gutride safier reese llp michael r. reese (cal. state bar...

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(Redacted) Declaration of Seth A. Safier In Support of Plaintiffs’ Motion for Class Certification Case No.: 05-cv-04518 (WHA)

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GUTRIDE SAFIER REESE LLP Michael R. Reese (Cal. State Bar No. 206773) Kim E. Richman (admitted pro hac vice) 230 Park Avenue, Suite 963 New York, New York 10169 Telephone: (212) 579-4625 Facsimile: (212) 253-4272

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GUTRIDE SAFIER REESE LLP Adam J. Gutride (Cal. State Bar No.181466) Seth A. Safier (Cal. State Bar No. 197427) Kate J. Stoia (Cal. State Bar No. 183471) 835 Douglass Street San Francisco, California 94114 Telephone: (415) 271-6469 Facsimile: (415) 449-6469 Court Appointed Lead Counsel

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

RONALD SIEMERS and FORREST MCKENNA, Individually And On Behalf Of All Others Similarly Situated, Plaintiff, vs. WELLS FARGO & COMPANY, WELLS FARGO INVESTMENTS, LLC, WELLS FARGO FUNDS MANAGEMENT, LLC, WELLS CAPITAL MANAGEMENT INC., STEPHENS INC., WELLS FARGO FUNDS DISTRIBUTOR, LLC, and WELLS FARGO FUNDS TRUST, Defendants.

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Case No. 05-04518 WHA (REDACTED) DECLARATION OF SETH A. SAFIER IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION Date: May 24, 2007 Time: 8:00 am Ctrm: 9, 19th Floor Judge: Honorable William H. Alsup

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I, Seth A. Safier, declare:

1. I am an attorney licensed to practice before this Court. I am a partner of Gutride

Safier Reese LLP, Lead Counsel for Plaintiffs in this action. I make this declaration of my own

personal knowledge, and if called to testify, I could and would competently testify hereto under

oath.

2. Attached hereto as Exhibit A are true and correct copies of pages from Defendants’

websites that I downloaded and printed on April 19, 2007. It is my belief that substantially similar

information has been available on Defendants’ marketing materials throughout the Class Period.

3. Attached hereto as Exhibit B is a true and correct copy of REDACTED.

4. Attached hereto as Exhibit C is a true and correct copy of REDACTED.

5. Attached hereto as Exhibit D is a true and correct copy of REDACTED.

6. Attached hereto as Exhibit E are true and correct copies of REDACTED.

7. Attached hereto as Exhibit F are true and correct copies of REDACTED.

8. While Plaintiffs do not know the exact number of members of the class, we have

been informed by Wells Fargo Investments that at least 390,000 persons invested in the Wells Fargo

Funds through Wells Fargo Investments. Plaintiffs also believe that Wells Fargo Investments

represents an estimated 80-90% of investors in the Wells Fargo Funds, based on the percentage of

shareholder servicing and 12b-1 fees being paid to Wells Fargo Investments as compared to other

selling agents.

9. Attached hereto as Exhibit G is a true and correct copy of the SEC’s FAIR Fund plan

in In the Matter of Edward D. Jones & Co. L.P.

10. Attached hereto as Exhibit H is a true and correct copy of the firm resume of Gutride

Safier Reese LLP.

11. To date, my law firm Gutride Safier Reese LLP has spent considerable time and

effort litigating this matter and we will continue to commit considerable resources to the on-going

prosecution of this action. Indeed, my law firm already has spent considerable effort reviewing

hundreds of thousands of pages of documents produced in this matter; taken depositions of

Defendants and their employees; drafted and served several sets of discovery requests; drafted

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numerous briefs on both dispositive and discovery issues; and, engaged in mediation.

12. Finally, it is my belief that my law firm Gutride Safier Reese LLP has the necessary

financial resources to adequately and vigorously litigate this action.

Executed this 19th day of April, 2007, at San Francisco, California. I declare under penalty

of perjury under the laws of the United States of America that the foregoing is true and correct.

___/s/ Seth A. Safier__

Seth A. Safier

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DECLARATION OF SERVICE

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United

States and a resident of San Francisco, over the age of 18 years, and not a party to or interest in the

within action; that declarant’s business address is 835 Douglass Street, San Francisco, California

94114.

2. That on April 19, 2007, declarant served the DECLARATION OF SETH A.

SAFIER IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION and

PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION by electronic notice to the parties via the

Court’s ECF system to all parties listed on the attached Service List.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 19th

day of April, 2007, at San Francisco, California.

/s/ Seth A. Safier

SETH A. SAFIER

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Wells Fargo & Co.

Service List Bruce A. Ericson Jacob R. Sorensen Kristin M. Lefevre PILLSBURY WINTHROP SHAW PITTMAN LLP 50 Freemont Street P.O. Box 7880 San Francisco, CA 94105-7880 Tel.: (415) 983-1000 Fax: (415) 983-1200 -and- Clifford C. Hyatt David L. Stanton PILLSBURY WINTHROP SHAW PITTMAN LLP 725 South Figueroa Street, Suite 2800 Los Angeles, CA 90017-5406 Tel.: (213) 488-7100 Fax: (213) 629-1033 Counsel for Defendants Wells Fargo & Co., Wells Fargo Investments, LLC, and H.D. Vest Investment Services Gilbert R. Serota Patrica J. Medina Jason M. Skaggs HOWARD RICE NEMEROVSKI CANADY FALK & RABIN LLP Three Embarcedero Center – Seventh Floor San Francisco, California 94111-4024 Counsel for Defendants, Wells Fargo Funds Management, LLC, Wells Capital Management, Inc., Wells Fargo Funds Distributor, LLC and Stephens, Inc.,

Thomas O. Jacob Vanessa M. Hoffmann OFFICE OF GENERAL COUNSEL, WELLS FARGO & CO. 633 Folsom Street, 7th Floor San Francisco, CA 94107 Tel.: (415) 622-6656 Fax: (415) 975-7864 Counsel for Defendants Wells Fargo & Co., Wells Fargo Funds Management, LLC, Wells Capital Management, Inc., Wells Fargo Funds Trust, and Wells Fargo Investments, LLC

EXHIBIT A

Wells Fargo Private Bank https://www.wellsfargo.com/theprivatebank/

1 of 1 4/19/2007 2:38 PM

Wells Fargo Private Bank provides financial services and products through Wells Fargo Bank, N.A. and its affiliates.© 2007 Wells Fargo. All rights reserved. Member FDIC.

About Wells Fargo | Privacy, Security & Legal | Report Email Fraud | wellsfargo.com

wellsfargo.com | Contact us

Username: Password:

Today, we are the partner of choice for individuals and families with

complex wealth management needs — a partner you can trust to provide

unparalleled solutions and services.

Your experience begins with a local team of professionals who will create a

wealth plan tailored to your current situation that provides enough flexibility

to achieve your long-term goals.

About Us http://www.wellsfargoadvantagefunds.com/html/welcome/about/index.htm

1 of 1 4/19/2007 2:33 PM

Wells Fargo Advantage FundsSM

Wells Fargo was founded in 1852 to serve the banking and expressneeds of a vibrant, expanding nation. From the beginning, the companydistinguished itself by partnering with local specialists to build a reliableteam for the safe delivery of people and their valuables to distantdestinations. Though much has changed since the days of the GoldRush, Wells Fargo still maintains this early commitment to integrity andservice.

At Wells Fargo Advantage FundsSM, we build on this uncommon legacyby providing a broad family of mutual funds for individuals andinstitutions. We offer funds in every key category, each guided by skillfulmoney managers who have been chosen because of their focusedattention to a particular investment style. Over time, we have developeda highly disciplined selection process – applied to both internal andexternal managers – looking to partner with managers who share ourdedication to seeking consistent, long-term results for investors.

This process – and everything we do on behalf of our funds andinvestors – is shaped by our core principles of sound judgment, steadyguidance, and solid partnerships. We believe that our insistence onseeking outstanding, independent money managers, who are backed bythe distinguished heritage of Wells Fargo, offers our investors the firmyet flexible footing they need to navigate today's investment terrain andmove forward to their financial destinations.

This Web site is accompanied by current prospectuses for Wells Fargo Advantage FundsSM and acurrent program description for EdVest®. Consider the investment objectives, risks, charges and expensesof the investment carefully before investing. This and other information can be found in currentprospectuses for Wells Fargo Advantage Funds and a current program description for EdVest. Please read it carefully before investing.

For Section 529 plans an investor's or a designated beneficiary's home state may offer state tax or otherbenefits that are only available for investments in that state's qualified tuition program. Please consider thisbefore investing.

NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

Wells Fargo Today https://www.wellsfargo.com/about/today1

1 of 3 4/19/2007 2:14 PM

Wells Fargo Today: Company Overview – 4th Quarter 2006

Learn about our businesses

WHO WE AREWells Fargo & Company (NYSE: WFC) is a diversified financial services company providing banking, insurance, investments, mortgage and consumer finance for more than 23 million customers through 6,000 stores, the internet and other distribution channels across North America and elsewhere internationally.

We're headquartered in San Francisco, but we're decentralized so every local Wells Fargo store is a headquarters for satisfying all our customers' financial needs andhelping them succeed financially. Wells Fargo has $482 billion in assets and 158,000 team members across our 80+ businesses. We're one of the United States' top-40largest private employers. We ranked fifth in assets and fourth in market value of our stock among our peers as of December 31, 2006.

Our vision: satisfy all our customers' financial needs, help them succeed financially, be known as one of America's great companies and the number-one financial services provider in each of our markets.

Reputation

FORTUNE America's “Most Admired” Large Bank

Ranked 52nd in revenue among all companies in all industries

World's 29th –most profitable company

Barron's Ranked 12th most admired company in the world

Business Ethics Ranked top-20 corporate citizen

BusinessWeek Among top 25 Best Places to Launch a Career

Among top 10 Most Generous Corporate Donors

Forbes Among top 25 U.S. companies in all industries based on a composite ranking of revenue (sales), profits, assets and market value

Ranked nation's 5th most Generous Corporate Foundation


2 of 3 4/19/2007 2:14 PM

Moody's “Aaa” credit-rated U.S. bank

Standard & Poor's Ratings Services

Only bank in the U.S. to be rated “AA+”

Diversity Inc. Among top 50 companies in all industries for diversity

Mergent, Inc. “Dividend Achiever” (publicly-traded companies that increased dividends for last 10+ consecutive years; Wells Fargo has increaseddividends for 18 consecutive years; 23 increases since 1988)

LATINA Style Among top 50 U.S. companies for Latinas

Points of Light Foundation

Excellence in Workplace Volunteer Programs

Working MotherMagazine

Among 100 best companies for working mothers

Change Sciences Group

#1 Online Mortgage Experience

Mortgage Bankers Association

#2 largest U.S. commercial by volume

CIO CIO 100 Winner for Wholesale Internet and Treasury Solutions

KeyNoteWebExcellence

#2 Full-Service Online Brokerage

KEY FACTS (12/31/06) IR INDUSTRY RANKINGS

Assets $482 billion Retail banking cross-sell #1

Full-time team Members 158,000 Small business lender #1

Stores 6,062 Agricultural lending #1

ATMs 6,700 Cross-channel customer experience #1

Market value of stock $120 billion Insurance brokerage sales* #1

Retail home mortgage lender #1

*Wells Fargo owns the largest bank-affiliated insurance broker.

DIVERSITY OF BUSINESSES *


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Our diversity of business lines makes us much more than a bank. We're a diversified financial services company. Our diversity helps us weather downturns that inevitably affect any one segment of our industry.

* Based on historic averages and near future year expectations

POWERFUL DISTRIBUTION#1 in total stores (6,062 stores)#3 in banking stores (3,213 stores in 23 states)#1 in mortgage stores (presence in more than 2,400 stores)Supermarket stores (599 stores)Consumer Finance (1,180 stores)Nation's first bank to provide online account access#1 personal credit market share in Wells Fargo's banking statesOne of nation's largest telephone banking networks (20 million calls monthly)#3 branded bank ATM owner (6,700 ATMs)#2 debit card issuer#1 prime home-equity lender in Wells Fargo's banking states

© 1999 - 2007 Wells Fargo. All rights reserved.

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

UNITED STATES OF AMERICA Before the

SECURITIES AND EXCHANGE COMMISSION

Admin. Proc. File No. 3-11780

In the Matter of

Edward D. Jones & Co., L.P.,

Respondent.

EDWARD JONES' PROPOSED FAIR FUND DISTRIBUTION PLAN

Now comes Respondent Edward D. Jones & Co., L.P. d/b/a Edward Jones ("Edward

Jones") and pursuant to 17 CFR 201.1100, et seq., herewith submits to the Securities and

Exchange Commission ("Commission") and its Independent Consultant ("IC), Edward Jones'

FAIR Fund Distribution Plan.

OVERVIEW

This matter concerns the distribution of $75 million paid by Edward Jones pursuant to a

December 22,2004 order entered against it by the Commission, by consent and without

admitting or denying the facts alleged in the order, concerning Edward Jones' practices related to

the receipt and disclosure of revenue sharing payments received in connection with sales of

mutual fund shares and 529 college savings plans by certain mutual fund families designated by

Edward Jones as preferred. Edward Jones has submitted a plan to distribute the $75 million,

which is set forth below ("Distribution Plan"). The Distribution Plan is subject to the notice and

comment procedure set forth in paragraph 16, and review and approval by the Commission and

an Independent Consultant ("IC") appointed pursuant to the Commission's December 22,2004

order.

FACTUAL AND PROCEDURAL BACKGROUND

1. Edward Jones is a Missouri limited partnership that has been registered with the

Commission as a broker-dealer pursuant to Section 15 of the Exchange Act since 1941. It is also

a member of the National Association of Securities Dealers ("NASD) and the New York Stock

Exchange ("NYSE). Edward Jones' principal offices are located in St. Louis, Missouri.

Edward Jones has more than 8,000 branch offices staffed primarily by one or two registered

investment representatives ("IRs") that provide retail brokerage services throughout the United

States.

2. On December 22, 2004, Edward Jones consented to the entry of an Order

Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing

Remedial Sanctions ("the Order"), without admitting or denying the findings therein. A true and

correct copy of the Order is attached as Exhibit A.'

3. The Order requires, among other things, the appointment of an IC to investigate

and report on, among other things, Edward Jones compliance with the Order; and the payment

by Edward Jones of $75 million into a FAIR Fund established pursuant to 9 308a of the

Sarbanes-Oxley Act. The FAIR Fund is to be distributed for the benefit of Edward Jones'

customers who purchased shares in Preferred Fund Families from January 1, 1999 through

1 In addition to the Commission, Edward Jones was being investigated regarding its mutual fund practices by the NASD, the NYSE, and the United States Attorney for the Eastern District of Missouri ("USAO"). Edward Jones also entered into settlement agreements or consent orders with those authorities at about the same time as its settlement with the Commission. True and correct copies of these agreements and orders are attached as Exhibit B, C and D respectively. This Distribution Plan is for the sole purpose of effectuating the settlement agreement embodied in the SEC Order and, as such, is subject to the conditions set forth in the Order. The Distribution Plan does not purport to make findings of fact or conclusions of law.

December 22, 2004. This FAIR Fund will be administered by the IC as described more fully

below.

4. Edward Jones proposed, and the Commission accepted, Mr. James R. Doty, Esq.

of Baker Botts L.L.P. as the IC pursuant to the Order. Mr. Doty's work is ongoing and it is

anticipated that he will make additional recommendations regarding the remedial measures

described above. The Order provides that Mr. Doty shall administer the FAIR Fund.

5. Edward Jones paid to the Commission the $75 million called for under the Order

and the Commission currently has custody of the $75 million Fair Fund. The Fair Fund is

currently deposited at the U.S. Treasury Bureau of Public Debt ("Treasury") for investment in

government obligations.

DISTRIBUTION PLAN AND PROCEDURES

6. There are a number of features and considerations to this FAIR Fund that

influenced the development of the Distribution Plan, including the following:

(a) there is an overriding goal of distributing as much of the FAIR Fund as

possible to customers on a basis that all customers can participate on an equal basis

subject only to the factors set forth in this Distribution Plan. With that in mind, the

Distribution Plan does not impose upon customers the need and burden to go through a

claim process. Rather, due diligence has shown that Edward Jones reasonably believes

that it can identify customers qualifying for a payment.

(b) because revenue sharing was paid to Edward Jones in most instances

through a formula, Edward Jones is able to calculate the amount of revenue sharing that

Edward Jones received by customer purchases of Preferred Fund Family shares. Again

this factor mitigated against establishing a claim procedure since the relevant information

was within Edward Jones' control.

(c) the majority of the customers who are entitled to a distribution from the

FAIR Fund are current and active customers of Edward Jones. This creates the unique

opportunity to make the distribution through the already existing electronic system for

crediting active customer accounts which in turn greatly reduces the transactional issues

of relying upon mail service to make the distribution. The distributed funds will be

deposited into current customers' brokerage accounts at Edward Jones. Edward Jones

will not receive any fees for managing these funds prior to customer direction as to the

investment use of such funds at Edward Jones. For former or inactive customers, Edward

Jones will utilize the mail and returned mail procedures that are set forth in paragraph 11.

(d) the distribution methodology treats the "benefit" at issue in the Order, as

the benefit Edward Jones received from its customers purchasing Preferred Fund Family

shares from January 1, 1999 through December 3 1,2004 ("the Relevant Period").

7. With the foregoing principals understood, the following terms are defined as

follows:

(a) An "Eligible Customer" is one who purchased Preferred Family mutual

fund shares during the Relevant Period. A purchase means an acquisition of shares

outside of a dividend investment program. For the purchase to qualify, it must also have

occurred at Edward Jones, and therefore Preferred Fund Family shares acquired

elsewhere and transferred into Edward Jones do not qualify as "purchased."

2 Because of record keeping issues and the need to rely upon regularly maintained records, the year end date was selected to end the period of eligibility rather than the December 22,2004 date of the Order.

804173~9 4

A person shall not be an Eligible Customer if such person is: (i) a

participant in the Edward Jones profit sharing and 401(k) plans; (ii) a current employee

(which includes limited partners and general partners) of Edward Jones as defined below,

and an immediate family member of the general partners in Edward Jones (spouse and

children); or (iii) has been identified by the Commission as having submitted fabricated

claims in other Commission matters on a list to be submitted by the Commission to

Edward Jones upon approval of this Distribution Plan. For purposes of defining who is

an employee (including those that are limited partners and general partners), Edward

Jones includes Edward D. Jones & Co., L.P., EDJ Holding Co., Inc. and The Jones

Financial Companies, L.L.L.P.

(b) "Preferred Fund Family" means mutual funds within the American Funds,

Federated Investors, Putnam Investments, Lord Abbett Funds, Van Kampen Investments,

Hartford Mutual Funds and Goldman Sachs Group family of funds that were available for

sale by Edward Jones representatives during the Relevant Period.

(c) "Order" means the Order entered on December 22,2004 and attached

hereto as Exhibit A.

(d) "FAIR Fund" means the $75 million paid by Edward Jones pursuant to the

Order.

(e) "Active" customer account means a current customer of Edward Jones

who has assets currently in the account or who has current activity in the account. An

"inactive" customer account is an account that does not currently have assets in the

account and the account has been inactive for the prior twelve (12) months and a

customer who holds hislher shares at the Preferred Fund Family and not at Edward Jones.

8. Method of Calculation for Each Eligible Customer's Share of the FAIR Fund.

(a) The calculations described herein will be based on Edward Jones' records

and calculated by Edward Jones in accordance with the procedures outlined in this

Distribution Plan. Navigant Consulting will perform certain agreed upon procedures, as

described in Section 14(d) herein, to confirm that the calculations have been made in

compliance with the procedures outlined in this Distribution Plan. The first step in the

calculation is to determine the amount of revenue sharing received by Edward Jones

attributable to each Preferred Fund Family during the Relevant Period. The methods of

calculation of each Eligible Customer's share of the FAIR Fund are intended by the

Commission to result in a payment to each Eligible Customer that restores the impaired

value of the Eligible Customer's investment in a Preferred Fund Family mutual fund.

Some of this impaired value is subject to calculation, while some of this impaired value is

not. The methods of calculation are intended to estimate the impaired value that each

Eligible Customer has suffered and make a payment to such customer in that amount.

(b) The second step is to determine the percentage relationship between the

revenue sharing payments made by each Preferred Fund Family and the total amount of

revenue sharing received by Edward Jones fi-om all Preferred Fund Families during the

Relevant Period. For example, if the total amount of all Preferred Family Fund attributed

revenue sharing was $400,000,000 during the Relevant Period and Preferred Fund Family

A's total attributed revenue sharing during that same time period is $120,000,000, then

the ratio of Preferred Fund Family A to total Preferred Fund Family revenue sharing is

30%.

(c) The third step is to then allocate the FAIR Fund amongst the Preferred

Fund Families by the ratios developed in step two. For example, if Preferred Fund

Family A represents 30% of the total Preferred Fund Family revenue sharing during the

Relevant Period then 30% of the FAIR Fund would be allocated to Eligible Customers

who purchased Preferred Fund Family A. Thus, continuing this example, a total of

$22,500,000 of the FAIR Fund (30% of $75 million) would be allocated as the amount of

revenue sharing benefit earned by Edward Jones to be distributed from the FAIR Fund to

Eligible Customers who purchased Preferred Fund Family A shares during the Relevant

Period.

(d) The fourth step is to reduce the amount of revenue sharing identified in

step three, to a rate of revenue sharing per $1000 of mutual fund shares of each Preferred

Fund Family purchased by eligible customers. This is necessary because revenue sharing

attributed to each Preferred Fund Family was paid at a different rate. Therefore, for each

Preferred Fund Family, Edward Jones will accumulate the total amount of purchases

during the Relevant Period. The purchases will be identified by the total purchase price.

Once the total purchases per Preferred Fund Family is derived, the amount of revenue

sharing reflected in the FAIR Fund (these sums derived through step three) will be

divided by the total purchase amounts of each Preferred Fund Family. In the case of

Preferred Fund Family A, for example, if Edward Jones customers purchased $70 billion

of Preferred Fund Family A, then the $22,500,000 of the FAIR Fund attributable to

Preferred Fund Family A will be divided by $70 billion. This results in a FAIR Fund

Distribution of .32 per $1000 of Preferred Fund Family A mutual fund shares purchased.

(e) The fifth step is then to apply the FAIR Fund payment per $1000 by each

Preferred Fund Family to the Eligible Customers. Edward Jones will assemble a database

I Total Preferred Fund Family 1999-2004 revenue sharing I $400,000,000 1

of all purchases and purchasers of shares in the Preferred Fund Families during the

Relevant Period. An Eligible Customer will have their FAIR Fund payment calculated

with per $1000 values identified in step four times their Preferred Fund Family

purchases. Accordingly, if a customer purchased $100,000 of Preferred Fund Family A

in 1999, that customer would receive $32.00 ($100,000 s 1000 x .32).

EXAMPLE

1 Ratio of Preferred Fund Family A to total revenue sharing I

1 Preferred Fund Family A 1999-2004 revenue sharing

I FAIR Fund I $22,500,000 1

$120,000,000

-

Preferred Fund Family A 1999-2004 purchases

- -

Ratio of Preferred Fund Family A revenue sharing to purchases per $1000

X

Customer Y who purchased $100,000 in Preferred Fund Family A in 1999

- -

Customer Y's share of the FAIR Fund

9. The Method of Distribution To Each Eligible Customer of Their Share of the

FAIR Fund.

(a) If an Eligible Customer has a current and active account with Edward

Jones, that Eligible Customer shall generally, via electronic transfer, receive a credit to

their account. For any Eligible Customer who does not receive an electronic credit, then

Edward Jones shall send payment to such customer. The credit shall appear on the next

regular customer statement with a notation that states: "SEC FAIR Fund Distribution."

In addition, such customer statement mailing shall include a disclosure of the payment

("disclosure statement") setting forth certain information about the distribution as

approved by the Commission.

(b) If an Eligible Customer no longer has an account with Edward Jones or

the account is inactive, then Edward Jones shall send the payment and a disclosure

statement to the Eligible Customer's last known address as determined using the

procedures described in paragraph 1 1, infra.

10. De Minimus Amounts.

Except as described below, Edward Jones will not distribute monies from the Fair Fund

to any Eligible Customer who stands to receive less than $10. To determine the $10 de minimus

threshold, two calculations will be performed. The first calculation will be performed as

described in paragraph 8 above. A second calculation will be performed for those customers

who stand to receive less than $10.00 in the original calculation. The total amount of monies for

customers receiving less than $10.00 determines the reallocation pool. The reallocation pool will

be divided into sub-pools representing the monies originally assigned to each of the 7 Preferred

Fund Families. Beginning with customers with an initial calculated distribution amount of $9.99

and proceeding sequentially to customers with lower distribution amounts, the monies in each

reallocation sub-pool will be redistributed to customers within that sub-pool until their

distribution amount equals $10.00. The reallocation pool will be by fund family pro-rata based

upon the original distribution percentages derived through the calculation in paragraphs 8(b)-(c).

1 1. Mail and Returned Mail Procedures.

(a) The overall goal for the distribution process is to minimize the amount of

funds that are not distributed to customers eligible for a distribution. Priority will be

given to electronic distribution of monies to an existing, active Edward Jones account

with the same tax identification number of the underlying account eligible to receive the

credit. Next, for those customers holding their shares at the Preferred Fund Family, and

not at Edward Jones, such customers shall receive a physical check based on the Edward

Jones name and address system. For the remaining population, a physical check will be

mailed to the last known address of the customer after that address has been compared to

an address validation system. All physical checks shall bear a stale date of ninety (90)

days from the date of issue. Checks that are not negotiated within the stale date shall be

void.

(b) If any physical checks are returned as "undeliverable," a database search

will be conducted for those customers through Information Resource Service Company

or a comparable service such as LexisNexis within fourteen (14) business days after

receipt of each returned check and new physical checks shall be re-mailed to the

additional addresses obtained. If any new physical check is not cashed by the stale date,

that check shall be void and the issuing financial institution shall be instructed to delete

the checks fiom the register.

(c) If after ninety (90) days after the initial date funds from the Fair Fund are

first distributed ("date of distribution"), any funds remain in the Fair Fund, Edward Jones

andfor the IC shall make reasonable efforts to contact any Eligible Customers who have

failed to cash any checks over $50 (other than physical checks returned as "undelivered")

and take appropriate action to reissue any such checks as needed. If, after 180 days after

the date of distribution, any checks remain uncashed (other than physical checks returned

as "undelivered"), the IC shall distribute the remaining funds as set forth in paragraph 13.

12. Dispute Procedure

The dispute procedure under 17 CFR 201.1 101 (b)(4) shall generally follow Edward

Jones' current customer complaint process. Accordingly, all disputes, in order to be acted upon,

must be submitted in writing, with all supporting documentation for the dispute, to Jeremy

Michelrnan, Principal - Compliance, at 1245 J.J. Kelley Memorial Drive, St. Louis, Missouri

6313 1. Mr. Michelman or his staff, will investigate any dispute and issue a preliminary

recommendation as to the resolution of the dispute. The preliminary recommendation and

supporting documentation will be forwarded to the IC for review and final disposition. A record

shall be maintained of all such disputes and the resolution thereof. The determination by the IC

shall be final as to the dispute. This procedure will be set forth in the disclosure statement

accompanying the distributions. All disputes shall be submitted within thirty (30) days of the

payment to Eligible Customers provided for in paragraph 9 of this Distribution Plan. A

preliminary recommendation for resolving the dispute shall be made within thirty (30) days of

receipt of the dispute. Final resolution of the dispute shall be made within thirty (30) days

thereafter.

13. Fund Expiration.

The Tax Administrator identified in paragraph 14 is seeking a ruling from the Internal

Revenue Service on behalf of the FAIR Fund regarding the information reporting obligations of

the FAIR Fund for any payments made to eligible customers. The calculation of Eligible

Customers7 shares of the FAIR Fund and the subsequent distribution will take place after a ruling

is issued by the Internal Revenue Service. In the event a ruling is not issued, the IC and the Tax

Administrator shall consult with one another regarding the information reporting obligations of

the FAIR Fund and any related procedures necessary to protect the FAIR Fund and provide

guidance to recipients and vendors. Regardless, all distributions to Eligible Customers shall be

made before September 30,2006. The FAIR Fund shall terminate effective October 1,2006 or

ninety (90) days after the final distribution to Eligible Customers and the resolution of uncashed

or unclaimed checks as addressed in paragraph 11 and any disputes as addressed in paragraph 12,

whichever is later. Prior to termination of the FAIR Fund, the IC shall cooperate with the Tax

Administrator to make adequate reserves for tax liability and for costs of tax compliance. Upon

termination, as defined herein, all undistributed assets remaining in the FAIR Fund minus any

reserves for tax liability and tax compliance costs, shall be remitted by the Commission to the

Treasury or to such other person or entity as the Commission may direct.

14. Fund Administration.

(a) The Fund Administrator will be James R. Doty of the law firm of Baker

Botts L.L.P. Mr. Doty requests that the Commission waive the bond requirement for

good cause shown as provided under 17 CFR 201.1105(c). Mr. Doty maintains, and will

continue to maintain until termination of the FAIR Fund, professional liability insurance

in the amount of $150 million, through Attorney's Liability Assurance Company. Mr.

Doty will not have discretion with respect to the payment of the FAIR Fund because

payment amounts will be determined and paid in accordance with the process set forth

above. Similarly, he will never have possession of the FAIR Fund. At the appropriate

time, the Fair Fund will be transferred from the Treasury directly to an account at a bank

which carries liability insurance in excess of the amount of the Fair Fund, as more fully

described in paragraph 15.

(b) Edward Jones will indemnify and hold harmless Mr. Doty, Baker Botts

and its partners and personnel against all losses, claims, damages, liabilities, and

expenses (including attorney's fees and expenses) suffered by or asserted against any of

such indemnified persons in connection with, arising out of, or in any way based upon or

relating to the role of the IC, the Fund Administrator or the design or implementation of

the Distribution Plan; provided, Edward Jones's indemnification obligation shall not

extend to any loss, damage, liability, action, or claim to the extent the same is

determined, in a final judgment by a court having jurisdiction, to have resulted from the

professional malpractice of Mr. Doty, Baker Botts or any of its partners or personnel.

(c) Edward Jones shall facilitate the distribution as set forth above subject to

audit by the Fund Administrator.

(d) The Fund Administrator has engaged Navigant Consulting to perform

agreed upon procedures to assure compliance with this Distribution Plan.

(e) The Commission has appointed Damasco & Associates as the Tax

Administrator of the FAIR Fund ('Tax Administrator"). The IC shall cooperate with the

Tax Administrator in providing information necessary to accomplish the income tax

compliance, ruling and advice work assigned to the Tax Administrator by the

Commission.

(f) All fees and expenses of the Fund Administrator, Navigant Consulting, the

Tax Administrator and the implementation of the Distribution Plan shall be borne by

Edward Jones.

(g) Prior to the initial distribution under the Distribution Plan, the Fund

Administrator will submit a validated list to the Commission setting forth the names of,

and the amounts to be distributed to, the persons receiving payments under the

Distribution Plan. The Fund Administrator will validate the list of payees and amounts

based on the reports of Navigant Consulting. The validation will state that the list was

compiled in accordance with this Distribution Plan and provides all of the information

necessary to make distributions to each payee. Interim accounting and reports of the

implementation of the Distribution Plan will be prepared by the Fund Administrator with

the assistance of Navigant Consulting and shall be due thirty (30) days after the end of

each calendar quarter during the life of the Distribution Plan. A final accounting and

report of the implementation of the Distribution Plan will be prepared by the Fund

Administrator with the assistance of Navigant Consulting and shall be submitted to the

Commission for approval within thirty (30) days after the termination of the Distribution

Plan and prior to the discharge of the Fund Administrator.

15. FAIR Fund Depository.

The Commission has custody of the FAIR Fund and shall retain control of the assets of

the FAIR Fund. The FAIR Fund constitutes a Qualified Settlement Fund ("QSF) under Section

468B(g) of the Internal Revenue Code, 28 U.S.C. 8 468B(g), and related regulations, 26 C.F.R.

$8 1.468B-1 through 1.486-5. No sooner than 10 days prior to the distribution of the funds to

Eligible Customers, the IC shall request the Commission to cause the funds to be transferred

from the Treasury to an account established by the IC at the Northern Trust Bank in Chicago,

Illinois in the name of and bearing the Taxpayer Identification Number of the Edward D. Jones

& Co., L.P. Qualified Settlement Fund ("Northern Trust QSF account"). All electronic

distributions from the Northern Trust QSF account to Eligible Customers shall be made no more

than five (5) business days after the funds are transferred into the Northern Trust QSF account.

All mail distributions from the Northern Trust QSF account to Eligible Customers shall be made

no more than ten (10) business days after the funds are transferred into the Northern Trust QSF

account. The IC shall be the signer on the Northern Trust QSF account, subject to the continuing

jurisdiction and control of the Commission. Northern Trust carries a Two Hundred Million

Dollar Fidelity Bond Coverage through the Chubb Insurance Companies. The Northern Trust

QSF account shall be utilized solely and exclusively for the distribution of the FAIR Fund

pursuant to the Distribution Plan. At no time shall any portion of the assets of the FAIR Fund be

in the custody or control of Edward Jones except to pass through a general clearing account to

disburse to Eligible Customers. The IC shall authorize the Northern Trust Bank to provide

account information to the Tax Administrator. The IC shall use the assets and earnings of the

FAIR Fund to provide payments to Eligible Customers and to provide the Tax Administrator

with assets to pay tax liability and tax compliance costs. Duplicate statements for the Northern

Trust QSF account shall be provided directly to the IC and to the Tax Administrator. The

Northern Trust QSF account shall be invested in United States Treasury Securities, or other like

investments approved by the Commission, of a type and term necessary to meet the cash

requirements of the payments to Eligible Customers and tax obligations of the FAIR Fund as

determined by the IC. The distribution calculations and amounts set forth in paragraphs 8, 9 and

10, above, shall be based on the FAIR Fund principal and accrued interest as of a day certain

selected for the commencement of the calculations for the distributions not to exceed one

hundred and twenty (120) days preceding the date of distribution. Any interest earned after the

date certain shall be remitted as set forth in the last sentence of paragraph 13. All Northern Trust

QSF account expenses, if any, shall be borne exclusively by Edward Jones and not deducted or

charged to the FAIR Fund. The Commission has appointed Damasco and Associates to file tax

returns as appropriate on behalf of the FAIR Fund as provided under 17 CFR 1101(b)(6).

16. Notice of Proposed FAIR Fund Distribution Plan.

In accordance with 17 CFR 201.1 101(b)(3), notice of this Plan shall be published in the

SEC Docket, on the Commission website, the Edward Jones website and in such other

publications as the Commission may require. Any person or entity wishing to comment on the

Plan must do so in writing by submitting their comments via first class mail to the Commission

within thirty (30) days of the publication date of this Plan.

Date: April 5 2006 EDWARD D. JONES & COMPANY, L.P.

Treasurer EDJ Holding Company, Inc. Sole General Partner for Edward D. Jones & Company, L.P.

EXHIBIT H

GUTRIDE SAFIER REESE LLP Gutride Safier Reese LLP represents investors, consumers and employees in a wide-array of class action litigation throughout the country. The attorneys of Gutride Safier Reese LLP are skilled litigators with years of experience in federal and state court. Gutride Safier Reese LLP is based in San Francisco and Manhattan, with offices also in Austin, Texas. Recent and current cases litigated on behalf of investors and consumers include the following: In re American Funds Securities Litigation, CV-06-7815-GAF (C.D. Cal) for violations of §12(a)(2) of the Securities Act of 1933 and §10(b) of the Securities Exchange Act of 1934; Owens v. Novastar Financial Inc. et al., 07-0166-cv-W-FJG (W.D. Mo.) for violation of §10(b) of the Securities Exchange Act of 1934; Brown v. New Century Financial Corp. et al., CV07-01349 DDP (C.D. Cal.) for violation of §10(b) of the Securities Exchange Act of 1934; Ulferts v. Franklin Resources Inc. et al., 2:07-cv-01309 WJM (D. N.J.) for violation of §10(b) of the Securities Exchange Act of 1934; In re FoxHollow Securities Litigation, No. C-06-4959 PJH (N.D. Cal) for violation of §10(b) of the Securities Exchange Act of 1934; Siemers v. Wells Fargo & Co. et al., No. C-05-4518 WHA (N.D. Cal.) for violation of §12(a)(2) of the Securities Act of 1933 and §10(b) of the Securities Exchange Act of 1934; Kastin v. AMR Corp. et al.06-CV-5726 (S.D.N.Y.) for violation of the Sherman Antitrust Act; Nelsen v. PeoplePC, Inc., No. 3:07-cv-1386 PJH (N.D. Cal.) for violation of California’s consumer protection laws; Salisbury v. Hotwire, Inc., No. CGC-05-437631 (San Francisco Superior Court) for violation of California’s consumer protection laws; In re Orbitz Taxes and Fees Litigation, No 05 CH 00442 (Cook County, Illinois) for violation of Illinois’ consumer protection laws; Okland v. Travelocity.com Inc., 342-209514-05 (Tarrant County, Texas) for violation of Texas’ consumer protection laws; Vroegh v. Eastman Kodak Co. et al., CGC-04-428953 (San Francisco Superior Court) for violation of California’s consumer protection laws; Chavez v. Netflix, Inc., CGC-04-434884 (San Francisco Superior Court) for violation of California’s consumer protection laws; and, Spencer v. Pioneer Electronics (USA) Inc., GN403865 (Travis County, Texas) for violation of Texas’ consumer protection laws. The Partners of Gutride Safier Reese LLP Adam J. Gutride Mr. Gutride litigates securities, consumer and employment class actions. Mr. Gutride is a founding partner of Gutride Safier Reese LLP. Previously, Mr. Gutride litigated at the San Francisco based law firm of Orrick Herrington & Sutcliffe. In his past endeavors, Mr. Gutride represented the governor of California before the Supreme Court, handled a nationwide securities class action involving Merrill Lynch and tried an insurance case that led to a $900 million settlement. Mr. Gutride also has served as an Instructor in Legal Research and Writing at the Hastings Law School of the University of California. Mr. Gutride is a member of the state bar of California and several federal courts. Mr. Gutride received his juris doctorate from Yale Law School and his bachelor of arts degree from the University of Chicago. Mr. Gutride co-manages the San Francisco office of Gutride Safier Reese LLP.

Seth A. Safier Mr. Safier litigates securities, consumer and unfair trade practices class actions. Prior to founding Gutride Safier Reese LLP with Mr. Gutride, Mr. Safier was general counsel at an internet company and also worked as a litigator at Orrick Herrington & Sutcliffe. In past endeavors, Mr. Safier represented Lucas Films is a case concerning on-line piracy. Mr. Safier also has served as an Instructor of Legal Research and Writing at the Hastings Law School of the University of California. Mr. Safier is a member of the California State Bar and numerous federal courts. Mr. Safier received his juris doctorate from Harvard Law School and his bachelor of arts degree from Brandeis University. Mr. Safier co-manages the San Francisco office of Gutride Safier Reese LLP. Michael R. Reese Mr. Reese litigates securities, consumer and antitrust cases as class actions and on behalf of individual clients. Before joining Gutride Safier Reese LLP in 2006, Mr. Reese was a partner at Milberg Weiss & Bershad LLP where he had worked since 2000. Prior to joining private practice, Mr. Reese served as an assistant district attorney at the Manhattan District Attorney's Office where he served as a trial attorney prosecuting both violent and white-collar crime. Mr. Reese has extensive trial experience. Recent victories by Mr. Reese on behalf of investors include In re Sears Roebuck and Co. Securities Litigation, No. 02 C 07527 (N.D. Ill.) which resulted in a $215 million recovery for shareholders. Mr. Reese also served as co-lead counsel on In re American Express Financial Services Securities Litigation, No. 04 Civ. 1773 (S.D.N.Y.) and Spahn v. Edward D. Jones & Co. L.P., 04-cv-0086-HEA (E.D. Mo.), both of which were actions against brokerages for alleged receipt of kickbacks from mutual fund companies that resulted in settlements of $100 million and $127.5 million, respectively. Mr. Reese is a member of the state bars of New York and California as well as numerous federal courts. Mr. Reese received his juris doctorate from the University of Virginia and his bachelor’s degree from New College. Mr. Reese manages the New York office of Gutride Safier Reese LLP. Additional Attorneys Kim E. Richman Mr. Richman is with the New York offices of Gutride Safier Reese LLP from where he litigates consumer and securities fraud class actions. Mr. Richman is also an accomplished trial attorney with experience both in federal and state courts where he has tried approximately twenty cases to verdict.

Prior to working at Gutride Safier Reese LLP, Mr. Richman worked at the Electronic Frontier Foundation in San Francisco, California, providing analysis regarding on-line piracy, First Amendment and intellectual property-related issues. Mr. Richman is a member of the state bar of New York and the federal bars of Southern and Eastern Districts of New York. Mr. Richman received his juris doctorate from Brooklyn Law School and his bachelor’s degree from the University of Massachusetts, from where he graduated summa cum laude. Kate J. Stoia Ms. Stoia is with the San Francisco offices of Gutride Safier Reese LLP from where she litigates securities and consumer class actions. Ms. Stoia currently works on Siemers v. Wells Fargo & Co. et al., Ulferts v. Franklin Resources, Inc., and Salisbury v. Hotwire, Inc. Ms. Stoia previously worked at the law firms of Brobeck Phleger & Harrison LLP and Gibson Dunn & Crutcher LLP. Prior to her work as a civil litigator, Ms. Stoia clerked for the Hon. Charles A. Legge of the Northern District of California. Ms, Stoia is a member of the state bar of California and several federal courts. Ms. Stoia received her juris doctorate from Boalt Hall School of Law, University of California at Berkeley and her bachelor’s degree from Columbia University. Lance N. Stott Mr. Stott runs the Austin, Texas office of Gutride Safier Reese LLP from where he litigates consumer class actions. Previous and current consumer fraud class actions litigated by Mr. Stott include Davis v. Toshiba America Consumer Products for allegedly defective DVD players; Bennight v. Pioneer Electronics (USA) Inc. et al. for allegedly defective television sets; and, Spencer v. Pioneer Electronics (USA) Inc. et al. for allegedly defective DVD players. Mr. Stott is a member of the state bar of Texas. Mr. Stott received his juris doctorate from the University of Texas and his bachelor’s degree from New College. Eric J. Martin Mr. Martin is with the New York offices of Gutride Safier Reese LLP from where he litigates securities and consumer fraud class actions. Mr. Martin specializes in securities fraud class actions involving overseas companies located in Asia. Mr. Martin’s most recent victory on behalf of investors in a securities fraud class action was In re Sears Roebuck and Co. Sec. Litig., No. 02 C 07527 (N.D. Ill.) which resulted in a $215 million recovery. Mr. Martin is a member of the state bar of New York. Mr. Martin received his juris doctorate from New York University School of Law and his bachelor’s degree from the University of Washington. Mr. Martin also received a bachelor’s degree from Osaka University and is fluent in Japanese. James P. Murphy Mr. Murphy is with the New York offices of Gutride Safier Reese LLP from where he litigates securities and consumer fraud class actions. Prior victories by Mr. Murphy on behalf of investors include In re Sears Roebuck and Co. Sec. Litig., No. 02 C 07527 (N.D. Ill.) which

resulted in a $215 million recovery; In re Prudential Sales Practices Litigation and In re John Hancock Sales Practices Litigation, cases which resulted in relief to investors valued in excess of $4 billion. Mr. Murphy is a member of the state bar of New York. Mr. Murphy received his juris doctorate from St. John’s University School of Law and a bachelor of science from Hofstra University.

gutride safier reese llp michael r. reese (cal. state bar...

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