MASTER AGREEMENT OF SETTLEMENT WITH CANARY …...Pilgrim Baxter Fund Family Defendants, Putnam Fund...

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

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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

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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;

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(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-

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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;

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(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

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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

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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;

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(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;

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(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:

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(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


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(11) the MFS Sub-Track, consisting of the MFS Class Action and the MFS


(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

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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


(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');

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(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


(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

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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


(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');

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(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:

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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



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


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


WOLF POPPER 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


By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1100


WOLF POPPER LLP



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:

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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


By:


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;

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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


Lead Class Counsel in the Columbia Class Action, on behalf ofthe Columbia Class Action Lead Plaintiff

By:

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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


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


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:

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By:


Lead Derivative Counsel in the Columbia Fund DerivativeAction, on behalfof the Columbia Fund Derivative Plaintiffs


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



Lead Derivative Counsel in the Excelsior Fund DerivativeAction, on behalf ofthe Excelsior Fund Derivative Plaintiffs

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Lead Derivative Counsel in the Columbia Fund DerivativeAction, on behalf of the Columbia Fund Derivative Plaintiffs



Lead Class Counsel in the Excelsior Class Action, on behalf ofthe Excelsior Gass Action Lead Plaintiff


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

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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:

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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


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

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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


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:

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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


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

Chad Jo onWilli• C. Fred IcksJer• d Bien- , lner128 A e of the AmericasNew York, New York 10019Telephone: (212) 554-1400

By:

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CFIIMICLES & TIKELLIS LLP


Lead Derivative Counsel in the Franklin-Templeton FundDerivative Action, on behalf of the Franklin-Templeton FundDerivative Plaintiffs



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

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Lead Class Counsel in the Janus Class Action, on behalf of theJanus Class Action Lead Plaintiff

CHIMICLES & TIICELLIS LLP


Lead Derivative Counsel in the Janus Fund Derivative Action,on behalf of the Janus Fund Derivative Plaintiffs


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

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COTCNETT, PITRE, SIMON & McCARTHY

By:Mark C. MolumphyLaura Schlichtmann840 Malcom Road, Suite 200Burlingame, California 94010Telephone: (650) 697-6000



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



Lead Class Counsel lu the MFS Class Action, on behalf of OreMFS Class Action Lead Plaintiff

By:

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COTCHETT, PITRE, SIMON & McCARTHY

By:Mark C. MolumphyLaura Schlichtmann840 Malcom Road, Suite 200Burlingame, California 94010Telephone: (650) 697-6000




Lead Derivative Counsel in the Janus Fund Derivative Action,on behalf of the Janus Fund Derivative Plaintiffs


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:

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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


By:


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:

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POMERANTZ HAUDER GROSSMAN & GROSS, LLP



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

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By:H. Adam Prussin100 Park AvenueNew York, New York 10017Telephone: (212) 661-1 100


MILBERG LLP


Lead Class Counsel in the One Croup Class Action, on behalf ofthe One Group Class Action Lead Plaintiff


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:

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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


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

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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


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


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:

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Lead Class Counsel in the Pilgrim Baxter Class Action, onbehalf of the Pilgrim Baxter Class Action Lead Plaintiff


By:


Lead Derivative Counsel in the Pilgrim Baxter Fund DerivativeAction, on behalf of the Pilgrim Baxter Fund DerivativePlaintiffs


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

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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:

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Lead Derivative Counsel in the Putnam Fund Derivative Action,on behalfof the Putnam Fund Derivative Plaintiffs


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


By:Lawrence DeutschGlen L. Abramson1622 Locust StreetPhiladelphia, Pennsylvania 19103Telephone: (2)5) 875-3000


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Lead Derivative Counsel in the Putnam Fund Derivative Action,on behalf of the Putnam Fund Derivative Plaintiffs


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


Lawrence DeutschGlen L. Abramson1622 Locust StreetPhiladelphia, Pennsylvania 19103Telephone: (215) 875-3000


By:

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Lead Derivative Counsel in the Scudder Fund Derivative Action,on behalf of the Scudder Fund Derivative Plaintiffs

MILBERG LLP


Lead Class Counsel in the Strong Class Action, on behalf of theStrong Class Action Lead Plaintiff


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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Lead Derivative Counsel in the Scudder Fund Derivative Action,on behalf of the Scudder Fund D ' wive Plaintiffs


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


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


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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MASTER AGREEMENT OF SETTLEMENT WITH CANARY …...Pilgrim Baxter Fund Family Defendants, Putnam Fund...

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Transcript of MASTER AGREEMENT OF SETTLEMENT WITH CANARY …...Pilgrim Baxter Fund Family Defendants, Putnam Fund...