscrow Account, plus the interest eamed or accrued on that portion of theoriginally deposited funds, minus any applicable taxes or escrow fees chargeableto that portion of the originally deposited funds, shall be transferred to the StrongEscrow Account.
7. In the event that plaintiffs in a particular Sub-Track do not obtain a judgment
against, or settlement with, the Fund Family Defendants in that Sub-Track — and in the event that a
Fund Family Escrow Account as contemplated in the preceding paragraph is not established by the
Fund Family Defendants in a particular sub-track — the Canary Defendants and Plaintiffs in such a
Sub-Track shall follow the "Default Escrow Procedure" set forth in the relevant Severed
Settlement for that Sub-Track.
8. All funds held in the Canary Escrow Account and in each of the Fund Family
Escrow Accounts shall be invested and reinvested in short term United States , Agency or Treasury
Securities, or mutual funds invested solely in such securities, except that any residual cash
balances of less than $100,000 may be invested in money market mutual funds comprised
exclusively of investments secured by the full faith and credit of the United States, and all such
funds (including interest earned or accrued thereon, and all proceeds thereof) shall be held subject
to the jurisdiction of the Court, and shall remain subject to the jurisdiction of the Court until such
time as the funds are distributed.
9. The Parties hereto agree that until all the funds in the Canary Escrow Account are
distributed and the escrow is terminated, the funds held in the Canary Escrow Account are
intended to be a "Qualified Settlement Fund" within the meaning of Treasury Regulations Section
1.468B-1, and that during such time that any funds are held in the Canary Escrow Account, the
Canary Escrow Agents shall serve as the "administrator" of such Qualified Settlement Fund within
the meaning of Treasury Regulation § 1.468B-2(k)(3) and shall be responsible for filing, or
24
causing to be filed, tax returns for such Qualified Settlement Fund and paying from the Canary
Escrow Account any taxes (including any interest or penalties) owed with respect to the funds
deposited therein. Once any Severed Settlement Sum in a given Sub-Track is transferred from the
Canary Escrow Account to its respective Fund Family Escrow Account in accordance with the
terms of paragraph 6 above, the Canary Defendants shall not object to naming Class counsel in
such Fund Family Sub-Track to serve as the "administrator" with respect to such Severed
Settlement Sum or the Fund Family Escrow Account in that Sub-Track within the meaning of
Treasury Regulation § 1.468B-2(k)(3), and such Class counsel shall be responsible for filing, or
causing to be filed, tax returns for such Fund Family Escrow Account and paying from such Fund
Family Escrow Account any taxes (including any interest or penalties) owed with respect to the
funds in such Account.
SETTLEMENT WITH THE OFFICE OF THE NEW YORKSTATE ATTORNEY GENERAL
10. Pursuant to the OAG Restitution Escrow Agreement, the OAG has caused the
OAG Restitution Fund to be deposited into OAG Restitution Escrow Account for the benefit of the
Classes. The Parties agree that the OAG Restitution Fund should be allocated among the Classes
as follows:
(a) 2.0% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Alger Class (the "AlgerRestitution Sum");
(b) 7.1% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Alliance Class (the "AllianceRestitution Sum");
(c)
1.8% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally deposited
25
funds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Allianz Dresdner (PIMCO)Class (the "Allianz Dresdner (PIMCO) Restitution Sum");
(d) 7.0% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Bank of America/NationsClass (the "Bank of American/Nations Restitution Sum");
(e) 0.1% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Columbia Class (the"Columbia Restitution Sum");
0.3% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Excelsior Class (the"Excelsior Restitution Sum");
2.6% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Federated Class (the"Federated Restitution Sum");
(h) 0.3% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to Franklin-Templeton Class (the"Franklin-Templeton Restitution Sum");
38.3% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Invesco/AIM Class (the"Invesco/AIM Resitution Sum");
0.5% of the funds in the OAG Restitution Escrow Account, plus the interestearned or accrued on that portion of the originally deposited funds, minus anyapplicable taxes or escrow fees chargeable to that portion of the originallydeposited funds, shall be allocated to the Janus Class (the "Janus RestitutionSum");
(k)
7.3% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally deposited
(fl
(g)
(i)
G)
26
funds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the MFS Class (the "MFSRestitution Sum");
2.2% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the One Group Class (the "OneGroup Restitution Sum");
19.1% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Pilgrim Baxter Class (the"Pilgrim Baxter Restitution Sum");
(n) 0.7% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Putnam Class (the "PutnamRestitution Sum");
(o) 9.7% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the RS Class (the "RS RestitutionSum");
0.1% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Scudder Class (the "ScudderRestitution Sum"); and
0.9% of the funds originally deposited in the OAG Restitution Escrow Account,plus the interest earned or accrued on that portion of the originally depositedfunds, minus any applicable taxes or escrow fees chargeable to that portion of theoriginally deposited funds, shall be allocated to the Strong Class (the "StrongRestitution Sum").
11. Consistent with the terms of the OAG Escrow Agreement, the Restitution Sums
shall be distributed to eligible Class Members along with the Severed Settlement Sums and all
other settlement proceeds recovered in each of the respective Sub-Tracks in accordance with the
terns of the Plans of Allocation ultimately approved by the Court in such Sub-Tracks. In each of
(1)
(m)
(P)
(9)
27
the respective Sub-Tracks, after the occurrence of the Effective Date of the respective Severed
Settlements and after the Court has approved the distribution of the settlement proceeds to eligible
Class Members, the Canary Defendants shall use their best efforts to cause the OAG to authorize
the distribution of the respective Restitution Sums to the eligible Class Members in accordance
with the terms of the Court-approved Plans of Allocation.
12.
The Parties shall endeavor in good faith to obtain the consent of the OAG to
permit the Court-appointed Notice and/or Claims Administrator to expend a portion of the OAG
Restitution Fund to fund the Costs of Notice and Administration of the Severed Settlements,
provided, however, that no (a) award of attorneys' fees or expenses shall be deducted from the
OAG Restitution Fund, and (b) the amount of the OAG Restitution Fund shall not be considered
with respect to, or included in any calculation submitted in connection with, any request for an
award of attorneys' fees or expenses in any of the Actions.
NOTICE AND ADMINISTRATION
13.
As set forth above, it is the express intention of the Parties hereto to effectuate
Notice and Administration of each of the respective Severed Settlements, to the maximum extent
practicable, through the Notice and Administration programs to be agreed upon between Plaintiffs
and the Fund Family Defendants and consented to by the Canary Defendants in the respective
actions (with such consent not to be unreasonably withheld). In any Action in which a settlement
with the Fund Family Defendants in that Action is not reached, the Parties to the Severed
Settlement in such Action shall cooperate in good faith to co-ordinate the notice and administration
of such Severed Settlement with the notice and administration of any other settlements that may be
reached with other defendants in that Action. See relevant Notice and Administration provisions
contained in the respective Severed Settlement Agreements attached hereto as Exhibits 1-17.
28
CROSS-CLAIM RELEASES; MASTER AGREEMENT EFFECTIVE DATE
14. In each Action, as a condition of settling with the Fund Family Defendants,
Plaintiffs in that Action shall obtain a cross-claim release from such settling defendants (on
behalf of themselves, their heirs, executors, administrators, successors and assigns) releasing the
Canary Released Parties from any and all claims relating to market timing, late trading, or short-
term or excessive trading, including "unknown claims," in accordance with the terms of the
respective Severed Settlements (each a "Cross-Claim Release"). The Canary Defendants (on
behalf of themselves, their heirs, executors, administrators, successors and assigns) shall provide
a reciprocal and co-extensive release of (i) any such settling Fund Family Defendants, and their
Related Parties, that provides a Cross-Claim Release to the Canary Released Parties, and (ii)
each other settling Other Defendant, and its Related Parties, that agrees to provide a Cross-Claim
Release to the Canary Released Parties. In each Fund Family Sub-Track, each such Cross-Claim
Release and reciprocal cross-claim release shall be structured so that it becomes effective at such
time as the settlements involving the Canary Defendants and such settling Fund Family
Defendants and/or other settling Other Defendants in each such Fund Family Sub-Track become
effective.
15. No Severed Settlement shall be presented to the Court for preliminary approval in
any Fund Family Sub-Track until: (A) (i) Plaintiffs in that Sub-Track have obtained the agreement
of the respective Fund Family Defendants to provide a Cross-Claim Release of the Canary
Released Parties; or (ii) Plaintiffs in that Sub-Track have failed to settle with the respective Fund
Family Defendants and the claims against those entities have been litigated to a final, non-
appealable judgment; and (B) the Parties have executed Severed Settlement Agreements and the
Canary Released Parties have received Cross-Claim Releases from the Fund Family Defendants in
the Alliance, Invesco/AIM, and MFS Fund Family Sub-Tracks.
29
16. Subject to the terns of paragraph 21 below, in the event that Plaintiffs in a
particular Sub-Track settle with the Fund Family Defendants in that Fund Family Sub-Track but
fail to obtain the agreement of the Fund Family Defendants to provide a Cross-Claim Release of
the Canary Released Parties, the Canary Defendants can, at their sole option, within ninety (90)
days of entry of an Order and Final Judgment approving the Severed Settlement in that Sub-Track,
void the Severed Settlement with respect to such Fund Family Sub-Track, and get back from the
Canary Escrow Account or respective Fund Family Escrow Account the Settlement Amount
allocated to that Fund Family Sub-Track (plus any interest earned or accrued thereon, less any
applicable taxes dr escrow fees or costs); provided, however, that the Canary Defendants shall not
be entitled to the return of Costs of Notice or Administration paid or incurred with respect to such
Severed Settlement prior to receipt of written notice by Plaintiffs' Counsel in such Sub-Track of
the Canary Defendants' decision to void such Severed Settlement.
17.
The Master Agreement Effective Date shall occur on the date when each of the
following has occurred:
(a) The Canary Defendants shall have been provided with, through the
respective Fund Family Settlements set forth in paragraph 17(c) below (and as referred to
in the respective Severed Settlements referred to in paragraph 17(b) below): (i) the
Cross-Claim Release from the Fund Family Defendants in the Alliance Sub-Track; (ii)
the Cross-Claim Release from the Fund Family Defendants in the Invesco/AIM Sub-
Track; and (iii) the Cross-Claim Release from the Fund Family Defendants in the MFS
Sub-Track;
30
(b) Preliminary Approval Orders shall have been entered by the Court
preliminarily approving and directing notice of: (i) the Alliance Severed Settlement; (ii)
the Invesco/AIM Severed Settlement; and (iii) the MFS Severed Settlement; and
(c)' Preliminary approval orders shall have been entered by the Court
approving and directing notice of settlements between Plaintiffs on the one hand and the
Fund Family Defendants on the other hand in the following Fund Family Sub-Tracks: (i)
Alliance Sub-Track; (ii) the Invesco/AIM Sub-Track; and (iii) the MFS Sub-Track.
18.
Upon the occurrence of the Master Agreement Effective Date, the Canary
Defendants shall have no further right to void this Master Agreement or the global settlement
contemplated herein and shall not be entitled to the return of any portion of the $15,000,000
Settlement Amount except as otherwise provided herein.
OTHER REPRESENTATIONS
19. Stern represents that the $15,000,000 Settlement Amount, taken in conjunction
with the $30,000,000 paid in the settlement with the OAG, equals or exceeds the total proceeds,
including all profits from trading in mutual funds and all management and performance fees, that
he received or earned, directly or indirectly (whether or not from any of Canary Capital Partners,
LLC, Canary Capital Partners, Ltd., and Canary Investment Management, LLC), from market
timing, late trading, or short-term or excessive trading activities by or on behalf of the Canary
Defendants.
COOPERATION
20. Stern will continue to fully cooperate in providing all non-privileged relevant
documents (including, among other things, emails, notes of meetings, profit calculations, and
trading records). Stern will continue to make himself available on reasonable notice until such
time as Plaintiffs' Counsel has obtained full disclosure of his conduct and knowledge about market
31
timing, late trading, or short-term or excessive trading transactions in mutual funds. This
disclosure is not limited to the Actions or to parties to the Actions. The information provided by
Stern may be used by Plaintiffs as part of their allegations in pleadings in the Actions. It may also
be used in any new pleadings, provided that the information obtained through Stern's cooperation
will not be disseminated to any party or counsel who has not agreed to be bound by the terms of
this Master Agreement. Stern will continue to be available to formally testify before or at trial at
Plaintiffs' Counsel's request. All representations made by Stern, including but not limited to
formal testimony and informal interviews, will be truthful.
VOIDANCE CONTINGENCIES;LIMITATIONS ON VOIDANCE OPTIONS
21. In the event that one or more Severed Settlement Agreements are voided pursuant
to the terms of such Severed Settlement Agreement(s), or pursuant to the terms of any
"Supplemental Agreement" entered into in connection with such Severed Settlement Agreement(s)
setting forth certain voidance rights with respect to opt-outs, to the extent that any relevant portion
of the Settlement Amount has not yet been transferred out of the Canary Escrow Account, the
Canary Escrow Agents, within ten (10) days of receiving written notice from any Party that one or
more of the Severed Settlement Agreements is being voided, shall return to the Canary Defendants
such portion of the Settlement Amount allocated to the Severed Settlement(s) that have been
voided (plus any interest earned or accrued thereon, less any taxes thereon and escrow fees or costs
owed thereon, and less the amount of any Costs of Notice or Cost of Administration already paid
or incurred in such Sub-Track prior to the Canary Defendants' providing notice of voidance in that
Sub-Track).
22.
In the event a Severed Settlement is voided in a Sub-Track where the relevant
portion of the Settlement Amount has already been transferred to a Fund Family Escrow Agent (or
32
any other escrow agent under the Default Escrow Procedures), the respective Fund Family Escrow
Agent (or other escrow agent), within ten (10) days of receiving written notice from any Party that
such Severed Settlement is being voided, shall return to the Canary Defendants such portion of the
Settlement Amount allocated to such Severed Settlement (plus any interest earned or accrued
thereon, less any taxes thereon and escrow fees owed thereon, and less the amount of any Costs of
Notice or Cost of Administration already paid or incurred in such Sub-Track prior to the Canary
Defendants' providing notice of voidance in that Sub-Track).
23. The escrow agents shall maintain accurate records of all expenditures from the
respective escrow accounts that they administer, and shall provide such records to Canary
Defendants' Counsel in the event that any of the Severed Settlement Agreements, is voided.
24. Notwithstanding any other provision of this Master Agreement to the contrary,
however, the Canary Defendants cannot void any Severed Settlement Agreement that has already
become Effective under the terms of that Severed Settlement Agreement. In the event that the
Canary Released Parties do not receive the Cross Claim Releases in the Alliance, Invesco/AIM,
and MFS Fund Family Sub-Tracks within two (2) years of the date of execution of this Master
Agreement, the Canary Defendants shall have the right to void this Master Agreement and all
Severed Settlements and all moneys in all relevant escrow accounts, less any escrow fees or costs
or Costs of Notice or Cost of Administration incurred and payable from such accounts, shall be
returned to the Canary Defendants. This voidance right shall expire when the Effective Date of
this Master Agreement has occurred in accordance with paragraph 17 above.
MISCELLANEOUS PROVISIONS ,
25.
The Canary Defendants expressly deny any wrongdoing, liability or damages.
This Master Agreement and any proceedings taken pursuant to it:
33
(a) shall not be offered or received against the Canary Released Parties as
evidence of, or construed as, or deemed to be evidence of any presumption, concession,
or admission by the Canary Released Parties with respect to the truth of any fact alleged
by Plaintiffs or the Class Members or the validity of any claim that was or could have
been asserted against Canary Released Parties in the Actions or in any other litigation, or
of any liability, negligence, fault, or other wrongdoing of any kind of the Canary
Released Parties;
(b) shall not be offered or received against the Canary Released Parties as
evidence of a presumption, concession or admission of any fault, misrepresentation or
omission with respect to any statement or written document approved or made by the
Canary Released Parties, or against Plaintiffs or the Class Members as evidence of any
infirmity in the claims of Plaintiffs or the Class Members;
(c) shall not be offered or received against the Canary Released Parties, or
against Plaintiffs or the Class Members, as evidence of a presumption, concession or
admission with respect to any liability, negligence, fault or wrongdoing of any kind, or in
any way referred to for any other reason as against any of the Canary Released Parties, in
any other civil, criminal or administrative action or proceeding, in any forum, other than
such proceedings as may be necessary to effectuate the provisions of this Agreement;
provided, however, that the Canary Released Parties may refer to it to effectuate the
protection from liability granted them hereunder;
(d) shall not be construed against the Canary Released Parties, or Plaintiffs or
the Class Members, as an admission, concession, or presumption that the consideration to
34
be given hereunder represents the amount which could be or would have been recovered
after trial; and
(e) shall not be construed against Plaintiffs or the Class Members as an
admission, concession, or presumption that any of their claims are without merit or that
damages recoverable against Canary in the Actions would not have exceeded the
Settlement Amount.
26. The Parties agree to cooperate with one another in seeking Court approval of each
of the Severed Settlements attached to this Master Agreement, and to use their best efforts to
consummate each of the Severed Settlements.
27. The administration and consummation of each of the Severed Settlements
attached to this Master Agreement shall be under the authority of the Court, and the Court shall
retain jurisdiction for the purpose of entering orders providing for awards of attorneys' fees and
expenses to Plaintiffs' Counsel and enforcing the terms of this Master Agreement and each of the
Severed Settlements.
28. This Master Agreement, the Severed Settlement Agreements attached as exhibits
hereto, and the Supplemental Agreements executed in connection with the respective Severed
Settlements reflect the entirety of the respective agreements among the parties hereto concerning
the settlement of the respective Actions with the Canary Defendants, and no representations,
warranties, or inducements have been made by any party hereto concerning this Master
Agreement, the Severed Settlement Agreements attached as exhibits hereto, and the Supplemental
Agreements executed in connection with the respective Severed Settlements other than those
contained and memorialized in such documents.
35
29. The construction, interpretation, operation, effect and validity of this Master
Agreement shall be governed by the internal laws of the State of Maryland without regard to
conflicts of laws, except to the extent that federal law requires that federal law govems.
30.
The headings herein are used for the purpose of convenience only and are not
meant to have legal effect.
31. This Master Agreement shall not be construed more strictly against one Party than
another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for
one of the Parties, it being recognized it is the result of arm's-length negotiations between the
Parties and all Parties have contributed substantially and materially to the preparation of this
Master Agreement.
32. All counsel executing this Master Agreement warrant and represent that they have
the full authority to do so, and the counsel for the parties to the respective Severed Settlements,
further represent and warrant that they have the authority to take appropriate action required or
permitted to be taken pursuant to this Master Agreement or the respective Severed Settlement to
effectuate its terms with respect to the respective Severed Settlements.
33. This Master Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, successors and assigns, and
upon any corporation or other entity into or with which any Party hereto may merge or consolidate.
34.
The waiver by one Party of any breach of this Master Agreement by another Party
shall not be deemed a waiver of any other prior or subsequent breach of this Master Agreement.
35. This Master Agreement may be executed in one or more original, photocopied,
electronically scanned or facsimile counterparts. All executed counterparts and each of them shall
be deemed to be one and the same instrument.
36
IN WITNESS WHEREOF, this Master Agreement has been executed by the undersigned
counsel of record, as of the dates set forth below, on behalf of each of the respective Parties set
forth below:
Dated: January , 2010
BARROWAY TOPAZ KESSLER MELTZE ' HECK, LLP
Lead Class Counsel in the Alger Class Action, on behalf of theAlger Class Action Lead Plaintiffs
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Alger Fund Derivative Action, onbehalf of the Alger Fund Derivative Plaintiffs
BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
&fretbyOA
By
c
pusuon)Da 'd Kessler
/ /Michael K. Yamoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Alliance Class Action,on behalf of the Alliance Class Action Lead Plaintiffs
David KesslerMichael K. Yarnoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
By:
37
IN WITNESS WHEREOF, this Master Agreement has been executed by the undersigned
counsel of record, as of the dates set forth below, on behalf of each of the respective Parties set
forth below:
Dated: January , 2010
BARROWAY TOPAZ KESSLER MELTZER &CHECK, LLP
By:David KesslerMichael K. Yarnoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Alger Class Action, on behalfof theAlger Class Action Lead Plaintiffs
WOLF HAIDENSTEIN ADL R FREEMAN & HERZ LLP
r C. Rifkinemet Basar
270 Madison Ave.New York, NY 10016Telephone: (212) 5454600
By:
Lead Derivative Counsel in the Alger Fund Derivative Action, onbehalf of the Alger Fund Derivative Plaintiffs
BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
By:David KesslerMichael K. Yarnoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Alliance Class Action,on behalf of the Alliance Class Action Lead Plaintffs
37
POMERANTZ
EK GROSSMAN & GROSS, LLP
By:. Ad
russin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Alliance Fund Derivative Action,on behalf of the Alliance Fund Derivative Plaintiffs
WOLF POPPER LLP
By:Chet B. WaldmanAndrew E. Lencyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Allianz Dresdner (PIMCO) ClassAction, on behalf of the Allianz Dresdner (PIMCO) Class ActionLead Plaintiff
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:
Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel In the Allianz Dresdner (PIMCO) FundDerivative Action, on behalf of the Allianz Dresdner (PIMCO)Fund Derivative Plaints
38
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Pros=100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Alliance Fund Derivative Action,on behalf of the Alliance Fund Derivative Plaintiffs
WOLF POPPER LLP
By:Chet B. WaldmanAndrew E. Lencyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Allianz Dresdner (PIMCO) ClassAction, on behalf of the Allianz Dresdner (PIMCO) Class ActionLead Plaintiff
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:
Mark C. RilldnDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Allianz Dresdner (PIMCO) FundDerivative Action, on behalf of the Allianz Dresdner (PIMCO)Fund Derivative Plaintiffs
38
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Alliance Fund Derivative Action,on behalf of the Alliance Fund Derivative Plaintiffs
WOLF POPPER LLP
By:Chet B. WaldmanAndrew E. Lencyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Allianz Dresdner (PIMCO) ClassAction, on behalf of the Allianz Dresdner (PIMCO) Class ActionLead Plaintiff
WOLF HA ENSTEIN AD FREEMAN & HERZ LLP
Lead Derivative Counsel in the Allianz Dresdner (PIMCO) FundDerivative Action, on behalf of the Allianz Dresdner (PIMCO)Fund Derivative Plaintiffs
ark , RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
By:
38
LABATON SUCHAROW LLP
Lawrence Sucharow140 BroadwayNew York, NY 10005Telephone: (212) 907-0700
Lead Class Counsel in the Bank ofAmerica/Nations ClassAction, on behalf of the Bank of America/Nations Class ActionLead Plaintiffs
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:
Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Bank of America/Nations FundDerivative Action, on behalf of the Bank ofAmerica/NationsFund Derivative Plaint
MH BERG LLP
By:Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
Lead Class Counsel In the Columbia Class Action, on behalf ofthe Columbia Class Action Lead Plaintiff
By;
39
LABATON SUCHAROW LLP
By:Lawrence Sucharow740 BroadwayNew York, NY 10005Telephone: (212) 907-0700
Lead Class Counsel in the Bank of America/Nations ClassAction, on behalf ofthe Bank of America/Nations Class ActionLead Plaintiffs
WOLF HALDEINS^ ApLEEMAN & HERZ LLP
Mar k C. RifkinDemet Basar
r
270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Bank ofAmerica/Nations FundDerivative Action, on behalf of the Bank of America/NationsFund Derivative Plaintiff
MILBERG LLP
By:Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
Lead Class Counsel in the Columbia Class Action, on behalf ofthe Columbia Class Action Lead Plaintiff
By:
39
LABATON SUCHAROW LLP
By:Lawrence Sucharow140 BroadwayNew York, NY 10005Telephone: (212) 907-0700
Lead Class Counsel in the Bank of America/Nations ClassAction, on behalf of the Bank of America/Nations Class ActionLead Plaintiffs
WOLF HALDENSTEAV ADLER FREEMAN & HERZ LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Bank of America/Nations FundDerivative Action, on behalf of the Bank of America/NationsFund Derivative Plaintiff
Lead Class Counsel in the Columbia Class Action, on behalf ofthe Columbia Class Action Lead Plaintiff
Cli. Goodsteine 'e Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
WOLF BALD ` STEEV ADL " ' EMAN & HERZ LLP
Lead Derivative Counsel in the Columbia Fund DerivativeAction, on behalf of the Columbia Fund Derivative Plaintiffs
BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
By:David KesslerMichael K. Yamoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Excelsior Class Action, on behalf ofthe Excelsior Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Excelsior Fund DerivativeAction, on behalfof the Excelsior Fund Derivative Plaintiffs
Ma C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
By:
40
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:
Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Columbia Fund DerivativeAction, on behalfof the Columbia Fund Derivative Plaintiffs
BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
By: ^•(iJ^(by JL
rt)wlrenmtttoD 'd KesslerMichael K. Yamoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Excelsior Class Action, on behalf ofthe Excelsior Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Excelsior Fund DerivativeAction, on behalf ofthe Excelsior Fund Derivative Plaintiffs
40
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Columbia Fund DerivativeAction, on behalf of the Columbia Fund Derivative Plaintiffs
BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
By:David KesslerMichael K. Yarnoff280 King of Prussia RoadRadnor, Pennsylvania 19087Telephone: (610) 667-7706
Lead Class Counsel in the Excelsior Class Action, on behalf ofthe Excelsior Gass Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
Lead Derivative Counsel in the Excelsior Fund DerivativeAction, on behalf of the Excelsior Fund Derivative Plaintiffs
as
himiclesDen'
avis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
40
BERNSTEIN LIEBRARD & LIFSHITZ, LLP
Lead Class Counsel in the Federated Class Action, on behalf ofthe Federated Class Action Lead Plaintiffs
POMERANTZ IIAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Prussm100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Federated Fund DerivativeAction, on behalf of the Federated Fund Derivative Plaintiffs
WOLF POPPER LLP
By: Chet B. WaldmanAndrew E. Lencyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Franklin-Templeton CS: Action, onbehalf of the Franklin-Templeton Class Action Lead Plaintiff
_k.
..-:.Lt'..'-U. Seth Ottensoser
0 East 40th Street22nd FloorNew York, New York 10016Telephone: (212)779-1414
By:
41
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
By:U. Seth Ottensoser10 East 40th Street22nd FloorNew York, New York 10016Telephone: (212) 779-1414
Lead Class Counsel in the Federated Class Action, on behalf ofthe Federated Class Action Lead Plaints
POMERANT; UDEK GROSSMAN & GROSS, LLP
By:H. A.< Prussm100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Federated Fund DerivativeAction, on behalf of the Federated Fund Derivative Plaintiffs
WOLF POPPER LLP
By:Chet B. WaldmanAndrew E. Len cyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Franklin-Templeton Class Action, onbehalf of the Franklin-Templeton Class Action Lead Plaintiff
41
BERNSTEIN LIEBHARD & LIFSHITZ, LLP
By:U. Seth Ottensoser10 East 40th Street22nd FloorNew York, New York 10016Telephone: (212) 779-1414
Lead Class Counsel in the Federated Class Action, on behalf ofthe Federated. Class Action Lead Plaintiffs
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By: H. Adam Prussm100 Park AvenueNew YorIr, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Federated Fund DerivativeAction, on behalfofthe Federated Fund Derivative Plaintiffs
'9VOLF POPPER LLP
By:
/rr v r
v/'v//
Chet 13. WaldmanAndrew E. Leneyk845 Third AvenueNew York, New York 10022Telephone: (212) 759-4600
Lead Class Counsel in the Franklin-Templeton Class Action, onbehalf of the Franklin-Templeton Class Action Lead M1r:tii f
41
CHIMICLES & TIKELLIS LLP
Lead Derivative Counsel in the Franklin-Templeton FundDerivative Action, on behalf of the Franklin-Templeton FundDerivative Plaintiffi
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By:Chad JohnsonWilliam C. FredericksJerald Bien-Willner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in Me Jnveico/AIM Class Action, on behalfof the Invesco/AIM Class Action Lead Plaintiff
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:Mark C. Ri fkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Invesco/AD9 Furl Derivati veAction, on behalf of the Lrvesco/AIM Fund Derivative Plairriiffs
_.^ ^.
Nicl:la rimiclesDenis :avisSchwartzmanTi• oth N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
By:
42
CHIMICLES & TIKELLIS LLP
By:
Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Franklin-Templeton FundDerivative Action, on behalf of the Franklin-Templeton FundDerivative Plaintiffs
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
Lead Class Counsel in the Invesco/AIM Class Action, on behalfof the Invesco/AIM Class Action Lead Plaintiff
WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Invesco/AIM Fund DerivativeAction, on behalf of the Invesco/AIM Fund Derivative Plaintiffs
Chad Jo onWilli• C. Fred IcksJer• d Bien- , lner128 A e of the AmericasNew York, New York 10019Telephone: (212) 554-1400
By:
42
CFIIMICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Franklin-Templeton FundDerivative Action, on behalf of the Franklin-Templeton FundDerivative Plaintiffs
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By:Chad JohnsonWilliam C. FredericksJerald Bien-Willner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in the Invesco/AIM Class Action, on behalfof the Invesco/AIM Class Action Lead Plaintiff
Lead Derivative Counsel in the Invesco/AIM Fund DerivativeAction, on behalf of the Invesco/AIM Fund Derivative Plaintiffs
By:Ma C. RiflcinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
42
Lead Class Counsel in the Janus Class Action, on behalf of theJanus Class Action Lead Plaintiff
CHIMICLES & TIICELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Janus Fund Derivative Action,on behalf of the Janus Fund Derivative Plaintiffs
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By: Chad JohnsonWilliam C. FredericksJerald Bien-W illner7285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in the MFS Class Action, on behalf of theMFS Class Action Lead Plaintiff
Mark C. 'slump yLaura S hlichtmann840 Malcom Road, Suite 200Burlingame, Califomia 94010Telephone: (650) 697-6000
43
COTCNETT, PITRE, SIMON & McCARTHY
By:Mark C. MolumphyLaura Schlichtmann840 Malcom Road, Suite 200Burlingame, California 94010Telephone: (650) 697-6000
Lead Class Counsel in the Janus Class Action, on behalf of theJanus Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
Aicho a s!% imicles
Beni
is Schwartzman1mothyN. Mathews
361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Janus Fund Derivative Action,on behalf of the Janus Fund Derivati ve Plaintiffs
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By:Chad JohnsonWilliam C. FredericksJerald Bien-Willner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel lu the MFS Class Action, on behalf of OreMFS Class Action Lead Plaintiff
By:
43
COTCHETT, PITRE, SIMON & McCARTHY
By:Mark C. MolumphyLaura Schlichtmann840 Malcom Road, Suite 200Burlingame, California 94010Telephone: (650) 697-6000
Lead Class Counsel in the Janus Class Action, on behalf of theJanus Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Janus Fund Derivative Action,on behalf of the Janus Fund Derivative Plaintiffs
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
Lead Class Counsel in the MFS Class Action, on behalf of theMFS Class Action Lead Plaintiff
ChadWilliJeral^ :' - inner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
By:
43
POMERANTZ
EK GROSSMAN & GROSS, LLP
Lead Derivative Counsel in the MFS Fund Derivative Action, onbehalf of the MFS Fund Derivative Plaintiffs
MILBERG LLP
By: Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
Lead Class Counsel in the One Group Class Action, on behalf ofthe One Group Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:
Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the One Group Fund DerivativeAction, on behalf of the One Group Fund Derivative Plaintiffs
Adam 'russm100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
By:
44
POMERANTZ HAUDER GROSSMAN & GROSS, LLP
By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the MFS Fund Derivative Action, onbehalf of the MFS Fund Derivative Plaintiffs
Lead Class Counsel in the One Group Class Action, on behalf ofthe One Group Class Action Lead Plaintiff
C NIICLES & TIKELLIS LLP
By:Nicholas E. CrinklesDenise Davis SchwarhananTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the One Group Fund DerivativeAction, on behalf of the One Group Fund Derivative Plaintiffs
MILBERG LLP
By:Cli ` GoodsteinOn Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
44
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1 100
Lead Derivative Counsel in the MFS Fund Derivative Action, onbehalf of the MFS Fund Derivative Plaintiffs
MILBERG LLP
By:Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
Lead Class Counsel in the One Croup Class Action, on behalf ofthe One Group Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
Lead Derivative Counsel in the One Group Fund DerivativeAction, on behalf of the One Group Fund Derivative Pluintiffs
himiclesDavis Schwartzman
'moth), N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
By:
44
BERNSTEIN LITOVYITZ BERGER & GROSSMANN LLP
By: Chad JohnWilliam r
sJerald
i ner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in the Pilgrim Baxter Class Action, onbehalf of the Pilgrim Baxter Class Action Lead Plaintiff
CHEV ICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Pilgrim Baxter Fund DerivativeAction, on behalf of the Pilgrim Baxter Fund DerivativePlaintiffs
WAITE, SCHNEIDER, BAYLESS & CHESLEY CO., L.P.A.
By:Stanley M. Chesley1513 Fourth & Vine TowerOne West Fourth StreetCincinnati, Ohio 45202Telephone: (513) 621-0267
Lead Class Counsel in the Putnam Class Action, on behalf of thePutnam Class Action Lead Plaintiffs
45
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By:Chad JohnsonWilliam C. FredericksJerald Bien-Winner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in the Pilgrim Batter Gass Action, onbehalf of the Pilgrim Baxter Class Action Lead Plahrti f
CHIMICLES & TIKELLIS LLP
A I./is ol. ^himicles
Den' ► avis SchwartzmanT' o y N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Pilgrim Barter Fund DerivativeAction, on behalf of the Pilgrim Baxter Fund DerivativePlaintiffs
WAITE, SCHNEIDER, BAYLESS & CHESLEY CO., L.P.A.
By:
Stanley M. Chesley1513 Fourth & Vine TowerOne West Fourth StreetCincinnati, Ohio 45202Telephone: (513) 621-0267
Lead Class Counsel in the Putnam Class Action, an behalf of thePutnam Clasr Action Lead Plaintiffs
By:
45
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By:Chad JohnsonWilliam C. FredericksJerald Bien-Willner1285 Avenue of the AmericasNew York, New York 10019Telephone: (212) 554-1400
Lead Class Counsel in the Pilgrim Baxter Class Action, onbehalf of the Pilgrim Baxter Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:
Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueHaverford, PA 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Pilgrim Baxter Fund DerivativeAction, on behalf of the Pilgrim Baxter Fund DerivativePlaintiffs
WAITE, SCHNEIDER, BAYLESS & CHESLEY CO., L.P.A.
Lead Class Counsel in the Putnam Class Action, on behalf of thePutnam Class Action Lead Plaintiffs
By:Stanley M. Ch 'ley1513 Fourth & Vine TowerOne West Fourth StreetCincinnati, Ohio 45202Telephone: (513) 621-0267
45
POMERANTZ
ER GROSSMAN & GROSS, LLP
Lead Derivative Counsel in the Putnam Fund Derivative Action,on behalf of the Putnam Fund Derivative Plaintiffs
STULL, STULL & BRODY
By:Jules Brody6 Bast 45`h StreetNew York, New York 10017Telephone: (212) 687-7230
Lead Class Counsel in the RS Class Action, on behalf of the RSClass Action Lead Plaintiff
BERGER & MONTAGUE, P.C.
By:Lawrence DeutschGlen L. Abramson1622 Locust StreetPhiladelphia, Pennsylvania 19103Telephone: (215) 875-3000
Lead Class Counsel in the Scudder Class Action, on behalf of theScudder Class Action Lead Plaintiffs
H. A.. Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
By:
46
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Putnam Fund Derivative Action,on behalfof the Putnam Fund Derivative Plaintiffs
STULL, STULL & BRODY
BrodyEast 45 01 Street
New York, New York 10017Telephone: (212) 687-7230
By:
Lead Class Counsel in the RS Class Action, on behalf of the RSClass Action Lead Plaintiff
BERGER & MONTAGUE, P.C.
By:Lawrence DeutschGlen L. Abramson1622 Locust StreetPhiladelphia, Pennsylvania 19103Telephone: (2)5) 875-3000
Lead Class Counsel in the Scudder Class Action, on behalf of theScudder Class Action Lead Plaintiffs
46
POMERANTZ HAUDEK GROSSMAN & GROSS, LLP
By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100
Lead Derivative Counsel in the Putnam Fund Derivative Action,on behalf of the Putnam Fund Derivative Plaintiffs
STULL, STULL & BRODY
By:Jules Brody6 East 45d' StreetNew York, New York 10017Telephone: (212) 687-7230
Lead Class Counsel in the RS Class Action, on behalf of the RSClass Action Lead Plaintf
BERGER & MONTAGUE, P.C.
Lawrence DeutschGlen L. Abramson1622 Locust StreetPhiladelphia, Pennsylvania 19103Telephone: (215) 875-3000
Lead Class Counsel in the Scudder Class Action, on behalf of theScudder Class Action Lead Plaintiffs
By:
46
Lead Derivative Counsel in the Scudder Fund Derivative Action,on behalf of the Scudder Fund Derivative Plaintiffs
MILBERG LLP
By:Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 10119Telephone: (212) 594-5300
Lead Class Counsel in the Strong Class Action, on behalf of theStrong Class Action Lead Plaintiff
CHIMICLES & TIKELLIS LLP
By:Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueOne Haverford CentreHaverford, Pennsylvania 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Strong Fund Derivative Action,on behalfof the Strong Fund Derivative Plaintiffs
I/Mar •.RiDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
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WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Scudder Fund Derivative Action,on behalf of the Scudder Fund D ' wive Plaintiffs
Lead Class Counsel in the Strong Class Action, on behalf of theStrong Class Action Lead Plaintiff
CHIMICLES & THKELLIS LLP
By: Nicholas E. ChimiclesDenise Davis SchwartzmanTimothy N. Mathews361 West Lancaster AvenueOne Haverford CentreHaverford, Pennsylvania 19041Telephone: (610) 642-8500
Lead Derivative Counsel in the Strong Fund Derivative Action,on behalf of the Strong Fund Derivative Plaintiffs
By:Clifford ' dsteinOne P^^•. ylvania PlazaNew • ork, New York 10119Telephone: (212) 594-5300
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WOLF HALDENSTEIN ADLER FREEMAN & HERZ.LLP
By:Mark C. RifkinDemet Basar270 Madison Ave.New York, NY 10016Telephone: (212) 545-4600
Lead Derivative Counsel in the Scudder Fund Derivative Action,on behalf of the Scudder Fiurd Derivative Plaintiffs
MILBERG LLP
By:Clifford GoodsteinOne Pennsylvania PlazaNew York, New York 101 . 19Telephone: (212) 594-5300
Lead Class Counsel in the Strong Class Action, on behalf of theStrong Class Action Lead Plaintiff
CHIMICLES & TMKELLIS LLP
r
4 A. f=, re.Nn. 10 s p imiclesDenise '; 'vis SchwartzmanTie- nth
. Mathews361 West Lancaster AvenueOne Haverford CentreHaverford, Pennsylvania 19041Telephone: (610) 642-8500
Lead Derivative Counsel hi the Strong Fund Derivative Action,on behalf of the Strong Fund Derivative Plaintiffs
By:
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KRAMER LEVIN NAFTALIS AND FRANKEL LLP
i
David S. Fr el1177 Avenue of the AmericasNew York, NY 10036Telephone: (212) 715-9258
Attorneys for Canary Capital Partners, LLC, Canary CapitalPartners, La, Canary investment Management, LLC, andEdward Stern
#327066.9
By:
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