On March 16, 2006, Bear, Stearns & Co., Inc. and Bear, Stearns Securities Corp. (collectively "Bear Stearns") reached a settlement with the U.S. Securities and Exchange Commission ("SEC") and consented to the entry of an Order without admitting or denying the Order’s findings. In compliance with the Order, Bear Stearns established the Bear Stearns Distribution Fund ("Fund") for the benefit of mutual fund shareholders who may have been affected by the late trading and deceptive market timing activity in certain mutual funds where such trading was found to have been facilitated by Bear Stearns, as described in the Order. The Fund was comprised of disgorgement in the amount of $160 million and civil money penalties in the amount of $90 million, for a total payment by Bear Stearns of $250 million.

Professor Francis E. McGovern was engaged by Bear Stearns as the Independent Distribution Consultant ("IDC"). The role of the IDC was to develop a plan for the distribution of Fund monies ("Distribution Plan" or "Plan") to shareholders and affected mutual funds and to oversee the implementation of the Plan.

On February 4, 2009, the SEC published an Order approving the proposed plan of distribution. You may click on the following link to view the approved¹ Distribution Plan, which contains details regarding the methodology used to allocate Fund monies and the administration of the Fund.

Rust Consulting, Inc. was appointed as the overall Fund Administrator to distribute Fund monies according to the terms in the Distribution Plan and as directed by the IDC. In certain cases, where practicable and feasible, Fund monies were distributed directly to shareholders of qualifying mutual funds ("Eligible Mutual Funds" or "EMFs") who may have been affected by the conduct described in the Order. Rust Consulting, Inc. was responsible for making distributions to EMF shareholders of Warburg Pincus and Kinetics. Boston Financial Data Services, another Fund Administrator retained by Bear Stearns, was responsible for making distributions to EMF shareholders of Old Mutual (PBHG), RS Investments, and Franklin Templeton.

In certain cases, Fund monies were transferred to other Fair Funds for distribution through their Fair Fund IDC after the Bear Stearns IDC determined that the overlap between affected mutual funds, relevant time periods, and dilution estimates among mutual funds covered by the other Fair Funds and the Bear Stearns Distribution Fund was sufficient.

In the remaining cases, Fund monies were distributed directly to the asset bases of the EMFs.

The Bear Stearns Distribution Fund was not distributed according to a claims-made process, and therefore, the procedures for making and approving claims were not applicable. That is, it was not necessary for you to submit a claim in order to receive a payment under this Distribution Plan. Payments were determined by the IDC from the transaction and share holdings data provided by the Eligible Mutual Funds, and affected EMF shareholders were paid directly by the Fund Administrators.

This section provides an overview of the Eligible Mutual Funds involved and the various options used to distribute Fund monies.

This section contains links to documents that can help shareholders understand this administrative proceeding.

This section provides a series of responses to the most frequently asked questions regarding this administrative proceeding.

This section provides important tax information regarding this distribution.

This section provides contact information for the Bear Stearns Distribution Fund Administrators.


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¹The original approved Distribution Plan was modified on June 5, 2009 to include one minor change: the definition of Fund Family IDC was expanded to include IDCs retained in connection with state enforcement or regulatory proceedings in related market timing cases.