Richard TURNLEY III, Baron H.C. Finlayson, Coleen Alecia..., 2007 WL 2321120...
2007 WL 2321120 (D.Mass.) (Trial Pleading) United States District Court, D. Massachusetts.
Richard TURNLEY III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark - Anthony Brown and Timothy Johnson II, on behalf of themselves and all others similarly situated, Plaintiffs, v.
BANC OF AMERICA INVESTMENT SERVICES, INC., and Bank of America, N.A., Defendants.
No. 07 CA 10949 NG. May 17, 2007.
Class Action Complaint
Bernstein Litowitz Berger & Grossmann LLP, Darnley D. Stewart (DS-0835), Jeremy P. Robinson, 1285 Avenue of the Americas, New York, NY 10019, Tel: (212) 554-1400, Fax: (212) 554-1444.
Major Khan LLC, Major Khan, Esq., 20 Bellevue Terrace, Weehawken, NJ 07086, Tel: (646) 546-5664.
Messing, Rudavsky & Weliky, P.C., Local Counsel, Ellen J. Messing (BBO No. 343960), 50 Congress St., Suite 1000, Boston, MA 02109, Tel: (617) 742-0004, Fax: (617) 742-1887.
Magistrate Judge Bowler.
PLAINTIFFS DEMAND A TRIAL BY JURY
Plaintiffs Richard Turnley, III, Baron H.C. Finlayson, Coleen A. Hinds, Mark-Anthony Brown, and Timothy Johnson II, on behalf of themselves and all other similarly situated employees and former employees of Banc of America Investment Services, Inc., and Bank of America, N.A., by their attorneys, Bernstein Litowitz Berger & Grossmann LLP, Major Khan LLC, and Messing, Rudavsky & Weliky, P.C., allege as follows:
PRELIMINARY STATEMENT
1. This is a class action brought by five individual plaintiffs on behalf of themselves and other similarly situated individuals against Banc of America Investment Services, Inc. (“BAI” or the “Company”) and Bank of America, N.A. (“BOA”). BAI, a subsidiary of BOA, and BOA systematically discriminate against African-American employees of BAI and BOA, including but not limited Financial Advisors (“FA’s”) and Premier Bankers (“PB’s”), on the basis of race with respect to compensation, promotion, mentoring, training, resources and business opportunities, and other terms and conditions of employment in violation of the Civil Rights Act of 1866, as amended in 1991, 42 U.S.C. § 1981 (“Section 1981”), and Massachusetts General Law Chapter 151B (“Chapter 151B”).
2. As set forth below, BAI and BOA have regularly discriminated against African-American FA’s and PB’s with respect to territorial and work assignments; training; and access to financial accounts. Class members have largely been partnered only with other African-American FA’s and PB’s and have been disproportionately “steered” to sales territories which are largely minority and/or low net worth. This practice has significantly and adversely impacted the job success, career and income of plaintiffs and the Class. When they have complained about this pattern or practice, plaintiffs have been told that BAI and BOA believe that BAI and BOA clients are more “comfortable” dealing with sales professionals of their own race.
3. Class members are also denied promotions in favor of less qualified Caucasian employees and entirely denied promotion to certain positions. BAI’s and BOA’s failure to promote qualified African-American employees to higher levels results in a
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“glass ceiling” preventing African-Americans from achieving upward advancement to senior levels at BAT and BOA.
4. In addition, Class members are provided with fewer resources, support and professional opportunities compared with their Caucasian co-workers. This includes, without limitation: training, allocation of accounts and administrative support services. This form of discrimination handicaps Class members in their efforts to advance within the system at BAI and BOA.
5. These discriminatory practices represent an ongoing systematic, company-wide pattern and practice, rather than a series of isolated incidents. BAI’s and BOA’s written and unwritten policies and practices subject plaintiffs and Class members to ongoing disparate impact and disparate treatment based on their race. Moreover, this pattern and practice of discrimination has been furthered by subjective decision-making by a predominantly Caucasian management structure and constitutes a continuing violation of Section 1981 and Chapter 151B.
6. Absent injunctive relief, BAI and BOA will continue their unlawful practices to the detriment of the Class. Class-wide injunctive and declaratory relief is necessary to redress BAI’s and BOA’s unlawful conduct.
PARTIES
7. Plaintiff Richard Turnley, III is an African-American citizen and resident of the State of Georgia. He was employed as a Financial Advisor in the Peachtree St., Atlanta office of BAI from on or about October 13, 2003 until November 17, 2006.
8. Plaintiff Baron Finlayson is an African-American citizen and resident of Atlanta, Georgia. He has been employed as a Financial Advisor in the Peachtree St., Atlanta office of BAI since August 12, 2002.
9. Plaintiff Coleen Alecia Hinds is an African-American citizen and resident of Duluth, Georgia. Ms. Hinds was employed as a Premier Banker with BOA’s Premier Banking & Investments Division at 3414 Peachtree St. Atlanta, Georgia from December 13, 2004 through June 24, 2006.
10. Plaintiff Timothy Johnson II is an African-American citizen and resident of St. Louis, Missouri. Mr. Johnson was employed as a Financial Advisor in BAI’s office at 7800 Forsyth Blvd., Clayton, Missouri from February 24, 2006 until March 12, 2007.
11. Plaintiff Mark-Anthony Brown is an African-American citizen and resident of Dallas, Georgia. Mr. Brown was employed as a Financial Advisor in the (i) Fort Lauderdale, Florida; (ii) West Palm Beach, Florida; and (iii) Atlanta, Georgia offices of BAI from December 1, 2001 through August 31, 2006.
12. Defendant Banc of America Investment Services, Inc. (“BAI”) is a subsidiary of Bank of America, N.A. (“BOA”), a corporation formed under the laws of the State of Delaware. BAI is headquartered in Plantation, Florida and maintains its principal place of business in this district at 100 Federal St., Boston, Massachusetts. BAI, part of the Global Wealth & Investment Management division of BOA, is a financial services and investment services firm that employs approximately 7000 investment representatives and financial advisors in 30 states and Washington D.C. For purposes of this Complaint, the term “BAI” includes Banc of America Investment Services, Inc., and its predecessors, including NationsBanc Investments, Inc., NationsBanc Securities, Inc., and NCNB Securities, Inc.
13. Defendant Bank of America, N.A. (“BOA”) is one of two banking subsidiaries of Bank of America Corporation (“Bank of America”), and represents the surviving entity following a merger with Fleet National Bank on June 13, 2005. Bank of America, which is headquartered in Charlotte, North Carolina, is a worldwide financial services organization with business groups offering wealth management, investment banking, private banking, securities, and asset management services throughout the United States. Bank of America conducts its operations through its bank and non-bank subsidiaries operating in 30 states, including Massachusetts. Bank of America employs approximately 175,000 people and, as of 2006, had sales of more than $73 billion dollars.
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JURISDICTION AND VENUE
14. Plaintiffs invoke the jurisdiction of this Court pursuant to 28 U.S.C. §§ 1343(3) and 1343(4), which confer original jurisdiction upon this Court in a civil action to recover damages or to secure equitable relief under any Act of Congress providing for the protection of civil rights; and under 42 U.S.C. § 1981. This Court also has supplemental jurisdiction of plaintiffs’ claims arising under Chapter 151B.
15. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) and (c). Members of the Class reside in Massachusetts and throughout the United States. Defendant BAI’s principal place of business is located in this District and defendant BOA has branch offices, conducts business and can be found in the District of Massachusetts.
CLASS ACTION ALLEGATIONS
16. Plaintiffs bring this action pursuant to Fed.R.Civ.P. 23(a), (b)(2), and (b)(3) on behalf of a Class of African-American Financial Advisors and Premier Bankers employed by BAI or BOA as part of their Global Wealth & Investment Management business in the United States at any time from April 1, 2003 to the present. The individual plaintiffs are members of the Class they seek to represent. Plaintiffs reserve the right to amend the definitions of the Class based on discovery and/or legal developments.
17. The members of the Class identified herein are so numerous that joinder of all members is impracticable. As of the filing of this Complaint, BAI has approximately 3000 Financial Advisors and BOA 4400 Premier Bankers located throughout the United States. Although the precise number of African-American Financial Advisors and Premier Bankers is currently unknown, it is far greater than can be feasibly addressed through joinder.
18. There are questions of law or fact common to the Class, including, without limitation:
a. whether BAI’s and BOA’s policies, practices and procedures discriminate against plaintiffs and the Class;
b. whether BAI and BOA have a policy or practice of assigning African-American FA’s and PB’s to inferior positions when compared to their Caucasian counterparts;
c. whether BAI and BOA have a policy or practice of giving African-American FA’s and PB’s less favorable job assignments than comparable Caucasian employees, thus preventing Class members from advancing in their professional careers;
d. whether BAI and BOA have a policy or practice of providing lower compensation to African-American employees compared with similarly situated Caucasian employees;
e. whether BAI and BOA African-American banking professionals have been promoted at rates that are disproportionately low compared to rates at which Caucasian professionals have been promoted;
f. whether BAI and BOA have a policy or practice of providing fewer resources, support and professional opportunities to African-American employees compared with similarly situated Caucasian employees;
g. whether BAI and BOA engage in the practice of “racial steering” in their decisions as to promotion, partnership and territorial assignments, account assignments, business opportunities, and other terms and conditions of employment;
h. whether BAI and BOA have a policy or practice of favoring the partnership of African-American FA’s with AfricanAmerican PB’s;
i. whether BAI and BOA have a policy or practice of favoring the partnership of Caucasian FA’s with Caucasian PB’s;
j. whether BAI and BOA have a policy or practice of favoring the assignment of African-American FA’s and/or PB’s to territories and banking centers that are primarily African-American and/or low net worth;
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k. whether BAI and BOA have a policy or practice of favoring the assignment of Caucasian FA’s and/or PB’s to territories and banking centers that are primarily Caucasian and/or high net worth;
l. whether BAI and BOA have a policy or practice of disproportionately failing to assign African-American FA’s and/or African-American PB’s accounts, including but not limited to, the accounts of departing FA’s and/or PB’s when compared to their Caucasian counterparts;
m. whether BAI and BOA have a policy or practice of disproportionately favoring Caucasian FA’s and/or Caucasian PB’s in the assignment of accounts, including but not limited to the accounts of departing FA’s and/or PB’s when compared to their African-American counterparts;
n. whether BAI and BOA knowingly engage in the discriminatory acts and practices alleged herein;
o. whether the employment policies and practices of BAI and BOA at issue have adversely affected their African-American employees under either a disparate treatment or disparate impact theory;
p. whether equitable relief is warranted and the nature of such relief;
q. whether BAI and BOA’s discriminatory employment practices constitute a continuing violation; and
r. whether BAI’s and BOA’s conduct warrants an award of punitive damages.
19. Plaintiffs’ claims are typical of the claims of the members of the Class. The individual plaintiffs have been subjected to each form of the discriminatory common operating policies and practices at BAI and BOA. The policies and practices complained of in this Complaint affect the entire Class.
20. Plaintiffs will fairly and adequately represent and protect the interests of the Class. Plaintiffs have no conflict with the Class members and have retained counsel who are experienced in class action litigation and cases of this nature.
21. This action is properly maintainable under Rule 23(b)(2) because BAI and BOA have acted and/or refused to act on grounds generally applicable to the Class, making appropriate final injunctive or declaratory relief with respect to the Class as a whole. The Class members are entitled to injunctive relief to end BAI and BOA’s common, uniform, unfair and discriminatory policies and practices.
22. Class certification is also appropriate pursuant to Fed.R.Civ.P. 23(b)(3) because common questions of fact and law predominate over any questions affecting only individual members of the Class, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. The Class members have been damaged and are entitled to recovery as a result of BAI’s and BOA’s common, uniform, unfair, and discriminatory policies and practices. BAI and BOA have computerized account data, payroll and personnel data that will make calculation of damages for specific Class members relatively simple. The propriety and amount of punitive damages are based on the conduct of the defendants, making these issues common to the Class.
GENERAL POLICIES OR PRACTICES OF DISCRIMINATION
23. Defendant BAI is a registered broker dealer and non-bank subsidiary wholly owned by defendant BOA, the largest consumer and small business bank in the United States and one of the largest financial services firms in the world. BAI offers a full range of investment products, accounts, and services for individual investors including full-service and self-directed brokerage services. It serves more than one million customers through a network of 3,600 investment representatives and more than 2200 financial advisors. BAI’s main office is located at 100 Federal St., Boston, Massachusetts, 02110.
24. Plaintiffs charge that BAI and BOA have engaged in systematic and pervasive race, color, and/or national origin discrimination. Despite employing a large number of employees, BAI’s and BOA’s workforces are not diversified by race,
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color, or national origin, and Caucasian employees dominate upper-level and higher-paying positions within both companies.
25. During the course of plaintiffs’ employment, BAI and BOA regularly discriminated against plaintiffs and other AfricanAmerican employees in various ways; including but not limited to hiring, promotion, compensation, territorial/work assignments, training, partnerships/workplace networks/teams, access to financial accounts/business, departing employee account assignments, distribution of business support and office resources, and application of company policies/procedures. This discrimination has violated and continues to violate the Civil Rights Act of 1866 (42 U.S.C. § 1981), and applicable State and local anti-discrimination laws. In all of the aforementioned areas, BAI and BOA have consistently favored Caucasian employees over African-American employees.
26. BAI’s and BOA’s written and unwritten policies concerning and including, but not limited to, hiring, promotion, compensation, territorial/work assignments, training, partner ships/workplace networks/teams, access to financial accounts/business, departing employee account assignments, distribution of business support and office resources, and application of company policies/procedures were not applied uniformly or fairly. On the contrary, these decisions were often based on management’s subjective and racially biased decision-making.
27. BAI’s and BOA’s pattern and practice of discrimination includes, but is not limited to, “racial steering.” Racial steering occurs when BAI and BOA regularly engage in a business practice of partnering Financial Advisors with Premier Bankers and assigning those partnerships to certain sales territories. The general purpose behind the practice of partnering FA’s with PB’s is for PB’s to refer their BOA clients to their FA partners so that the FA’s - and BAI - can get that potentially lucrative business. The idea is the PB’s will provide these clients with banking services, and the FA’s will provide these clients with investment services. The Financial Advisors at BAI depend on these referrals for their business because virtually all indicia of success, advancement, and achievement at BAI and BOA are based on the total dollar amount of assets a Financial Advisor manages and the amount a Premier Banker has produced.
28. When a PB is partnered with a FA, they are assigned to cover specific geographic territories and/or banking centers. This partnership practice is dependent upon the PB referring his/her BOA clients to the FA, including those originating from within the specifically assigned territories/banking centers.
29. Under this business model, BAI and BOA regularly and knowingly engage in racial steering. Indeed, BAI and BOA have engaged in a pattern and practice of favoring the partnership of minority FA’s with minority PB’s. Furthermore, once the minority PB’s and FA’s are partnered, BAI and BOA almost invariably assign the minority partnerships to geographic territories composed primarily of minority clients. BAI and BOA are aware that these territories are composed of minority clients who are low net-worth as compared with the primarily non-minority clients in certain other geographic areas but have said that they believe their clients to be more “comfortable” with sales representatives of their own race. As a result of this discriminatory practice by BAI and BOA, African-Americans face greater difficulty in developing their business, careers and income.
30. Conversely, BAI and BOA have engaged in a pattern and practice of favoring the partnership of Caucasian FA’s with Caucasian PB’s, and assigning these Caucasian FA-PB partnerships geographic territories composed primarily of nonminority Caucasian clients. BAI and BOA know that these territories are composed of primarily Caucasian clients and that these Caucasian clients are high net-worth as compared with the primarily minority clients in certain other geographic territories. As a result of this discriminatory practice by BAI and BOA, Caucasians face less difficulty in developing their business, careers and income.
31. In the limited instances when BAI and BOA have partnered a Caucasian with an African-American or assigned an African-American to a non-minority territory, they have done so on a purely limited-duration basis. This occurs for purposes of temporarily “parking” that Caucasian FA/PB or territory for internal reasons; subsequently, after a short period of time, BAI and BOA will re-assign that Caucasian FA/PB or territory to other Caucasians.
32. An additional effect of these time-limited “parking” arrangements is that African-American FA’s, unlike Caucasian FA’s, are invariably subjected to a high turnover rate with respect to both the PB’s they are partnered with and the territories they are assigned. This further limits the ability of African-American FA’s to develop their business, careers and income when compared to Caucasian FA’s. Caucasian FA’s are not subjected to such high turnover.
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33. This high turnover rate has also resulted in African-American FA’s, unlike their Caucasian counterparts, regularly being partnered with junior, less experienced and/or problematic PB’s.
34. BAI’s and BOA’s nationwide account allocation policies and practices discriminate against African-Americans because they permit excessive subjectivity by management in account assignment and the allocation of business opportunities. This is a uniform practice across BAI’s and BOA’s offices. Thus, managers distribute accounts, referrals, leads, call-ins, walk-ins, and other business opportunities to the FA’s and PB’s based on management’s biased personal preferences.
35. By entrusting these managers, virtually all of whom are Caucasian, with undue discretion in these matters, BAI and BOA maintain a system whereby managers apply their own personal preferences and biases in making allocation decisions in a way that systematically disadvantages African-Americans and limits their compensation.
ALLEGATIONS OF THE INDIVIDUAL PLAINTIFFS
Richard Turnley’s Claims
36. Plaintiff Richard Turnley began his employment with BAI on October 13, 2003 as an FA in the office located at 600 Peachtree St., Atlanta, GA 30308. Prior to joining BAI, Mr. Turnley had 14 years experience in the financial services industry, including ten successful years at Smith Barney and more than three years at Wachovia Bank.
37. Mr. Turnley has been a victim of the racial discrimination and steering described above. For instance, when Mr. Turnley began his employment with BAI, he was temporarily assigned to - or more accurately, “parked with” -- a Caucasian PB, Terry Williams. Terry Williams was an experienced PB with an established book of business derived from mostly high networth Caucasian clients located primarily in mid-town Atlanta. After just two months, however, Mr. Turnley’s Caucasian manager, Cliff Ingram, terminated this partnership and assigned Mr. Turnley to a partnership with an African-American PB name Chris Williams. PB Williams was assigned to geographic territories in Decatur/South Dekalb County that were primarily African-American and low net-worth. The FA assigned to Chris Williams prior to Mr. Turnley was also an AfricanAmerican.
38. Mr. Ingram made this change fully aware that PB Terry William’s established status would have helped Mr. Turnley grow his business and that the limitations of PB Chris William’s territories and other associated difficulties would only hinder Mr. Turnley’s ability to succeed.
39. After Cliff Ingram terminated Mr. Turnley’s partnership with Terry Williams, he partnered Mr. Williams with a Caucasian FA, Justin Zegalia. When Mr. Turnley voiced his concern about these changes to Cliff Ingram, Mr. Ingram took no action.
40. In or about the first quarter of 2005, PB Chris Williams left the employment of BAI. At this time, Mr. Turnley was partnered or “parked” with a Caucasian PB, Kevin Glass, who had an established book of business in primarily Caucasian high net-worth territories in the Buckhead area of Atlanta. Contrary to how the BAI/BOA system was supposed to work, however, Mr. Glass did not refer any of his clients to his “partner,” Mr. Turnley. Instead, with the full knowledge of senior management, Mr. Glass referred his clients to Caucasian FA’s who were not even in partnership with him. Rather than taken corrective action against Mr. Glass for this discriminatory practice -- which was at odds with BAI’s FA-PB partnership model - BAI elected to do nothing.
41. In or about the third quarter of 2005, after just two to three months “partnership” with Mr. Turnley, Mr. Glass terminated his partnership with Mr. Turnley and moved to another city. Shortly thereafter, consistent with its pattern and practice, BAI again partnered Mr. Turnley with another African-American PB, Glen Caldwell.
42. Mr. Turnley and Mr. Caldwell initially believed they would be permitted to continue working in the high net-worth and primarily Caucasian territory of Buckhead to which Mr. Turnley had been briefly assigned with Mr. Glass. However, BAI
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removed this high net-worth Caucasian territory from the African-American partnership and reassigned it to a Caucasian FAPB partnership.
43. Mr. Turnley and Mr. Caldwell were instead assigned to the same African-American, low net-worth territory that Mr. Turnley previously had been assigned to with African- American PB Chris Williams. At this point, Mr. Turnley felt he had no choice but to terminate his employment with BAI, which he did on November 17, 2006.
44. BAI also discriminated against Mr. Turnley with respect to promotion. In the fall of 2004, Mr. Turnley inquired about and sought the position of Sales Manager from his Manager Cliff Ingram. Mr. Ingram informed Mr. Turnley that he was not qualified as he was not doing enough “fee-based business.” BAI, however, subsequently hired a Caucasian, Andy Gillenson, who had worked at a discount broker at Quick & Reilly, (a non fee-based position), to fill the position of Sales Manager. During his first week at BAI, while speaking with Mr. Turnley, Mr. Gillenson stated that he had no fee-based business, and in fact had, at that very moment, a fee-based business study manual in his hand.
45. In mid-2005, Mr. Turnley sought a position as a client manager in BOA’s private banking division. Again, he was not selected for this position.
46. Support and mentoring by senior managers is also critical to the success of FA’s. Managers Cliff Ingram and Andy Gillerson, both of whom are Caucasian, routinely visited Caucasian FA’s and provided them guidance, support and mentoring. They did not do so for Mr. Turnley and other African-American FA’s.
47. BAI also discriminates in its application of resources and support, favoring Caucasian FA’s over African-American FA’s. For example, FA’s require the assistance of licensed Sales Assistants. Sales Assistants are often initially hired without their licenses and subsequently acquire their license on the job. Sales Assistants who work for African-American FA’s are typically taken away from African-American FA’s as soon as they acquire their licenses and then reassigned to Caucasian FA’s. This has resulted in a disparately high turnover of Sales Assistants for African-American FA’s which has negatively impacted their business, compensation and careers. During Mr. Turnley’s tenure with BAI, he had no less then seven different Sales Assistants.
48. BAI also engages in discriminatory behavior, including racial steering, with respect to the reassignment of accounts of departing FA’s. When an FA leaves BAI, that FA’s accounts are reassigned to remaining FA’s. Such reassignments play a significant role in a FA’s job success, career growth and income.
49. BAI has engaged in a pattern and practice of reassigning a majority of the largest and most promising accounts of departing Caucasian FA’s to remaining Caucasian FA’s. To the limited extent that a departing Caucasian FA’s accounts have been reassigned to an African-American FA, they were few, small and generally not promising accounts.
50. For example, at or around the end of 2005, two Caucasian FA’s in the Atlanta office, Mack McGrew and Dunbar Harrison, left BAI. McGrew and Harrison’s accounts, totaling approximately $300 million in assets, were assigned to FA’s Steve Burroughs, Janis Jones, Heather Buck and Frank Pittman, all of whom are Caucasian.
51. BAI’s discrimination against African-Americans is so pervasive that minority FA’s are even typically denied access to the accounts of departing African-American FA’s. For instance, shortly after Mr. Turnley left BAI, a remaining AfricanAmerican FA sought to have some of Mr. Turnley’s fee-based accounts assigned to him. Mr. Turnley later learned that this African-American employee was told that Mr. Turnley had no fee-based accounts - which was false.
52. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Turnley’s job success, career and income.
Baron Finlayson’s Claims
53. Plaintiff Baron Finlayson is a 46 year-old African-American Financial Advisor at BAI. Mr. Finlayson began his employment with BAI on August 12, 2002 as a Financial Advisor in the office located at 600 Peachtree St., Atlanta, GA
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30308.
54. Prior to joining BAI, Mr. Finlayson was employed by First Union Corporation as a trader and analyst. Mr. Finlayson has over twenty years experience in the financial services industry.
55. Like Mr. Turnley, Mr. Finlayson has been a victim of BAI’s pattern and practice of racial steering. Shortly after completing his training program in late 2002, Mr. Finlayson was assigned to territories in South West Atlanta. These territories were primarily African-American and low net-worth.
56. Approximately a year later, in August/September 2003, upon BAI and BOA embarking on their new “partnership” structure, Mr. Finlayson was assigned to an African-American PB, Joyie Gibson. In fact, Mr. Finlayson was required by BAI to share his partnership with Ms. Gibson with another African-American FA, Tyrone Johnson.
57. The Finlayson-Gibson partnership was assigned territories located in South West Atlanta. These territories were primarily African-American and low net-worth. Because Mr. Finlayson and Ms. Gibson were limited to only these African-American low net-worth territories, their business, careers and compensation suffered.
58. After approximately six months, PB Gibson was partnered exclusively with African-American FA Tyrone Johnson.
59. On or about January 2004, because Mr. Finlayson was now without a PB, BAI “parked” a recently graduated, inexperienced Caucasian PB, Matthew Pietzak, with Mr. Finlayson. After just a few months, BAI permitted Finlayson’s partnership with Pietzak to be terminated, and Pietzak was then partnered with a Caucasian FA and assigned territories in North Atlanta. These territories were primarily Caucasian and high net-worth.
60. In or about September 2004, Mr. Finlayson was assigned to new territories. These territories were located in East Atlanta/Lithonia and were again primarily African-American and low net-worth.
61. At this same time, Mr. Finlayson was partnered with a new PB, Angela Clayton, who was an African-American. After approximately six months, PB Clayton ended her employment with BAI.
62. After Ms. Clayton’s departure, BAI again “parked” a Caucasian PB, Eileen Burns, and her Caucasian high net-worth client portfolio, with Mr. Finlayson, Soon, after only approximately five months time, BAI terminated Mr. Finlayson’s partnership with Ms. Burns and his access to her high net-worth Caucasian client portfolio.
63. Subsequently, in or around January 2006, BAI “parked” another Caucasian PB, Jason Lauck, with Mr. Finlayson. After just two weeks, however, BAI permitted Lauck to terminate his partnership with Mr. Finlayson.
64. Mr. Finlayson was subsequently assigned to PB plaintiff Coleen Hinds, who is African-American. Again, the FinlaysonHinds partnership was assigned the primarily African-American low net-worth territories in East Atlanta/Lithonia.
65. PB Hinds left BAI on June 24, 2006.
66. On or about September 11, 2006, Mr. Finlayson, who had been without a PB since Ms. Hinds’ departure in June 2006, met with his manager, Andy Gillenson, and the manager of PB’s in the Atlanta market, Paige Green, both of whom are Caucasian. During this meeting, Paige Green informed Mr. Finlayson that they were interested in partnering him with a new African-American PB, Michael Green. Michael Green had been partnered, for approximately four to six months, with a Caucasian FA, Larry Smith, who was assigned Caucasian high net-worth territories South Georgia.
67. According to Paige Green, the reason that BAI wanted to terminate Michael Green’s partnership with Larry Smith and partner him with Mr. Finlayson was that BAI believed that Caucasian FA Larry Smith’s Caucasian clients were “uncomfortable” working with Mr. Green.
68. During the foregoing four-year period, Mr. Finlayson was subjected to territorial reassignments on six different occasions by BAI. During this same period, Mr. Finlayson was subjected to PB partnership changes seven times. Each time he was
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partnered with an African-American PB, he was assigned to a largely African-American, low net-worth territory. Caucasian FA’s were not subjected to such practices.
69. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Finlayson’s job success, career and compensation.
Coleen Hinds’ Claims
70. Plaintiff Coleen Hinds is a 30 year-old African-American former Premier Banker at BOA.
71. Ms. Hinds began her employment with BOA on December 13, 2004 as a Premier Banker at BOA’s Premier Banking & Investments office located at 3414 Peachtree Rd., Atlanta, GA 30326. Ms. Hinds resigned from BOA on June 24, 2006.
72. Prior to joining BAI, Ms. Hinds was successfully employed by J.P. Morgan and Citibank, and had over ten years experience in the financial services industry.
73. Like Mrs. Turnley and Finlayson, Ms. Hinds was a victim of racial discrimination and racial steering on the part of BAI and BOA. Following the completion of her training program in February 2005, Ms. Hinds was partnered with an AfricanAmerican FA, Clark Cesar. They were assigned and then restricted to branches/territories located in South East Atlanta, which is primarily African-American and low net-worth. This severely limited Ms. Hinds’ ability to develop her business. Despite repeated complaints by Ms. Hinds to her Caucasian supervisor, David Simmons, BOA made no change with regard to this racial steering. Disappointed with the situation, FA Cesar left BAI in or about December of 2005. After Mr. Cesar left, Ms. Hinds was left without an FA partner from December 2005 until February of 2006.
74. In or about February 2006, Ms. Hinds was finally partnered with plaintiff Baron Finlayson, who is also AfricanAmerican. Ms. Hinds was also again assigned branches/territories in East Atlanta made up of primarily low net-worth African-Americans. This further negatively impacted Ms. Hinds’ job success and income and was also part of BOA’s continuing retaliation against her for complaining about BOA’s discriminatory practices. Nonetheless, Ms. Hinds continued to voice her concerns to her supervisor, Glen Romm.
75. As part of its continuing retaliation against Hinds for her complaints, Mr. Romm issued Ms. Hinds a pretextual written warning in or about May of 2006.
76. Ms. Hinds asked to be transferred to another position within BOA. While Mr. Romm indicated that was fine - and, indeed, offered to “help” - he rejected every position that Ms. Hinds suggested. Ultimately, he said, she could not obtain any new sales position at BOA because she was on written warning.
77. Ms. Hinds, believing that she had no other choice, left BOA on June 24, 2006.
78. All of the foregoing discriminatory practices by BOA have significantly and adversely impacted Ms. Hinds’ job success, career and compensation.
Mark-Anthony Brown’s Claims
79. Plaintiff, Mark-Anthony Brown, is a 34 year-old African-American former Financial Advisor at BAI.
80. Mr. Brown began his employment with BAI on August 10, 1998 as a registered sales assistant but left on or about September 1, 2000 because BAI refused to hire him as a Financial Advisor. According to the Company, Mr. Brown required five years of experience and an established book of business or to be “sponsored” by an already “established” Financial Advisor.
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81. BAI ultimately agreed to hire Mr. Brown as a Financial Advisor after a BAI Financial Advisor, Aaron Parthemer, agreed to “sponsor” him. At that time, Parthemer had a business relationship with two African-American BOA Premier Bankers named Sylvester King and Paul Wiggins.
82. In or about October 2002, Mr. Brown moved his family to West Palm Beach, Florida. Because there were no AfricanAmerican Premier Bankers in the West Palm Beach market, Mr. Brown was partnered with a Caucasian PB named Sandra Carter.
83. Despite being partnered with Mr. Brown and being required by Company policy to refer all eligible clients that originated from their shared territories, Ms. Carter told Mr. Brown that she would not refer any clients to him. After Mr. Brown raised an issue with this, Ms. Carter began to refer some of her clients to him, but only those clients who were not interested in a long-time advisory relationship, and those clients who had already indicated they were leaving BOA. While Ms. Carter refused to refer any clients to Mr. Brown, she did refer her clients to three other Caucasian Financial Advisors in the West Palm Beach area. BAI and BOA knowingly permitted Ms. Carter to engage in this discriminatory practice.
84. Because of Ms. Carter’s refusal to refer him her clients, Mr. Brown was forced to sustain himself with referrals he received from Sylvester King and clients he developed on his own in the Fort Lauderdale market.
85. Because of the ongoing discrimination he was facing in Florida, and BAI and BOA’s refusal to remedy the situation, Mr. Brown decided to move - again - to Atlanta, Georgia in September 2005.
86. Anxious to properly and smoothly transition to his new territory, Mr. Brown notified the Atlanta Marketing Manager, Cliff Ingram, as early as October 2005 that he would be moving to Atlanta in January 2006.
87. Mr. Brown made clear to both Mr. Ingram as well as his West Palm Beach Manager, Scott Chaison, that he would retain his Florida book of business while he developed new business in Atlanta. This was essential because it would allow Mr. Brown to continue to earn income while he transitioned to and developed his new territory.
88. Over the course of the next several months, BAI engaged in a series of actions that not only undermined Mr. Brown’s ability to establish himself in the Atlanta market, but also caused him to lose his Florida book of business that he had worked so hard to develop.
89. For example, BAI failed to provide Mr. Brown an office or any administrative support in Atlanta despite having had several months of advance notice that he would be transferring to the Atlanta office. Mr. Brown was not given a phone number at which clients could reach him and could not have business cards printed because he had no telephone.
90. Nor did BAI or BOA assign Mr. Brown a Premier Banker or any territories in Atlanta for several months. It was not until May 2006 that Mr. Brown was even assigned a territory. Mr. Brown was ultimately forced to forge his own partnership with African-American Premier Banker Greg Crane in April 2006.
91. At the same time, BAI permitted Caucasian Financial Advisors in Florida to raid Mr. Brown’s clients in Florida despite being informed by Mr. Brown that he intended to keep this business.
92. Frustrated by his efforts to gain a foothold in the Atlanta market, and losing his Florida clients to Caucasian Financial Advisors, Mr. Brown had no choice but to resign from BAI in August 2006.
93. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Brown’s job success, career and income.
Timothy Johnson II’s Claims
94. Plaintiff, Timothy Johnson II, is a 25 year-old African-American former Financial Advisor at BAI.
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95. Mr. Johnson began his employment with BAI on February 28, 2006 as a Financial Advisor at BAI’s office at 7800 Forsyth Blvd., St. Louis, Missouri. Prior to joining BAI, Mr. Johnson was employed as a Financial Consultant at U.S. Bancorp Investments and Insurance.
96. Shortly after joining the Company, Mr. Johnson was assigned territories in the St. Louis market that are primarily African-American and low net-worth, including Baden, New Halls Ferry and Florrisant.
97. Upon his hiring, Mr. Johnson was initially “parked” with a Caucasian Premier Banker named Doug Rankin, but Mr. Rankin terminated his partnership with Mr. Johnson within three months.
98. At or about the same time that Mr. Johnson was hired, BAI also hired two Caucasian Financial Advisors, Cole Taylor, also from U.S. Bancorp, and Aaron Unger. In contrast to Mr. Johnson, Mr. Taylor and Mr. Unger were immediately assigned territories that are primarily Caucasian and high net worth. In addition, both Mr. Taylor and Mr. Unger, unlike Mr. Johnson, were immediately partnered - not “parked” - with a Caucasian Premier Banker.
99. After Rankin terminated his partnership with Mr. Johnson, BAI did not assign Mr. Johnson a new Premier Banker for over three months. Unlike the Caucasian Financial Advisors who started with Mr. Johnson, Mr. Johnson was deprived of potential new business during this time period.
100. When BAI finally did assign Mr. Johnson to another Premier Banker, it was a brand new, inexperienced Caucasian banker named Shawn Eldridge. Mr. Eldridge was one of the lowest-ranked Premier Bankers in the St. Louis market. Mr. Johnson continued to be assigned to largely African-American low net-worth territories.
101. BAI and BOA also discriminated against Mr. Johnson in terms of compensation. On or about March 1, 2007, BAI reduced Mr. Johnson’s pay-out from 36% to 24%. No such reduction was made to the pay-out of the Caucasian Financial Advisors such as Mr. Taylor.
102. As set forth above, BAI also engages in racial steering with respect to the reassignment of accounts of departing Financial Advisors. When a Financial Advisor leaves BAI, that advisor’s accounts are reassigned to other Financial Advisors.
103. BAI has a practice or pattern of reassigning the majority, largest and most promising accounts of departing advisors to Caucasian Financial Advisors. To the limited extent that a departing Caucasian Financial Advisor’s accounts are reassigned to an African-American Financial Advisor, they are few, small and generally not promising accounts.
104. For example, shortly before Mr. Johnson was hired, William Tate, an African-American Financial Advisor, transferred from the St. Louis office of BAI to Washington D.C. When this transfer occurred, Mr. Tate’s most profitable fee-based accounts were reassigned to Caucasian Financial Advisors, including Cole Taylor. In contrast, Mr. Johnson received only the accounts of Mr. Tate’s low net worth African-American clients. Similarly, when Caucasian Financial Advisor Will Brennan left, his clients were assigned to Aaron Unger who, unlike Mr. Johnson, had no previous experience as a financial advisor.
105. In response to Mr. Johnson’s many complaints about the discrimination he experienced, BAI took no action. To the contrary, BAI retaliated against him by continuing to limit his access to office space and other necessary resources. Mr. Johnson felt compelled to leave BAI on March 12, 2007.
106. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Johnson’s professional success, career and income.
COUNT I
THE CIVIL RIGHTS ACT OF 1866 42 U.S.C. § 1981 107. Plaintiffs reallege and incorporate by reference the above paragraphs.
108. BAI and BOA have discriminated against plaintiffs and the Class by denying them the same rights as enjoyed by
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Caucasian employees with regard to the making, performance, modification and termination of their employment relationship with BAI and BOA and with regard to the enjoyment of all benefits, privileges, terms and conditions of that relationship in violation of the Civil Rights Act of 1866 as amended, 42 U.S.C. § 1981. 109. BAI’s and BOA’s conduct has been intentional, deliberate, willful, and conducted in callous disregard of the rights of plaintiffs and the Class under the law. 110. By virtue of BAI’s and BOA’s conduct as alleged herein, plaintiffs and the Class have been injured.
COUNT II
MASSACHUSETTS GENERAL LAW CHAPTER 151B 111. Plaintiffs reallege and incorporate by reference the above paragraphs 112. Defendant has discriminated against plaintiffs and the Class on account of their race in violation of Massachusetts General Law Chapter 151B by denying plaintiffs and the Class equal terms and conditions of employment, by denying African-American FA’s and PB’s the same opportunities for profitable territories and promotions as Caucasian FA’s and PB’s, by maintaining a pattern and practice of compensating African-American employees less than Caucasian employees who either hold the same or similar positions, or who hold positions that entail similar responsibilities and duties, and by retaliating against employees who assert their civil rights. 113. By virtue of BAI’s and BOA’s conduct as alleged herein, plaintiffs and the Class have been injured.
JURY DEMAND Plaintiffs hereby demand a trial by jury as to all issues so triable.
PRAYER FOR RELIEF WHEREFORE, Plaintiffs respectfully pray that the Court enter an order: 1. Certifying this action as a class action, with plaintiffs as the class representatives and their counsel of record as class counsel; 2. Adjudicating and declaring that BAI and BOA’s conduct as set forth above is in violation of the Civil Rights Act of 1866 as amended, 42 U.S.C. § 1981 and Massachusetts General Law Chapter 151B; 3. Permanently enjoining and prohibiting BAI and BOA, and their officers, agents, employees and successors from continuing to engage in the practices complained of herein; 4. Permanently enjoining and requiring BAI and BOA to adopt policies and practices that ensure the cessation of all discriminatory practices complained of herein and requiring the institution of such measures that are necessary or appropriate to ensure that these practices do not reemerge; 5. Awarding Plaintiffs and the Class such equitable remedies, including, without limitation, back pay and front pay, necessary to provide the Plaintiffs and the Class with full equitable relief from the discrimination they have suffered; 6. Awarding Plaintiffs and the Class compensatory damages justified under the circumstances;
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Richard TURNLEY III, Baron H.C. Finlayson, Coleen Alecia..., 2007 WL 2321120... 7. Awarding the Plaintiffs and the Class punitive damages justified under the circumstances; 8. Awarding attorneys’ fees and reimbursement of costs associated with this action to counsel for Plaintiffs and the Class; 9. Retaining jurisdiction to ensure that BAI and BOA fully comply with the equitable relief ordered; and 10. Awarding Plaintiffs and the Class such other and further relief as may be appropriate in the interest of justice. End of Document
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LEXSEE 2007 U.S. DIST. CT. PLEADINGS 571766 View U.S. District Court Opinion View Original Source Image of This Document
RICHARD TURNLEY III, BARON H.C. FINLAYSON, COLEEN ALECIA HINDS, MARK -ANTHONY BROWN, TIMOTHY JOHNSON II, KHAIRI DWAYNE
RAHMAN, RAHMEL HOBBS and TERRY M. GRAVELY, on behalf of themselves and all others similarly situated, Plaintiffs, v. BANC OF AMERICA INVESTMENT SERVICES, INC., and BANK OF AMERICA, N.A., Defendants. Civ. Action No.07cv10949-NG
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS 2007 U.S. Dist. Ct. Pleadings 571766; 2008 U.S. Dist. Ct. Pleadings LEXIS 2879 September 17, 2008 Complaint
COUNSEL: [*1] BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP. Steven B. Singer (pro hac vice), Jeremy P. Robinson (pro hac vice), New York, NY -and- Niki L. Mendoza (pro hac vice), Matthew P. Jubenville (pro hac vice), San Diego, CA. MAJOR KHAN LLC, Major Khan, Weehawken, NJ. MESSING, RUDAVSKY & WELIKY, P.C., Ellen J. Messing (BBO No. 343960), Boston, MA. TITLE: SECOND AMENDED CLASS ACTION COMPLAINT TEXT: Leave to file granted on 9/17/08
PLAINTIFFS DEMAND A TRIAL BY JURY Plaintiffs Richard Turnley III, Baron H.C. Finlayson, Coleen A. Hinds, Mark-Anthony Brown, Timothy Johnson II, Khairi Dwayne Rahman, Rahmel Hobbs and Terry M. Gravely on behalf of themselves and all other similarly situated employees and former employees of Banc of America Investment Services, Inc., and Bank of America, N.A., by their attorneys, Bernstein Litowitz Berger & Grossmann LLP, Major Khan LLC, and Messing, Rudavsky & Weliky, P.C., allege as follows: PRELIMINARY STATEMENT

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1. This is a class action brought by eight individual plaintiffs on behalf of themselves and other similarly situated individuals (the "Class") against Banc of America Investment Services, Inc. ("BAI") [*2] and Bank of America, N.A. ("BOA") (collectively, the "Company"). BAI, a subsidiary of BOA, and BOA systematically discriminate against African-American employees of BAI and BOA, including but not limited to Financial Advisors ("FAs") and Premier Bankers ("PBs"), on the basis of race with respect to compensation, promotion, mentoring, training, resources and business opportunities, and other terms and conditions of employment in violation of the Civil Rights Act of 1866, as amended in 1991, 42 U.S.C. § 1981 ("Section 1981") and Massachusetts General Law Chapter 151B ("c.151B"). In addition, plaintiffs Timothy Johnson II, Baron H.C. Finlayson and Rahmel Hobbs have received Right To Sue Letters from the United States Equal Employment Opportunity Commission ("EEOC"), and thereby assert claims against defendants on behalf of themselves and the Class under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., as amended by the Civil Rights Act of 1991, 42 U.S.C. § 1981(a) ("Title VII"). On or about July 28, 2008, plaintiff Terry M. Gravely filed a Charge of Discrimination with the EEOC and the State [*3] of California Fair Employment and Housing Agency ("FEHA") on behalf of himself and the Class alleged herein, and in accordance with that Charge requested that the EEOC issue him a Right To Sue Letter. When Gravely receives that Right To Sue Letter, the Complaint will be amended to add claims arising under Title VII on behalf of Gravely and the Class.
2. As set forth below, BAI and BOA have regularly discriminated against African-American FAs and PBs with respect to territorial and work assignments; training; and access to financial accounts. Class members have largely been partnered only with other African-American FAs and PBs and have been disproportionately "steered" to sales territories which are largely minority and/or low net worth. Defendants also do not provide adequate support or resources to African-American FAs and PBs when those employees solicit business from potential African-American clients. These practices have significantly and adversely impacted the job success, career and income of plaintiffs and the Class. When they have complained about these patterns and practices, plaintiffs have been told that BAI and BOA believe that BAI and BOA clients are more "comfortable" [*4] dealing with sales professionals of their own race, and that African-American client pools do not constitute a "lucrative market," and are not "sophisticated," "competent," or "savvy," and therefore are not appropriate for the full range of BAI and BOA products and services.
3. Class members are also denied promotions in favor of less qualified Caucasian employees and entirely denied promotion to certain positions. BAI's and BOA's failure to promote qualified African-American employees to higher levels results in a "glass ceiling" preventing African-Americans from achieving upward advancement to senior levels at BAI and BOA.
4. Class members are provided with fewer resources, support and professional opportunities compared with their Caucasian co-workers. This includes, without limitation: training, allocation of accounts and administrative support services. This form of discrimination handicaps Class members in their efforts to advance within BAI and BOA.
5. In addition, BOA and BAI have engaged in a pattern of retaliation designed to deter African-American PBs and FAs from objecting to the defendants' discriminatory policies and practices. BOA and BAI have retaliated against class [*5] members by terminating class members and denying class members opportunities for promotion or transfer after such persons have exercised their civil rights by objecting to the defendants' discriminatory policies and practices.
6. These discriminatory practices represent an ongoing systematic, Company-wide pattern and practice, rather than a series of isolated incidents. BAI's and BOA's written and unwritten policies and practices subject plaintiffs and Class members to ongoing disparate impact and disparate treatment based on their race. Moreover, this pattern and practice of discrimination has been furthered by subjective decision-making by a predominantly Caucasian management structure and constitutes a continuing violation of Section 1981, Title VII, and c. 151B.
7. Absent injunctive relief, BAI and BOA will continue their unlawful practices to the detriment of the Class. Class-wide injunctive and declaratory relief is necessary to redress BAI's and BOA's unlawful conduct.
PARTIES

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8. Plaintiff Richard Turnley III, is an African-American citizen and resident of the State of Georgia. He was employed as a Financial Advisor in the 600 Peachtree St., Atlanta office of BAI [*6] from on or about October 13, 2003 until November 17, 2006.
9. Plaintiff Baron Finlayson is an African-American citizen and resident of Atlanta, Georgia. He had been employed as a Financial Advisor in the 600 Peachtree St., Atlanta office of BAI since August 12, 2002. As more fully alleged below, on April 16, 2008, Mr. Finlayson was constructively discharged by BAI.
10. Plaintiff Coleen Alecia Hinds is an African-American citizen and resident of Duluth, Georgia. Ms. Hinds was employed as a Premier Banker with BOA's Premier Banking & Investments Division at 3414 Peachtree Road, Atlanta, Georgia, from December 13, 2004 through June 24, 2006.
11. Plaintiff Timothy Johnson II, is an African-American citizen and resident of St. Louis, Missouri. Mr. Johnson was employed as a Financial Advisor in BAI's office at 7800 Forsyth Blvd., Clayton, Missouri, from February 24, 2006 until March 12, 2007.
12. Plaintiff Mark-Anthony Brown is an African-American citizen and resident of Dallas, Georgia. Mr. Brown was employed as a Financial Advisor in the (i) Fort Lauderdale, Florida; (ii) West Palm Beach, Florida; and (iii) Atlanta, Georgia offices of BAI from December 1, 2001 through August 31, 2006. [*7]
13. Plaintiff Khairi Dwayne Rahman is an African-American citizen and resident of the Commonwealth of Massachusetts. He was employed as a Financial Advisor in the 100 Federal St., Boston office of BAI from on or about August 12, 2005 until September 2006.
14. Plaintiff Rahmel Hobbs is an African-American resident of the Commonwealth of Massachusetts. He has been employed as a Premier Banker at the 740 Gallivan Blvd., Dorchester, Massachusetts office of BOA since July 2006. On June 2, 2008, BOA wrongfully discharged Mr. Hobbs, in retaliation for Mr. Hobbs's exercise of his civil rights by objecting to the discriminatory policies and practices of BAI, as more fully described below.
15. Plaintiff Terry M. Gravely is an African-American resident of Hollywood, California. He has been employed in the BOA/BAI system since July 2001. Mr. Gravely has been employed as a Premier Banker at the BOA Los Angeles Central office location at 300 South Grand Avenue - 18th Floor in Los Angeles, California since June 2005.
16. Defendant BAI is a subsidiary of BOA, a corporation formed under the laws of the State of Delaware. BAI is headquartered in Plantation, Florida, and maintains its principal place [*8] of business in this District at 100 Federal St., Boston, Massachusetts. BAI, part of the Global Wealth & Investment Management ("GWIM") division of BOA, is a financial services and investment services firm that employs approximately 7,000 investment representatives and financial advisors in 30 states and Washington, D.C. For purposes of this Complaint, the term "BAI" includes Banc of America Investment Services, Inc., and its predecessors, including NationsBanc Investments, Inc., NationsBanc Securities, Inc., and NCNB Securities, Inc.
17. Defendant BOA is one of two banking subsidiaries of Bank of America Corporation ("Bank of America"), and represents the surviving entity following a merger with Fleet National Bank on June 13, 2005. Bank of America, which is headquartered in Charlotte, North Carolina, is a worldwide financial services organization with business groups offering wealth management, investment banking, private banking, securities, and asset management services throughout the United States. Bank of America conducts its operations through its bank and non-bank subsidiaries operating in 30 states, including Massachusetts. Bank of America employs approximately 175,000 people [*9] and, as of 2006, had sales of more than $ 73 billion.
JURISDICTION AND VENUE
18. Plaintiffs invoke the jurisdiction of this Court pursuant to 28 U.S.C. §§ 1343(3) and 1343(4), which confer

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original jurisdiction upon this Court in a civil action to recover damages or to secure equitable relief under any Act of Congress providing for the protection of civil rights, under 42 U.S.C. § 1981, and under 42 U.S.C. §§ 2000e-5(e) and (f). This Court also has supplemental jurisdiction of plaintiffs' claims arising under c. 151B.
19. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) and (c), and 42 U.S.C. § 2000e-5(f)(3). Defendants have admitted that venue is proper in this District pursuant to 28 U.S.C. § 1391(b) and (c). Members of the Class reside in Massachusetts and throughout the United States. Named plaintiffs Khairi Dwayne Rahman and Rahmel Hobbs reside in Massachusetts and defendants have admitted, that as of May 18, 2007, at least eighteen Class members reside in this District. Defendant [*10] BAI's principal place of business is located in this District and defendant BOA has branch offices, conducts business and can be found in the District of Massachusetts. The senior management for BAI and the Company's Wealth and Investment Management business (in which the Class members worked, and where the discriminatory policies and practices were and are established, implemented and overseen) are located in this District. The individuals who are responsible for these Company-wide policies and practices live and work in Boston, and the key witnesses reside in this District, including G. Patrick Phillips ("Patrick Phillips") (President, Premier Banking and Investments and Office of Bank of America Corporation), Brian Moynihan (President Global Corporate and Investment Banking, and an Officer of BOA), John Bahnken (EVP, President, GWIM Product Group, and an Officer of BAI), Keith Banks (President, GWIM, and an Officer of BOA), Jeff Carney (SVP, President, GWIM Product Group, and an Officer of BOA), Richard Kane (International Wealth Management Executive, and an Officer of BOA), Jane Magpiong (President of Private Bank, and an Officer of BOA), Keith Winn, Marty Courage and Jeffrey Wheeler [*11] (Boston Market Director for Banc of America Investment Services Division).
20. The unlawful employment practices were committed in, and emanated from, this District, and the employment records, including the records of all Class members, relevant to the Company's discriminatory policies and practices are maintained and administered in this District. Senior management in the Company's Wealth and Investment Management business, located in Boston, exercise control over the Company's development and enforcement of its personnel policies and practices.
21. In 2004, the Company announced plans to "expand its presence in Massachusetts by relocating 300 additional leadership positions in its Wealth & Investment Management businesses (including BAI) to Boston, building upon former plans to relocate the Wealth & Investment Management businesses and approximately 100 positions to Boston, bringing the total number of relocated positions to more than 400." Defendants touted the move as follows:
"Bank of America is further demonstrating our company's commitment to building a strong, vibrant, and enduring presence in Boston and New England," said Brian Moynihan, president of Wealth [*12] & Investment Management. "Hundreds of talented investment management executives responsible for leading one of the company's four major business lines will soon be gathered here to create a truly integrated, robust business headquarters. This transition will enable us to better serve clients, drive growth and strengthen Bank of America's ties to Boston now and in the future."
22. BAI's senior management in Boston develops and approves uniform policies and procedures for operating BAI's business at every level. These uniform policies and procedures are then disseminated, implemented, enforced and maintained, from Boston, through Company operations throughout the United States. Indeed, Company offices/departments and branches throughout the United States are linked by state-of-the-art electronic communications systems (including an internal intranet) called Flagscape. Flagscape allows BAI senior management in Boston to compile and monitor all payroll, labor and other employment related data throughout the United States, including, but not limited to, information regarding territorial assignments, partnership assignments, account assignments, and compensation. The Company's internal [*13] intranet also includes an electronic version of the Company policy handbook that is not available in hard copy and not printable from the Company intranet.
23. Senior managers in Boston, including Patrick Phillips (President of Premier Banking and Investments), have specifically condoned and allowed the discriminatory practices alleged herein. For example, Mr. Phillips met with at

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least one named plaintiff, Mr. Rahman, regarding BAI's offensive stereotyping of the African-American client pool and its impact on Mr. Rahman's job success. When Mr. Rahman complained about these patterns and practices, he was told by top BAI executives in Boston, including Patrick Phillips, that such client pools do not constitute a "lucrative market," and are not "sophisticated," "competent," or "savvy." Patrick Phillips also directly allowed BAI managers to order the discriminatory partnering and territorial assignments alleged herein. According to the Company's own press releases, Patrick Phillips "lead[s] the delivery of comprehensive financial services to affluent clients across the United States through the company's Premier Banking and Banc of America Investment Services, Inc. (BAI) organizations. [*14] Phillips [reports] to Brian Moynihan, president of Global Wealth & Investment management and [is] based in Boston." Patrick Phillips himself recently confirmed that each region reports directly to Boston, stating that his "leadership team will leverage partnerships across the larger Bank of America organization and oversee teams of experienced banking and investment professionals to help clients build and preserve wealth through a comprehensive and integrated approach."
CLASS ACTION ALLEGATIONS
24. Plaintiffs bring this action pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3) on behalf of a Class of African-American Financial Advisors and Premier Bankers employed by BAI or BOA as part of their Global Wealth & Investment Management business in the United States at any time from April 1, 2003 to the present. The individual plaintiffs are members of the Class they seek to represent. Plaintiffs reserve the right to amend the definitions of the Class based on discovery and/or legal developments.
25. The members of the Class identified herein are so numerous that joinder of all members is impracticable. As of the filing of this [*15] Second Amended Complaint, BAI has approximately 3,000 Financial Advisors and BOA 4,400 Premier Bankers located throughout the United States. Although the precise number of African-American Financial Advisors and Premier Bankers is currently unknown, it is far greater than can be feasibly addressed through joinder.
26. There are questions of law or fact common to the Class, including, without limitation:
a. whether BAI's and BOA's policies, practices and procedures discriminate against plaintiffs and the Class;
b. whether BAI and BOA have a policy or practice of assigning African-American FAs and PBs to inferior positions when compared to their Caucasian counterparts;
c. whether BAI and BOA have a policy or practice of giving African-American FAs and PBs less favorable job assignments than comparable Caucasian employees, thus preventing Class members from advancing in their professional careers;
d. whether BAI and BOA have a policy or practice of providing lower compensation to African-American employees compared with similarly situated Caucasian employees;
e. whether BAI and BOA African-American banking professionals have been promoted at rates that are disproportionately low [*16] compared to rates at which Caucasian professionals have been promoted;
f. whether BAI and BOA have a policy or practice of providing fewer resources, support and professional opportunities to African-American employees compared with similarly situated Caucasian employees;
g. whether BAI and BOA engage in the practice of "racial steering" in their decisions as to promotion, partnership and territorial assignments, account assignments, business opportunities, and other terms and conditions of employment;
h. whether BAI and BOA have a policy or practice of favoring the partnership of African-American FAs with African-American PBs;

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i. whether BAI and BOA have a policy or practice of favoring the partnership of Caucasian FAs with Caucasian PBs;
j. whether BAI and BOA have a policy or practice of favoring the assignment of African-American FAs and/or PBs to territories and banking centers that are primarily African-American and/or low net worth;
k. whether BAI and BOA have a policy or practice of favoring the assignment of Caucasian FAs and/or PBs to territories and banking centers that are primarily Caucasian and/or high net worth;
l. whether BAI and BOA have a policy or practice [*17] of disproportionately failing to assign African-American FAs and/or African-American PBs accounts, including but not limited to, the accounts of departing FAs and/or PBs when compared to their Caucasian counterparts;
m. whether BAI and BOA have a policy or practice of disproportionately favoring Caucasian FAs and/or Caucasian PBs in the assignment of accounts, including but not limited to the accounts of departing FAs and/or PBs when compared to their African-American counterparts;
n. whether BAI and BOA knowingly engage in the discriminatory acts and practices alleged herein;
o. whether the employment policies and practices of BAI and BOA at issue have adversely affected their African-American employees under either a disparate treatment or disparate impact theory;
p. whether equitable relief is warranted and the nature of such relief;
q. whether BAI's and BOA's discriminatory employment practices constitute a continuing violation; and
r. whether BAI's and BOA's conduct warrants an award of punitive damages.
27. Plaintiffs' claims are typical of the claims of the members of the Class. The individual plaintiffs have been subjected to each form of the discriminatory common operating [*18] policies and practices at BAI and BOA. The policies and practices complained of in this Complaint affect the entire Class.
28. Plaintiffs will fairly and adequately represent and protect the interests of the Class. Plaintiffs have no conflict with the Class members and have retained counsel who are experienced in class action litigation and cases of this nature.
29. This action is properly maintainable under Rule 23(b)(2) because BAI and BOA have acted and/or refused to act on grounds generally applicable to the Class, making appropriate final injunctive or declaratory relief with respect to the Class as a whole. The Class members are entitled to injunctive relief to end BAI's and BOA's common, uniform, unfair and discriminatory policies and practices.
30. Class certification is also appropriate pursuant to Fed. R. Civ. P. 23(b)(3) because common questions of fact and law predominate over any questions affecting only individual members of the Class, and because a class action is superior to other available methods for the fair and efficient adjudication of this litigation. The Class members have been damaged and are entitled to recovery as [*19] a result of BAI's and BOA's common, uniform, unfair, and discriminatory policies and practices. BAI and BOA have computerized account data, payroll and personnel data that will make calculation of damages for specific Class members relatively simple. The propriety and amount of punitive damages are based on the conduct of the defendants, making these issues common to the Class.
GENERAL POLICIES OR PRACTICES OF DISCRIMINATION
31. Defendant BAI is a registered broker dealer and non-bank subsidiary wholly owned by defendant BOA, the largest consumer and small business bank in the United States and one of the largest financial services firms in the

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world. BAI purports to offer a full range of investment products, accounts, and services for individual investors including full-service and self-directed brokerage services. It serves more than one million customers through a network of 3,600 investment representatives and more than 2,200 financial advisors. BAI's main office is located at 100 Federal St., Boston, Massachusetts.
32. Plaintiffs charge that BAI and BOA have engaged in systematic and pervasive race, color, and/or national origin discrimination. Despite employing a [*20] large number of employees, BAI's and BOA's workforces are not diversified by race, color, or national origin, and Caucasian employees dominate upper-level and higher-paying positions within both companies.
33. During the course of plaintiffs' employment, BAI and BOA regularly discriminated against plaintiffs and other African-American employees in various ways; including but not limited to hiring, promotion, compensation, territorial/work assignments, training, partnerships/workplace networks/teams, access to financial accounts/business, departing employee account assignments, distribution of business support and office resources, and application of company policies/procedures. This discrimination has violated and continues to violate the Civil Rights Act of 1866 (42 U.S.C. § 1981), Title VII, and applicable State and local anti-discrimination laws. In all of the aforementioned areas, BAI and BOA have consistently favored Caucasian employees over African-American employees.
34. BAI's and BOA's written and unwritten policies concerning and including, but not limited to, hiring, promotion, compensation, territorial/work assignments, training, partnerships/workplace [*21] networks/teams, access to financial accounts/business, departing employee account assignments, distribution of business support and office resources, and application of company policies/procedures were not applied uniformly or fairly. On the contrary, these decisions were often based on management's subjective and racially biased decision-making.
35. BAI's and BOA's pattern and practice of discrimination includes, but is not limited to, "racial steering." Racial steering occurs when BAI and BOA regularly engage in a business practice of partnering Financial Advisors with Premier Bankers and assigning those partnerships to certain sales territories. The general purpose behind the practice of partnering FAs with PBs is for PBs to refer their BOA clients to their FA partners so that the FAs - and BAI - can get that potentially lucrative business. The idea is the PBs will provide these clients with banking services, and the FAs will provide these clients with investment services. The Financial Advisors at BAI depend on these referrals for their business because virtually all indicia of success, advancement, and achievement at BAI and BOA are based on the total dollar amount of assets [*22] a Financial Advisor manages and the amount a Premier Banker has produced.
36. When a PB is partnered with a FA, they are assigned to cover specific geographic territories and/or banking centers. This partnership practice is dependent upon the PB referring his/her BOA clients to the FA, including those originating from within the specifically assigned territories/banking centers.
37. Under this business model, BAI and BOA regularly and knowingly engage in racial steering. Indeed, BAI and BOA have engaged in a pattern and practice of favoring the partnership of minority FAs with minority PBs. Furthermore, once the minority PBs and FAs are partnered, BAI and BOA almost invariably assign the minority partnerships to geographic territories composed primarily of minority clients. BAI and BOA are aware that these territories are composed of minority clients who are low net-worth as compared with the primarily non-minority clients in certain other geographic areas, but have said that they believe their clients to be more "comfortable" with sales representatives of their own race. As a result of this discriminatory practice by BAI and BOA, African-Americans face greater difficulty in developing [*23] their business, careers and income.
38. Conversely, BAI and BOA have engaged in a pattern and practice of favoring the partnership of Caucasian FAs with Caucasian PBs, and assigning these Caucasian FA-PB partnerships geographic territories composed primarily of non-minority Caucasian clients. BAI and BOA know that these territories are composed of primarily Caucasian clients and that these Caucasian clients are high net-worth as compared with the primarily minority clients in certain other geographic territories. As a result of this discriminatory practice by BAI and BOA, Caucasians face less difficulty in

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developing their business, careers and income.
39. In the limited instances when BAI and BOA have partnered a Caucasian with an African-American or assigned an African-American to a non-minority territory, they have done so on a purely limited-duration basis. This occurs for purposes of temporarily "parking" that Caucasian FA/PB or territory for internal reasons; subsequently, after a short period of time, BAI and BOA will reassign that Caucasian FA/PB or territory to other Caucasians.
40. An additional effect of these time-limited "parking" arrangements is that African-American [*24] FAs, unlike Caucasian FAs, are invariably subjected to a high turnover rate with respect to both the PBs they are partnered with and the territories they are assigned. This further limits the ability of African-American FAs to develop their business, careers and income when compared to Caucasian FAs. Caucasian FAs are not subjected to such high turnover.
41. This high turnover rate has also resulted in African-American FAs, unlike their Caucasian counterparts, regularly being partnered with junior, less experienced and/or problematic PBs.
42. Defendants have also failed to provide adequate support and resources to Class members who are selling investment products to potential African-American client pools. For example, Defendants often instruct African-American FAs to focus on soliciting debt-side (e.g., credit card) business instead of investment-side business, from potential African-American client pools, because BAI executives in Boston, including Patrick Phillips, have claimed that such client pools do not constitute a "lucrative market" and that African-Americans are not "sophisticated," "competent," or "savvy" investors.
43. BAI's and BOA's nationwide account allocation policies [*25] and practices discriminate against African-Americans because they permit excessive subjectivity by management in account assignment and the allocation of business opportunities. This is a uniform practice across BAI's and BOA's offices. Thus, managers distribute accounts, referrals, leads, call-ins, walk-ins, and other business opportunities to the FAs and PBs based on management's biased personal preferences.
44. By entrusting these managers, virtually all of whom are Caucasian, with undue discretion in these matters, BAI and BOA maintain a system whereby managers apply their own personal preferences and biases in making allocation decisions in a way that systematically disadvantages African-Americans and limits their compensation.
45. The aforementioned pattern of unequal territorial and partnership assignments, support, resources, compensation, and advancement opportunities is not the result of random or non-discriminatory factors. Rather, it is the result of an on-going and continuous pattern of intentional racial discrimination in assignments, support, resources, compensation, and promotions, and reliance on policies and practices that have an adverse impact on African-American [*26] employees that cannot be justified by business necessity, and for which alternative policies and practices with less discriminatory impact could be utilized that equally serve any asserted justification. Plaintiffs are informed and believe that such policies and practices include, without limitation:
a. Reliance on unweighted, arbitrary and subjective criteria in making territorial and partnership assignments, and in allocating support and resources. To the extent that BAI and BOA policy state objective requirements, these requirements are often ignored or applied in an inconsistent manner.
b. Reliance on racial stereotypes in making territorial and partnership assignments and in allocating support, resources, accounts and other business opportunities.
c. Pre-selection and "grooming" of Caucasian FAs and PBs for favorable assignments and advancement.
d. Maintenance of racially segregated territorial and partnership assignments.
e. Deterrence and discouragement of African-American FAs and PBs from seeking advancement, support,

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resources, and favorable assignments and pay.
f. Assigning African-American FAs and PBs to territories with less advancement potential than those given [*27] to Caucasians, and advancing African-Americans more slowly than similarly situated Caucasians.
g. Providing less support and resources to African-American FAs and PBs than that given to Caucasian FAs and PBs.
h. Retaliating against African-American FAs and PBs who have complained about BAI's or BOA's treatment of its African-American FAs and PBs.
ALLEGATIONS OF THE INDIVIDUAL PLAINTIFFS
Richard Turnley III's Claims
46. Plaintiff Richard Turnley III, began his employment with BAI on October 13, 2003 as an FA in the office located at 600 Peachtree St., Atlanta, Georgia. Prior to joining BAI, Mr. Turnley had 14 years experience in the financial services industry, including ten successful years at Smith Barney and more than three years at Wachovia Bank.
47. Mr. Turnley also has been a victim of the racial discrimination and steering described above. For instance, when Mr. Turnley began his employment with BAI, he was temporarily assigned to - or more accurately, "parked with" - a Caucasian PB, Terry Williams. Terry Williams was an experienced PB with an established book of business derived from mostly high net-worth Caucasian clients located primarily in mid-town [*28] Atlanta. After just two months, however, Mr. Turnley's Caucasian manager, Cliff Ingram, terminated this partnership and assigned Mr. Turnley to a partnership with an African-American PB named Chris Williams. PB Williams was assigned to geographic territories in Decatur/South Dekalb County that were primarily African-American and low net-worth. The FA assigned to Chris Williams prior to Mr. Turnley was also an African-American.
48. Mr. Ingram made this change fully aware that PB Terry William's established status would have helped Mr. Turnley grow his business and that the limitations of PB Chris William's territories and other associated difficulties would only hinder Mr. Turnley's ability to succeed.
49. After Cliff Ingram terminated Mr. Turnley's partnership with Terry Williams, he partnered Mr. Williams with a Caucasian FA, Justin Zegalia. When Mr. Turnley voiced his concern about these changes to Cliff Ingram, Mr. Ingram took no action.
50. In or about the first quarter of 2005, PB Chris Williams left the employment of BAI. At this time, Mr. Turnley was partnered or "parked" with a Caucasian PB, Kevin Glass, who had an established book of business in primarily Caucasian high [*29] net-worth territories in the Buckhead area of Atlanta. Contrary to how the BAI/BOA system was supposed to work, however, Mr. Glass did not refer any of his clients to his "partner," Mr. Turnley. Instead, with the full knowledge of senior management, Mr. Glass referred his clients to Caucasian FAs who were not even in partnership with him. Rather than take corrective action against Mr. Glass for this discriminatory practice - which was at odds with BAI's FA-PB partnership model - BAI elected to do nothing.
51. In or about the third quarter of 2005, after just two to three months of "partnership" with Mr. Turnley, Mr. Glass terminated his partnership with Mr. Turnley and moved to another city. Shortly thereafter, consistent with its pattern and practice, BAI again partnered Mr. Turnley with another African-American PB, Glen Caldwell.
52. Mr. Turnley and Mr. Caldwell initially believed they would be permitted to continue working in the high net-worth and primarily Caucasian territory of Buckhead to which Mr. Turnley had been briefly assigned with Mr. Glass. However, BAI removed this high net-worth Caucasian territory from the African-American partnership and reassigned it to a Caucasian [*30] FA-PB partnership.

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53. Mr. Turnley and Mr. Caldwell were instead assigned to the same African-American, low net-worth territory that Mr. Turnley previously had been assigned to with African-American PB Chris Williams. At this point, Mr. Turnley felt he had no choice but to terminate his employment with BAI, which he did on November 17, 2006.
54. BAI also discriminated against Mr. Turnley with respect to promotion. In the fall of 2004, Mr. Turnley inquired about and sought the position of Sales Manager from his Manager, Cliff Ingram. Mr. Ingram informed Mr. Turnley that he was not qualified as he was not doing enough "fee-based business." BAI, however, subsequently hired a Caucasian, Andy Gillenson, who had worked as a discount broker at Quick & Reilly (a non fee-based position), to fill the position of Sales Manager. During his first week at BAI, while speaking with Mr. Turnley, Mr. Gillenson stated that he had no fee-based business, and in fact had, at that very moment, a fee-based business study manual in his hand.
55. In mid-2005, Mr. Turnley sought a position as a client manager in BOA's private banking division. Again, he was not selected for this position. [*31]
56. Support and mentoring by senior managers is also critical to the success of FAs. Managers Cliff Ingram and Andy Gillenson, both of whom are Caucasian, routinely visited Caucasian FAs and provided them guidance, support and mentoring. They did not do so for Mr. Turnley and other African-American FAs.
57. BAI also discriminates in its application of resources and support, favoring Caucasian FAs over African-American FAs. For example, FAs require the assistance of licensed Sales Assistants. Sales Assistants are often initially hired without their licenses and subsequently acquire their licenses on the job. Sales Assistants who work for African-American FAs are typically taken away from African-American FAs as soon as they acquire their licenses and then reassigned to Caucasian FAs. This has resulted in a disparately high turnover of Sales Assistants for African-American FAs which has negatively impacted their business, compensation and careers. During Mr. Turnley's tenure with BAI, he had no less than seven different Sales Assistants.
58. BAI also engages in discriminatory behavior, including racial steering, with respect to the reassignment of accounts of departing FAs. When [*32] an FA leaves BAI, that FA's accounts are reassigned to remaining FAs. Such reassignments play a significant role in an FA's job success, career growth and income.
59. BAI has engaged in a pattern and practice of reassigning a majority of the largest and most promising accounts of departing Caucasian FAs to remaining Caucasian FAs. To the limited extent that a departing Caucasian FA's accounts have been reassigned to an African-American FA, they were few, small and generally not promising accounts.
60. For example, at or around the end of 2005, two Caucasian FAs in the Atlanta office, Mack McGrew and Dunbar Harrison, left BAI. McGrew's and Harrison's accounts, totaling approximately $ 300 million in assets, were assigned to FAs Steve Burroughs, Janis Jones, Heather Buck and Frank Pittman, all of whom are Caucasian.
61. BAI's discrimination against African-Americans is so pervasive that minority FAs are even typically denied access to the accounts of departing African-American FAs. For instance, shortly after Mr. Turnley left BAI, a remaining African-American FA sought to have some of Mr. Turnley's fee-based accounts assigned to him. Mr. Turnley later learned that this African-American [*33] employee was told that Mr. Turnley had no fee-based accounts - which was false.
62. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Turnley's job success, career and income.
63. Mr. Turnley seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
Baron Finlayson's Claims

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64. Plaintiff Baron Finlayson is a 48 year-old African-American Financial Advisor at BAI. Mr. Finlayson began his employment with BAI on August 12, 2002 as a Financial Advisor in the office located at 600 Peachtree St., Atlanta, Georgia.
65. Prior to joining BAI, Mr. Finlayson was employed by First Union Corporation as a trader and analyst. Mr. Finlayson has over twenty years of experience in the financial services industry.
66. Like Mr. Turnley, Mr. Finlayson has been a victim of BAI's pattern and practice of racial steering. Shortly after completing his training program in late 2002, Mr. Finlayson was assigned to territories in Southwest Atlanta. These territories were primarily African-American and low net-worth.
67. Approximately a year later, in August/September 2003, upon BAI and BOA embarking [*34] on their new "partnership" structure, Mr. Finlayson was assigned to an African-American PB, Joyie Gibson. In fact, Mr. Finlayson was required by BAI to share his partnership with Ms. Gibson with another African-American FA, Tyrone Johnson.
68. The Finlayson-Gibson partnership was assigned territories located in Southwest Atlanta. These territories were primarily African-American and low net-worth. Because Mr. Finlayson and Ms. Gibson were limited to only these African-American low net-worth territories, their business, careers and compensation suffered.
69. After approximately six months, PB Gibson was partnered exclusively with African-American FA Tyrone Johnson.
70. On or about January 2004, because Mr. Finlayson was now without a PB, BAI "parked" a recently graduated, inexperienced Caucasian PB, Matthew Pietzak, with Mr. Finlayson. After just a few months, BAI permitted Finlayson's partnership with Pietzak to be terminated, and Pietzak was then partnered with a Caucasian FA and assigned territories in North Atlanta. These territories were primarily Caucasian and high net-worth.
71. In or about September 2004, Mr. Finlayson was assigned to new territories. These territories were [*35] located in East Atlanta/Lithonia and were again primarily African-American and low net-worth.
72. At this same time, Mr. Finlayson was partnered with a new PB, Angela Clayton, who was an African-American. After approximately six months, PB Clayton ended her employment with BAI.
73. After Ms. Clayton's departure, BAI again "parked" a Caucasian PB, Eileen Burns, and her Caucasian high net-worth client portfolio, with Mr. Finlayson. Soon, after only approximately five months time, BAI terminated Mr. Finlayson's partnership with Ms. Burns and his access to her high net-worth Caucasian client portfolio.
74. Subsequently, in or around January 2006, BAI "parked" another Caucasian PB, Jason Lauck, with Mr. Finlayson. After just two weeks, however, BAI permitted Lauck to terminate his partnership with Mr. Finlayson.
75. Mr. Finlayson was subsequently assigned to PB plaintiff Coleen Hinds, who is African-American. Again, the Finlayson-Hinds partnership was assigned the primarily African-American, low net-worth territories in East Atlanta/Lithonia.
76. PB Hinds left BAI on June 24, 2006.
77. On or about September 11, 2006, Mr. Finlayson, who had been without a PB since Ms. Hinds' departure [*36] in June 2006, met with his manager, Andy Gillenson, and the manager of PBs in the Atlanta market, Paige Green, both of whom are Caucasian. During this meeting, Paige Green informed Mr. Finlayson that they were interested in partnering him with a new African-American PB, Michael Green. Michael Green had been partnered, for approximately four to six months, with a Caucasian FA, Larry Smith, who was assigned Caucasian high net-worth territories South Georgia.

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78. According to Paige Green, the reason that BAI wanted to terminate Michael Green's partnership with Larry Smith and partner him with Mr. Finlayson was that BAI believed that Caucasian FA Larry Smith's Caucasian clients were "uncomfortable" working with Mr. Green.
79. During the foregoing four-year period, Mr. Finlayson was subjected to territorial reassignments on six different occasions by BAI. During this same period, Mr. Finlayson was subjected to PB partnership changes seven times. Each time he was partnered with an African-American PB, he was assigned to a largely African-American, low net-worth territory. Caucasian FAs were not subjected to such practices.
80. During Mr. Finlayson's employment at BAI, he understood [*37] that there were communications between senior management located in Boston, and managers at Mr. Finlayson's local Atlanta office that directly resulted in the discrimination against him. For example, during Mr. Finlayson's September 11, 2006 meeting with his manager, Andy Gillenson, and the manager of premier bankers/client managers in the Atlanta market, Paige Green, they discussed issues relating to Mr. Finlayson's partnerships and territorial assignments. During this meeting, in response to Mr. Finlayson's questions regarding the Premier Bankers Mr. Finlayson was partnered with and the territories he was assigned to, both Mr. Gillenson and Ms. Green indicated to Mr. Finlayson that Patrick Phillips, President of Premier Banking and Investments, and other senior managers located in Boston, had permitted them to make the partnership and territorial assignments they made.
81. On or about June 21, 2007, a Charge of Discrimination on behalf of Mr. Finlayson was submitted to the Boston Area Office of the EEOC, with copies to the Massachusetts Commission Against Discrimination ("MCAD"), for dual filing with the MCAD.
82. On or about March 19, 2008, the EEOC issued a Right to Sue Letter [*38] to Mr. Finlayson. Attached hereto as Exhibit A is a true and correct copy of the letter.
83. Despite Mr. Finlayson's complaints regarding his low net worth territories and racial steering, no improvement was made in his assigned territories. Mr. Finlayson made persistent requests for a territory change to Cliff Ingram and Andy Gillenson at BAI team meetings. He was told by Ingram and Gillenson that they would look into a territory change, but they wanted Finlayson to continue to cover the territories assigned and do the best he could. BAI's failure to correct the discriminatory practices created an intolerable working environment for Mr. Finlayson as it directly and adversely affected his financial and career goals and amounted to constructive discharge. As a direct result of the racially discriminatory working environment created by BAI's actions described above, Mr. Finlayson felt he had no other alternative, and resigned from BAI on April 16, 2008.
84. Mr. Finlayson made every effort to continue to advance his career at BAI and remain as an employee of BAI. Absent BAI's racially discriminatory practices, Mr. Finlayson would have continued his employment with BAI.
85. All of the [*39] foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Finlayson's job success, career and compensation.
86. Mr. Finlayson seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
Coleen Hinds' Claims
87. Plaintiff Coleen Hinds is a 30 year-old African-American former Premier Banker at BOA.
88. Ms. Hinds began her employment with BOA on December 13, 2004 as a Premier Banker at BOA's Premier Banking & Investments office located at 3414 Peachtree Rd., Atlanta, Georgia. Ms. Hinds resigned from BOA on June 24, 2006.

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89. Prior to joining BAI, Ms. Hinds was successfully employed by J.P. Morgan and Citibank, and had over ten years experience in the financial services industry.
90. Like Messrs. Turnley and Finlayson, Ms. Hinds was a victim of racial discrimination and racial steering on the part of BAI and BOA. Following the completion of her training program in February 2005, Ms. Hinds was partnered with an African-American FA, Clark Cesar. They were assigned and then restricted to branches/territories located in Southeast Atlanta, which is primarily African-American and low net-worth. This [*40] severely limited Ms. Hinds' ability to develop her business. Despite repeated complaints by Ms. Hinds to her Caucasian supervisor, David Simmons, BOA made no change with regard to this racial steering. Disappointed with the situation, FA Cesar left BAI in or about December of 2005. After Mr. Cesar left, Ms. Hinds was left without an FA partner from December 2005 until February of 2006.
91. In or about February 2006, Ms. Hinds was finally partnered with plaintiff Baron Finlayson, who is also African-American. Ms. Hinds was also again assigned branches/territories in East Atlanta made up of primarily low net-worth African-Americans. This further negatively impacted Ms. Hinds' job success and income and was also part of BOA's continuing retaliation against her for complaining about BOA's discriminatory practices. Nonetheless, Ms. Hinds continued to voice her concerns to her supervisor, Glen Romm.
92. As part of the continuing retaliation against Hinds for her complaints, Mr. Romm issued Ms. Hinds a pretextual written warning in or about May of 2006.
93. Ms. Hinds asked to be transferred to another position within BOA. While Mr. Romm indicated that was fine and, indeed, [*41] offered to "help" - he rejected every position that Ms. Hinds suggested. Ultimately, he said, she could not obtain any new sales position at BOA because she was on written warning.
94. Ms. Hinds, believing that she had no other choice, left BOA on June 24, 2006.
95. All of the foregoing discriminatory practices by BOA have significantly and adversely impacted Ms. Hinds' job success, career and compensation.
96. Ms. Hinds seeks declaratory, injunctive, compensatory and other relief, to benefit herself and all members of the Class.
Mark-Anthony Brown's Claims
97. Plaintiff, Mark-Anthony Brown, is a 34 year-old African-American former Financial Advisor at BAI.
98. Mr. Brown began his employment with BAI on August 10, 1998 as a registered sales assistant but left on or about September 1, 2000 because BAI refused to hire him as a Financial Advisor. According to the Company, Mr. Brown required five years of experience and an established book of business or to be "sponsored" by an already "established" Financial Advisor.
99. BAI ultimately agreed to hire Mr. Brown as a Financial Advisor after a BAI Financial Advisor, Aaron Parthemer, agreed to "sponsor" him. At that time, [*42] Parthemer had a business relationship with two African-American BOA Premier Bankers named Sylvester King and Paul Wiggins.
100. In or about October 2002, Mr. Brown moved his family to West Palm Beach, Florida. Because there were no African-American Premier Bankers in the West Palm Beach market, Mr. Brown was partnered with a Caucasian PB named Sandra Carter.
101. Despite being partnered with Mr. Brown and being required by Company policy to refer all eligible clients that originated from their shared territories, Ms. Carter told Mr. Brown that she would not refer any clients to him. After Mr.

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Brown raised an issue with this, Ms. Carter began to refer some of her clients to him, but only those clients who were not interested in a long-time advisory relationship, and those clients who had already indicated they were leaving BOA. While Ms. Carter refused to refer any clients to Mr. Brown, she did refer her clients to three other Caucasian Financial Advisors in the West Palm Beach area. BAI and BOA knowingly permitted Ms. Carter to engage in this discriminatory practice.
102. Because of Ms. Carter's refusal to refer her clients to him, Mr. Brown was forced to sustain himself with referrals [*43] he received from Sylvester King and clients he developed on his own in the Fort Lauderdale market.
103. Because of the ongoing discrimination he was facing in Florida, and BAI's and BOA's refusal to remedy the situation, Mr. Brown decided to move - again - to Atlanta, Georgia in September 2005.
104. Anxious to properly and smoothly transition to his new territory, Mr. Brown notified the Atlanta Marketing Manager, Cliff Ingram, as early as October 2005 that he would be moving to Atlanta in January 2006.
105. Mr. Brown made clear to both Mr. Ingram as well as his West Palm Beach Manager, Scott Chaison, that he would retain his Florida book of business while he developed new business in Atlanta. This was essential because it would allow Mr. Brown to continue to earn income while he transitioned to and developed his new territory.
106. Over the course of the next several months, BAI engaged in a series of actions that not only undermined Mr. Brown's ability to establish himself in the Atlanta market, but also caused him to lose his Florida book of business that he had worked so hard to develop.
107. For example, BAI failed to provide Mr. Brown an office or any administrative support [*44] in Atlanta despite having had several months of advance notice that he would be transferring to the Atlanta office. Mr. Brown was not given a phone number at which clients could reach him and could not have business cards printed because he had no telephone.
108. Nor did BAI or BOA assign Mr. Brown a Premier Banker or any territories in Atlanta for several months. It was not until May 2006 that Mr. Brown was even assigned a territory. Mr. Brown was ultimately forced to forge his own partnership with African-American Premier Banker Greg Crane in April 2006.
109. At the same time, BAI permitted Caucasian Financial Advisors in Florida to raid Mr. Brown's clients in Florida despite being informed by Mr. Brown that he intended to keep this business.
110. Frustrated by his efforts to gain a foothold in the Atlanta market, and losing his Florida clients to Caucasian Financial Advisors, Mr. Brown had no choice but to resign from BAI in August 2006.
111. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Brown's job success, career and income.
112. Mr. Brown seeks declaratory, injunctive, compensatory and other relief, to benefit himself [*45] and all members of the Class.
Timothy Johnson II's Claims
113. Plaintiff, Timothy Johnson, II, is a 25 year-old African-American former Financial Advisor at BAI.
114. Mr. Johnson began his employment with BAI on February 28, 2006 as a Financial Advisor at BAI's office at 7800 Forsyth Blvd., St. Louis, Missouri. Prior to joining BAI, Mr. Johnson was employed as a Financial Consultant at U.S. Bancorp Investments and Insurance.
115. Shortly after joining the Company, Mr. Johnson was assigned territories in the St. Louis market that are

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primarily African-American and low net-worth, including Baden, New Halls Ferry and Florrisant.
116. Upon his hiring, Mr. Johnson was initially "parked" with a Caucasian Premier Banker named Doug Rankin, but Mr. Rankin terminated his partnership with Mr. Johnson within three months.
117. At or about the same time that Mr. Johnson was hired, BAI also hired two Caucasian Financial Advisors, Cole Taylor, also from U.S. Bancorp, and Aaron Unger. In contrast to Mr. Johnson, Mr. Taylor and Mr. Unger were immediately assigned territories that are primarily Caucasian and high net worth. In addition, both Mr. Taylor and Mr. Unger, unlike Mr. Johnson, [*46] were immediately partnered - not "parked" - with a Caucasian Premier Banker.
118. After Rankin terminated his partnership with Mr. Johnson, BAI did not assign Mr. Johnson a new Premier Banker for over three months. Unlike the Caucasian Financial Advisors who started with Mr. Johnson, Mr. Johnson was deprived of potential new business during this time period.
119. When BAI finally did assign Mr. Johnson to another Premier Banker, it was a brand new, inexperienced Caucasian banker named Shawn Eldridge. Mr. Eldridge was one of the lowest-ranked Premier Bankers in the St. Louis market. Mr. Johnson continued to be assigned to largely African-American low net-worth territories.
120. BAI and BOA also discriminated against Mr. Johnson in terms of compensation. On or about March 1, 2007, BAI reduced Mr. Johnson's pay-out from 36% to 24%. No such reduction was made to the pay-out of the Caucasian Financial Advisors such as Mr. Taylor.
121. As set forth above, BAI also engages in racial steering with respect to the reassignment of accounts of departing Financial Advisors. When a Financial Advisor leaves BAI, that advisor's accounts are reassigned to other Financial Advisors.
122. BAI has [*47] a practice or pattern of reassigning the majority, largest and most promising accounts of departing advisors to Caucasian Financial Advisors. To the limited extent that a departing Caucasian Financial Advisor's accounts are reassigned to an African-American Financial Advisor, they are few, small and generally not promising accounts.
123. For example, shortly before Mr. Johnson was hired, William Tate, an African-American Financial Advisor, transferred from the St. Louis office of BAI to Washington, D.C. When this transfer occurred, Mr. Tate's most profitable fee-based accounts were reassigned to Caucasian Financial Advisors, including Cole Taylor. In contrast, Mr. Johnson received only the accounts of Mr. Tate's low net worth African-American clients. Similarly, when Caucasian Financial Advisor Will Brennan left, his clients were assigned to Aaron Unger who, unlike Mr. Johnson, had no previous experience as a financial advisor.
124. In response to Mr. Johnson's many complaints about the discrimination he experienced, BAI took no action. To the contrary, BAI retaliated against him by continuing to limit his access to office space and other necessary resources. Mr. Johnson felt compelled [*48] to leave BAI on March 12, 2007.
125. All of the foregoing discriminatory practices by BAI have significantly and adversely impacted Mr. Johnson's professional success, career and income.
126. Mr. Johnson seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
127. On or about June 21, 2007, a Charge of Discrimination on behalf of Mr. Johnson was submitted to the Boston Area Office of the EEOC, with copies to the MCAD, for dual filing. On November 5, 2007, the Boston Area Office of the EEOC issued a Right To Sue Letter for Mr. Johnson. A true and correct copy of this letter is attached hereto as Exhibit B.

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Khairi Dwayne Rahman's Claims
128. Plaintiff Khairi Dwayne Rahman began his employment with BAI on August 12, 2005 when he was hired by Jeffrey W. Wheeler, the Boston Market Director for Banc of America Investment Services Division. At all times relevant hereto, Mr. Rahman worked as an FA in BAI's main office located at 100 Federal St., Boston, Massachusetts. Prior to joining BAI, Mr. Rahman was successfully employed by Merrill Lynch, earning $ 232,000 after taxes within the first seven months of 2005, and had over [*49] seven years of experience in the financial services industry.
129. Mr. Rahman was a victim of overt racial discrimination during his tenure at BAI. Mr. Rahman agreed to join BAI only after Mr. Wheeler promised Mr. Rahman that he would have the resources and support of senior management in executing his Business Development Strategy, which Mr. Rahman fully disclosed prior to his joining BAI. Defendants failed to honor their promises in breach of their agreement with Mr. Rahman and instead engaged in discriminatory practices directly undermining Mr. Rahman's efforts to execute his strategy.
130. Racially stereotypical limitations were placed on the type of investment and banking products Mr. Rahman could offer to his African-American clients. For example, when Mr. Rahman was considering making the transition to BAI, he was assured by Mr. Wheeler that he would have the opportunity to sell the full panoply of investment products offered by BAI. However, when he started working for BAI, BAI instructed him to change his business model to focus on soliciting "debt-side" business from his African-American institutional relationships, such as credit cards, rather than "investment-grade" products [*50] such as mutual funds and 403(b) platforms with annuities. Because sales of investment grade products typically result in significantly higher commissions than debt-side products, and also because they generally lead to more stable and recurring business from clients, this severely impacted Mr. Rahman's and other Class members' compensation and job opportunities.
131. When Mr. Rahman complained to senior management about the impact these limitations were having on his business, he was met with overt racism. For example, on several occasions, Mr. Rahman met with Patrick Phillips, President of Premier Banking and Investments (in Boston), and other top BAI executives in Boston, including Keith Winn, Marty Courage, and Jeffrey Wheeler, regarding these limitations and the impact they were having on his ability to perform his job responsibilities. When Mr. Rahman complained about these patterns and practices, the top BAI executives in Boston, including Patrick Phillips, told Mr. Rahman that African-American client pools do not constitute a "lucrative market," and were not comprised of "sophisticated," "competent," or "savvy" investors. This breach of BAI's agreement with Mr. Rahman and the [*51] racially motivated limitations placed on the type of business he could undertake severely impacted Mr. Rahman's compensation and job success.
132. Mr. Rahman, like the other plaintiffs, has also been a victim of defendants' racially motivated practice of partnering African-Americans with each other. Before Mr. Rahman even started his employment at BAI, BAI already had him paired with a Premier Broker, a Middle Market Banker, and a Retail Financial Advisor - all three of whom were African-American. Indeed, during Mr. Rahman's employment at BAI, he was partnered only with Premier Brokers who were African-American and of African lineage, including Naji Farrat, Pierre Vital, and Robert Williams, and with one Financial Advisor who was also African-American. Mr. Rahman understood that this was because BAI believed that African-Americans FAs should sell to African-American clients.
133. Mr. Rahman was discriminated against in terms of his compensation in additional ways as well. Mr. Rahman had several discussions with Caucasian FAs who, like him, had recently transferred to BAI. Although the newly transferred Caucasian Financial Advisors had past production performance records at their [*52] prior respective firms similar to Mr. Rahman, BAI had offered the Caucasian FAs transition packages ranging from $ 175,000 to $ 225,000 upfront bonuses as well as Sr. Vice-President positions. In contrast, Mr. Rahman was offered only a $ 50,000 upfront bonus and an Assistant Vice-President position. Thus, Mr. Rahman was discriminated against in terms of his compensation as compared to his Caucasian counterparts.
134. Mr. Rahman was also subjected to other demeaning stereotypical remarks about the African-American market,

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and to insults with humiliating racial undertones regarding the work Mr. Rahman had achieved with the African-American market and research and relationships Mr. Rahman built over several years with national African-American leaders and institutions. For instance, on his first day on the job at BAI, Mr. Rahman was told by Mr. Wheeler that he wanted Mr. Rahman to meet and work with the Boston office "Black Lesbian," and that they "would be the perfect diversity Financial Advisor Team."
135. Mr. Rahman had several emotionally charged meetings with BAI's Human Resources Department in Boston, during which Mr. Rahman broke down and cried due to the strain of working in [*53] an unwelcoming work environment towards African-Americans. Mr. Rahman met with BAI's Human Resources Department in Boston regarding, among other things, BAI's policies and practices of pairing employees solely because of their color, rather than because their job skills and experience appropriately matched.
136. In February 2006, in one of the discussions regarding BAI's offensive stereotyping of the African-American client pool, Mr. Rahman was told by Jeffrey Wheeler that Mr. Rahman should "move and work in a market with a high concentration of African-Americans." The message was clear: if Mr. Rahman wanted to continue working for BAI, he needed to consider leaving Boston.
137. Mr. Rahman witnessed first-hand how African-American BAI Financial Advisors in Boston had to work harder and were provided fewer resources than their Caucasian counterparts. Caucasian FAs received favorable treatment, forcing the African-American FAs to compete on an uneven playing field. African-American FAs were made to feel undervalued, thus creating an unwelcoming work environment that interfered with the ability to develop into a successful BAI Financial Advisor.
138. After Mr. Rahman complained about [*54] the Company's discriminatory policies and practices, he was retaliated against for speaking out and the executive channels of the Company were no longer made available to him, creating an environment in which Mr. Rahman no longer had support towards business building. As a result, Mr. Rahman left the Company in September 2006, and is now President of his own financial services company, New Vision Financial.
139. All of the foregoing discriminatory practices and policies by BAI significantly and adversely impacted Mr. Rahman's job success, career and compensation.
140. Mr. Rahman seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
Rahmel Hobbs' Claims
141. Plaintiff Rahmel Hobbs is a class member, and began his employment with BOA in July 2006 at the BOA location at 740 Gallivan Blvd., Dorchester, Massachusetts as a BOA Premier Banker.
142. Like plaintiffs Turnley, Finlayson, Brown, Johnson, Rahman, Hinds and Gravely, Mr. Hobbs has been a victim of the racial discrimination and steering described above.
143. Mr. Hobbs alleges upon information and belief that during his recent employment with BOA, he was the only [*55] African-American BOA Premier Banker in the greater Boston Area. Mr. Hobbs further alleges upon information and belief that Vernon Dailey, the FA with whom he was partnered, was the only African-American BAI Financial Advisor in the greater Boston Area.
144. Mr. Hobbs and Mr. Dailey were partnered together and assigned to territories which have a higher percentage of minority and/or low net worth clients compared to territories where their Caucasian counterparts are assigned.
145. Because Mr. Hobbs' and Mr. Dailey's territories had a higher percentage of low net worth customers compared

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to the territories of their Caucasian counterparts, the potential for income generation, particularly from investment products, was substantially lower.
146. Mr. Hobbs alleges on information and belief that FA-PB partnerships in more affluent areas of Boston are only responsible for managing two to three territories. By contrast, because the areas to which Mr. Hobbs and Mr. Dailey were assigned are lower net worth, they were responsible for 14 territories.
147. Mr. Hobbs was denied access to similar resources compared to his Caucasian counterparts. For example, in an effort to attract clients interested [*56] in BOA's investment products, Mr. Hobbs requested the use of an office in a higher net worth territory, rather than the cubicle he was assigned to work from in Dorchester. The request was refused due to a "lack of space," but an offer was extended to Mr. Hobbs to use a cubicle in a higher net worth area only on an "as needed" basis.
148. Despite the "lack of space" at the higher net worth territories, Caucasian PBs, including one that Mr. Hobbs himself recruited, were later assigned to these territories.
149. On or about February 26, 2008, Mr. Hobbs submitted a Charge of Discrimination to the Boston Area Office of the EEOC. This charge was also dual-filed with the MCAD. Attached hereto as Exhibit C is a true and correct copy of this Charge.
150. On or about February 28, 2008, the Boston Area Office of the EEOC issued a Right to Sue Letter to Mr. Hobbs. Attached hereto as Exhibit D is a true and correct copy of the letter.
151. On or about March 19, 2008, the MCAD consented in writing to Mr. Hobbs withdrawing his Charge of Discrimination in accordance with c. 151B § 9. Attached hereto as Exhibit E is a true and correct copy of the written consent issued by the MCAD.
152. On or [*57] about March 30, 2008, Vernon Dailey, the African American FA with whom Mr. Hobbs was partnered, resigned from BAI due to BAI's discriminatory practices, including his assignment to low net worth territories. Mr. Dailey made repeated requests for changes in his territory and changes in his business location necessary to achieve higher commissions. His requests were denied. Due to BAI's unwillingness to grant Mr. Dailey's repeated requests for transfer to an office location that would allow Mr. Dailey to attract clients that met the BOA investment criteria or a better territory, Mr. Dailey felt compelled to resign from BAI on March 30, 2008.
153. In May, 2008, approximately 30 days after Plaintiffs filed the initial Proposed Second Amended Complaint, which reflected Mr. Hobbs' addition as a named plaintiff, BOA informed Mr. Hobbs that he would be placed on a 30 day performance plan. Mr. Hobbs was told that in order to remain employed with BOA he had to meet eight performance metrics in a 30 day period. The required metrics included, without limitation, the following: (1) make ten contacts a day with customers; (2) conduct a minimum of one weekly planning session with the assigned FA; [*58] (3) conduct five joint investment meetings per week with the assigned FA and a customer; (4) bring overdue client follow-up calls exceeding 90-180 days within less than 10%; and (5) close $ 1M in credit business in 30 days (the "credit production goal"). Mr. Hobbs fulfilled seven of the required performance metrics, but was unable to meet the eighth, i.e., credit production goal.
154. During the 30-day period, Mr. Hobbs had succeeded in obtaining guaranteed client loan transactions, and established closing dates for the loans. BOA refused to allow Mr. Hobbs additional time to close the transactions, and refused to count these loans toward the credit production goal. If Mr. Hobbs had been allowed additional time to close the guaranteed loans, he would have met the BOA credit production goal.
155. In addition, Mr. Hobbs had complained to his manager regarding a number of loans that were taken from him by other BOA personnel in violation of BOA policies. Mr. Hobbs' manager had agreed to investigate the circumstances and inform Mr. Hobbs of the steps taken by BOA to correct the situation and properly credit Mr. Hobbs for the loans.

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BOA did not count any of these loans toward the [*59] credit production goal.
156. During the 30-day period, Mr. Hobbs had also closed several loan transactions that were not reflected in the BOA computer system. Loans that are closed do not immediately appear in the BOA computer system. A delay of several days is not unusual. Because the BOA computer records did not reflect the closed loans, Mr. Hobbs was not given credit toward the credit production goal for these loan transactions.
157. BOA thereafter wrongly discharged Mr. Hobbs on June 2, 2008, purportedly for failure to meet the credit production goal. BOA refused to grant Mr. Hobbs credit for the loan transactions he had closed and refused to allow Mr. Hobbs to contest the wrongful discharge.
158. Based on information and belief, Mr. Hobbs alleges that BOA's wrongful discharge was in retaliation of Mr. Hobbs' opposition to BOA's unlawful, discriminatory, employment practices and Mr. Hobb's request to participate as a named plaintiff in the legal proceedings that are the subject of the Proposed Second Amended Class Action Complaint. Less than 60 days after Mr. Hobbs attempted to join the class action suit as a named plaintiff, BOA placed Mr. Hobbs on a performance improvement [*60] plan and then wrongfully discharged Mr. Hobbs.
159. But for BOA's racially discriminatory practices, unfair treatment and wrongful discharge in retaliation for Mr. Hobbs' exercise of his civil rights, Mr. Hobbs would have continued his employment with BOA.
160. All of the foregoing discriminatory practices and policies by BAI have significantly and adversely impacted Mr. Hobbs' job success, career and compensation.
161. Mr. Hobbs seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
Terry Gravely's Claims
162. Mr. Gravely is a class member and is currently employed as a Premier Banker in the BOA Los Angeles Central office located at 300 South Grand Avenue - 18th Floor in Los Angeles, California. Like plaintiffs Turnley, Finlayson, Brown, Johnson, Rahman, Hinds and Hobbs, Mr. Gravely has been a victim of racial discrimination and steering by BOA and BAI.
163. Prior to joining BOA, Mr. Gravely was employed as an American Express financial advisor. Mr. Gravely received his Master of Science and Bachelor of Arts degrees from Virginia Tech. To Mr. Gravely's knowledge, he is one of only three persons in the BOA Los [*61] Angeles Central office who has obtained a Series 7 license.
164. Plaintiff Terry Gravely began his employment with BOA in July of 2001 in the BOA consumer banking division as a personal banker selling BOA financial products. In July of 2003, Mr. Gravely accepted a position as a financial advisor sales assistant. This was a lateral employment move designed to enable Mr. Gravely to transition into the position of premier banker. From July 2003 until June 2005, Mr. Gravely continued his employment with BAI as a BAI sales assistant. During this period, Mr. Gravely was never offered a financial advisor position although Mr. Gravely was licensed as a financial advisor and had previously worked as a financial advisor for American Express.
165. On June 15, 2005, Mr. Gravely was offered a position as a Premier Banker with BOA. Mr. Gravely accepted the position with the stipulation that he would be assigned territories in more affluent areas. Mr. Gravely's immediate manager, Vince Caballero, promised Mr. Gravely that BOA would work on this request. Mr. Caballero was moved to another BOA location, and the promise made to Mr. Gravely was not honored by BOA.
166. After Mr. Gravely accepted the [*62] BOA position as a Premier Banker, he was assigned the lowest income banking centers in the market. Based on information and belief, Mr. Gravely alleges that his Caucasian counterparts in the BOA Los Angeles Central office customarily have one or two assigned banking centers. The potential income from

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Mr. Gravely's individual assigned centers was so low that he was assigned four centers instead of the customary one or two. Each of these centers was fully staffed with African American and Latino employees only. Mr. Gravely's assigned territories during his tenure as a PB have included Inglewood, Main, 29th and Crenshaw, Martin Luther King and other high-minority and low income areas.
167. Mr. Gravely's financial position and career advancement were adversely affected by BOA's assignment to Mr. Gravely of these low income territories that were primarily African American and Latino areas, in which the majority of customers did not meet BOA's own established investment model. In an attempt to improve his financial situation and career opportunities, Mr. Gravely made persistent requests for a change or reassignment of territories.
168. Mr. Gravely also experienced racial discrimination [*63] in BOA's practice of pairing African American PBs with other minorities and then assigning the partnership to low income, high minority territories. From 2005 until approximately October 2007, Mr. Gravely was paired with Miguel Sanchez, a Latino FA. Mr. Gravely and Mr. Sanchez were then assigned to low income territories and banking centers. During this period, BOA allowed Mr. Sanchez to obtain clients from areas outside the assigned territories. These accounts were not within the territory assigned to the Sanchez/Gravely partnership and, therefore, were not referred to Mr. Gravely. When Mr. Gravely requested that he be allowed to obtain clients outside of his assigned territory in order to improve his income and client base, Mr. Gravely's request was denied.
169. Mr. Gravely made persistent requests for changes in his territorial assignments at every quarterly meeting of the BOA PBs for the LA Central office. These requests were ignored until the initial complaint in this action was filed on May 18, 2007. Mr. Gravely noticed that after the initial complaint was filed in this action, for the first time BOA managers began asking Mr. Gravely which centers he wanted to consider for reassignment [*64] of his territory.
170. During the summer of 2006, for a brief period Mr. Gravely was assigned to Hollywood and Main, a lucrative banking center, with clientele that met the BOA investment model. The Hollywood and Main assignment to Mr. Gravely was made by Raphael Henderson, an African-American manager, in response to Mr. Gravely's request for a better territory.
171. Mr. Gravely was then deprived of the opportunities available in this new territory by another act of racial discrimination. At the Hollywood and Main location, Mr. Gravely was briefly partnered with a Caucasian FA. The Caucasian FA, however, contacted his manager Dino Aloisio and convinced Mr. Gravely's manager to remove Mr. Gravely from the assignment at the Hollywood and Main location. Under customary BOA policies and practices, an FA could not force a territorial change for a PB. To Mr. Gravely's knowledge, BOA had never permitted a Caucasian PB to be removed and reassigned based on a complaint from a FA.
172. All of the foregoing discriminatory practices by BOA have significantly and adversely impacted Mr. Gravely's job success, career and compensation. Mr. Gravely continues to experience discriminatory practices [*65] in the BOA system and is aware of continuing discrimination impacting other PBs and FAs in the BOA and BAI system. Mr. Gravely seeks declaratory, injunctive, compensatory and other relief, to benefit himself and all members of the Class.
173. On or about July 28, 2008, Gravely filed a Charge of Discrimination with the Los Angeles, California District Office of the EEOC, with request for dual filing with the FEHA on behalf of himself and the class alleged herein, and in accordance with that Charge requested that the EEOC issue him a Right To Sue Letter. Attached hereto as Exhibit F is a true and correct copy of the cover letter and Charge. When Gravely receives that Right To Sue Letter, the Complaint will be amended to add claims arising under Title VII on behalf of Gravely and the class.
COUNT I
THE CIVIL RIGHTS ACT OF 1866
42 U.S.C. § 1981

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174. Plaintiffs reallege and incorporate by reference the above paragraphs.
175. BAI and BOA have discriminated against plaintiffs and the Class by denying them the same rights as enjoyed by Caucasian employees with regard to the making, performance, modification and termination [*66] of their employment relationship with BAI and BOA, and with regard to the enjoyment of all benefits, privileges, terms and conditions of that relationship, and by retaliating against employees who assert their civil rights in violation of the Civil Rights Act of 1866 as amended, 42 U.S.C. § 1981.
176. BAI's and BOA's conduct has been intentional, deliberate, willful and conducted in callous disregard of the rights of plaintiffs and the Class under the law.
177. By virtue of BAI's and BOA's conduct as alleged herein, plaintiffs and the Class have been injured.
COUNT II
MASSACHUSETTS GENERAL LAW CHAPTER 151B
178. Plaintiffs reallege and incorporate by reference the above paragraphs.
179. Defendants have discriminated against plaintiffs and the Class on account of their race in violation of Massachusetts General Law c.151B by denying plaintiffs and the Class equal terms and conditions of employment; by denying African-American FAs and PBs the same opportunities for profitable territories and promotions as Caucasian FAs and PBs; by maintaining a pattern and practice of compensating African-American employees less than Caucasian employees [*67] who either hold the same or similar positions, or who hold positions that entail similar responsibilities and duties; and by retaliating against employees who assert their civil rights.
180. As explained above, the Class members' employment relationship with the Company is centered in Boston, where the discriminatory policies and practices are created, implemented, and overseen. In addition, the MCAD, the agency charged with interpreting c. 151B, has expressly recognized that it has a significant interest in encouraging in-state companies to promote work environments free of discrimination and in protecting its residents from unlawful discrimination.
181. By virtue of BAI's and BOA's conduct as alleged herein, plaintiffs and the Class have been injured.
182. Named plaintiffs Finlayson and Johnson properly filed Charges of Discrimination with the MCAD more than 90 days prior to filing the Second Amended Complaint in this action, and thus have satisfied the procedural prerequisite to joining a private action described in c. 151B, § 9.
183. Named plaintiff Hobbs properly filed his Charge of Discrimination with the MCAD within 300 days of the acts alleged herein. Thereafter, he properly [*68] requested withdrawal of that Charge and received the MCAD's written consent to do so on March 19, 2008. Accordingly, he has satisfied the procedural prerequisites to joining a private action described in c. 151B, § 9.
COUNT III
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964
42 U.S.C. § 2000e, et seq.
184. Plaintiffs reallege and incorporate by reference the above paragraphs.
185. Plaintiffs Johnson, Finlayson, and Hobbs have filed Charges of Discrimination with the EEOC and have received Right to Sue Letters. Plaintiff Gravely has filed a Charge of Discrimination with the EEOC, with request for

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dual filing with the California FEHA, on behalf of himself and the Class alleged herein, and in accordance with that Charge requested that the EEOC issue him a Right To Sue Letter. When Gravely receives that Right To Sue Letter, the Complaint will be amended to add claims arising under Title VII.
186. Defendants have discriminated against plaintiffs Johnson, Finlayson, Hobbs, Gravely and the Class on account of race in violation of Title VII, the Civil Rights Act of 1964, as amended in 1991, 42 U.S.C. §§ 2000e [*69] , et seq., by maintaining a pattern and practice of assigning African-American employees to lower net-worth territories than Caucasian employees who hold either the same or similar positions, or who hold positions that entail similar responsibilities and duties; by maintaining a pattern and practice of making partnership decisions favoring the partnership of African-American FAs with African-American PBs; by maintaining a pattern and practice of compensating African-American employees less than Caucasian employees who hold either the same or similar positions, or who hold positions that entail similar responsibilities and duties; by retaliating against employees who assert their civil rights; by denying plaintiffs Johnson, Finlayson, Hobbs, Gravely and the Class equal terms, opportunities, resources, and conditions of employment as Caucasian employees with same or similar positions, or positions with similar responsibilities and duties; and by maintaining a pervasive atmosphere perpetuating discriminatory treatment.
187. By virtue of BAI's and BOA's conduct as alleged herein, plaintiffs Johnson, Finlayson, Hobbs, Gravely and the Class have been injured.
JURY DEMAND [*70]
Plaintiffs hereby demand a trial by jury as to all issues so triable.
PRAYER FOR RELIEF
WHEREFORE, plaintiffs respectfully pray that the Court enter an order:
1. Certifying this action as a class action, with plaintiffs as the class representatives and their counsel of record as class counsel;
2. Adjudicating and declaring that BAI's and BOA's conduct as set forth above is in violation of the Civil Rights Act of 1866 as amended, 42 U.S.C. § 1981, 42 U.S.C. § 2000(e), et seq., Title VII of the Civil Rights Act of 1964, and Massachusetts General Law Chapter 151B;
3. Permanently enjoining and prohibiting BAI and BOA, and their officers, agents, employees and successors, from continuing to engage in the practices complained of herein;
4. Permanently enjoining and requiring BAI and BOA to adopt policies and practices that ensure the cessation of all discriminatory practices complained of herein and requiring the institution of such measures that are necessary or appropriate to ensure that these practices do not reemerge;
5. Awarding plaintiffs and the Class such equitable remedies, including, without limitation, back [*71] pay and front pay, necessary to provide the plaintiffs and the Class with full equitable relief from the discrimination they have suffered;
6. Awarding plaintiffs and the Class compensatory damages justified under the circumstances;
7. Awarding the plaintiffs and the Class punitive damages justified under the circumstances;
8. Awarding attorneys' fees and reimbursement of costs associated with this action to counsel for plaintiffs and the Class;

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9. Retaining jurisdiction to ensure that BAI and BOA fully comply with the equitable relief ordered; and
10. Awarding plaintiffs and the Class such other and further relief as may be appropriate in the interest of justice.
RICHARD TURNLEY III, BARON H.C. FINLAYSON, COLEEN ALECIA HINDS, MARK-ANTHONY BROWN, TIMOTHY JOHNSON II, KHAIRI DWAYNE RAHMAN, RAHMEL HOBBS AND TERRY M. GRAVELY
By their attorneys,
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
By: /s/ Steven Singer Steven B. Singer (pro hac vice) Jeremy P. Robinson (pro hac vice) 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 554-1400 Fax: (212) 554-1444 -andNiki L. Mendoza (pro [*72] hac vice) Matthew P. Jubenville (pro hac vice) 12481 High Bluff Drive, Suite 300 San Diego, CA 92130 Tel: (858) 793-0070 Fax: (858) 793-0323
MAJOR KHAN LLC Major Khan 20 Bellevue Terrace Weehawken, NJ 07086 Tel: (646) 546-5664 Fax: (646) 546-5755
MESSING, RUDAVSKY & WELIKY, P.C. Ellen J. Messing (BBO No. 343960) 50 Congress Street, Suite 1000 Boston, MA 02109 Tel: (617) 742-0004 Fax: (617) 742-1887
Dated: September 17, 2008
CERTIFICATE OF SERVICE
I hereby certify that this document filed through the ECF system will be sent electronically to the registered

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participants as identified on the Notice of Electronic Filing (NEF) and paper copies will be sent by hand delivery or overnight mail to those indicated as non-registered participants on September 17, 2008.
/s/ Steven B. Singer STEVEN B. SINGER (pro hac vice) Bernstein Litowitz Berger & Grossmann LLP
[SEE EXHIBIT A IN ORIGINAL] [SEE EXHIBIT B IN ORIGINAL] [SEE EXHIBIT C IN ORIGINAL] [SEE EXHIBIT D IN ORIGINAL] [SEE EXHIBIT E IN ORIGINAL] [SEE EXHIBIT F IN ORIGINAL]

 
 Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 1 of 41
EXHIBIT 2

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 2 of 41

UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

)

RICHARD TURNLEY III, et al.,

)

)

Plaintiffs,

) CIVIL ACTION NO.l:07-cv-10949-NG

)

v.

)

)

BANC OF AMERICA INVESTMENT

)

SERVICES, INC., et al.,

)

)

Defendants.

)

- - - - - - - - - - - - - - - - ))

SETTLEMENT AGREEMENT

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 3 of 41

TABLE OF CONTENTS
I. INTRODUCTION II. NATURE AND RESOLUTION OF THE CASE III. GENERAL TERMS OF THE SETTLEMENT AGREEMENT IV. COURT APPROVALINOTICE AND FAIRNESS HEARING V. RELEASE/BAR OF CLAIMS VI. NO ADMISSION, NO DETERMINATION VII. PROGRAMMATIC RELIEF VIII. MONETARY RELIEF IX. ENFORCEMENT X. CONFIDENTIALITy XI. ATTORNEYS' FEES AND EXPENSES XII. GOVERNING LAW XIII. OTHER CONDITIONS OF SETTLEMENT

Page 1 1 4
10 15 17 18 21 30 30 31 33 33

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I. INTRODUCTION Subject to approval by the United States District Court for the District of
Massachusetts (the "Court"), this Settlement Agreement ("Settlement Agreement," "Settlement" or "Agreement") sets forth the terms by which plaintiffs Richard Turnley III, Baron RC. Finlayson, Coleen Alecia Hinds, Mark-Anthony Brown, Timothy Johnson II, Khairi Dwayne Rahman, Rahmel Hobbs and Terry M. Gravely ("Named Plaintiffs"), on behalf of themselves and members of the Class defined herein, on the one hand, and Defendants Banc of America Investment Services, Inc. and Barmue of America, N.A. ("Defendants" or the "Barmue"), on the other, have agreed to settle and resolve all claims that have been raised or that could have been raised in the Second Amended Complaint filed by the Named Plaintiffs on September 17, 2008. This Settlement applies to all African-American Financial Advisors and Premier Client Managers employed within the Premier Barmudng & Investments division of the Barmue during the period from and including April 1, 2003 through March 24, 2009. II. NATURE AND RESOLUTION OFTHE CASE
A. Plaintiffs Richard Turnley III, Baron RC. Finlayson, Coleen Alecia Hinds, MarkAnthony Brown, and Timothy Johnson II filed a Complaint with the Court on May 18, 2007, on behalf of themselves and on behalf of a putative nationwide class of African-American Financial Advisors and Premier Client Managers, asserting claims against the Barmue under 42 U.S.C. § 1981, as amended ("§ 1981"), and Massachusetts General Law Chapter 151B ("M.G.L. c.l51 B"), a Massachusetts statute prohibiting discrimination on the basis of race.
B. On August 20, 2007, Defendants filed an Answer to and a motion to transfer the § 1981 claim, and a motion to dismiss the M.G.L. c.151B claim. Plaintiffs opposed Defendants' motions and, on November 13, 2007, sought leave to amend the complaint to add a claim on behalf of Khairi Dwayne Rahman and to add a claim under Title VII of the Civil Rights Act of
- 1-

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1964, as amended, 42 U.S.C. § 2000(e), et seq., ("Title VII"). The Court granted plaintiffs' motion and denied Defendants' motions as moot. The Amended Complaint was filed on November 29, 2007.
C. On December 21, 2007, Defendants filed a new Answer to the § 1981 claim, and motions to transfer the § 1981 claim, to dismiss the M.G.L. c.15lB claim, and to dismiss or transfer the Title VII claim. Plaintiffs opposed the motions on January 11, 2008, and on April 7, 2008, sought leave to amend the complaint to add a claim on behalf of Rahmel Hobbs. On July 28, 2008, plaintiffs sought leave to amend the complaint to add a claim on behalf of Terry M. Gravely.
D. By Order dated September 17,2008, the court granted plaintiffs' motion to amend the complaint and denied Defendants' motions to dismiss or transfer. Plaintiffs filed the Second Amended Complaint on September 17, 2008.
E. The Complaint, the Amended Complaint, and the Second Amended Complaint alleged that the Banle discriminates against African-American Financial Advisors and Premier Client Managers with respect to compensation, hiring, promotion, termination, training, access to financial accounts and business and distribution of employee account assigmnents. For example, the complaints alleged that the Bank discriminates by partnering African-American Financial Advisors with African-American Premier Client Managers and then steering these minority pminerships to low net-worth sales territories comprised largely of minority client pools.
F. Defendants deny the allegations in the Complaint, the Amended Complaint and the Second Amended Complaint, and in connection therewith deny any liability under Title VII, §198l, M.G.L. c.15lB, and/or any other federal, state or local laws, and specifically deny that the Banle unlawfully discriminated against Named Plaintiffs or other Class Members on the basis
2

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of race or color, and/or that Named Plaintiffs or other Class Members are otherwise entitled to

the relief requested or any other relief.

G. This Settlement was reached only after extensive discussions conducted under the

supervIsIOn of an experienced mediator, Hunter Hughes, Esq. Counsel for the parties are

experienced class action lawyers who retained Mr. Hughes for his expertise in mediating many

complex class actions, including those involving race discrimination in employment. Mr.

Hughes conducted a two-day in-person mediation session between the parties in New York. At

all times during this process, counsel bargained vigorously and at arm's length on behalf of their

respective clients.

H. The parties to this Agreement have conducted a thorough examination and

investigation of the facts and law relating to the subject matters set forth in the Second Amended

Complaint and the claims set forth therein. Prior to mediation, significant discovery had already

taken place. Specifically, Defendants produced substantial statistical data (including

compensation, employment, performance, and demographic information) regarding Financial

Advisors and Premier Client Managers for the Class Period, and Class Counsel engaged a

statistician to review and analyze that data. Defendants also produced two million pages of

documents and over two million records of readily available employment-related data, and

plaintiffs deposed numerous Banle managers and employees. Plaintiffs responded to and

produced documents in response to Defendants' interrogatories and document requests. This

information informed counsel regarding the strengths and wealmesses of their respective

positions and provided them a full opportunity to assess the litigation risks presented in this case.

l.

Class Counsel and Defendants' Counsel (as defined herein) recognize the costs

and risks of prosecuting this litigation through class certification, summary judgment, trial, and

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appeal. Class Counsel believes that it is in the interest of all members of the Settlement Class to resolve finally and completely the claims of the Class Members against Defendants. Class Counsel believes that the terms of the Settlement Agreement are in the best interests of the Class and are fair, reasonable, and adequate. Defendants wish to bring the litigation to a conclusion on the terms set forth in this Settlement Agreement.
1. Without any admission or concession by Defendants of any liability or wrongdoing with respect to the allegations in the Complaint, the Amended Complaint or the Second Amended Complaint, all released claims shall be finally and fully compromised, settled, and released subject to the terms and conditions of this Settlement Agreement, which were the subject of negotiation and agreement by the parties.
K. Plaintiffs believe that the claims asserted in this Action have merit and that the evidence developed to date supports those claims. However, Plaintiffs recognize and acknowledge the expenses and length of continued proceedings necessary to prosecute the Action against Defendants through trial and appeals. Plaintiffs have also taken into account the uncertain outcome and the risk of any litigation, especially in complex class actions such as this Action, as well as the difficulties and delays inherent in such Action. Plaintiffs are also mindful of the inherent difficulties of proof under and possible defenses to the discrimination law violations asserted in the Action. Plaintiffs and their counsel believe that the Settlement set forth in this Settlement Agreement confers substantial benefits upon Class Members and is in the best interest of the Settlement Class. III. GENERAL TERMS OF THE SETTLEMENT AGREEMENT
A. Definitions. In addition to terms identified and defined elsewhere in this Settlement Agreement, and as used in this Settlement Agreement, the terms below shall have the following meanings:
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1. "Action" means the lawsuit styled Turnley et al. v. Banc of America Investment Services, Inc. et al., Civ. No. 07-l0949-NG, pending in the United States District Court, District of Massachusetts.
2. "Amended Complaint" means the First Amended Complaint filed in this Action on November 29,2007.
3. "Claim Form" means the forms attached hereto as parts of Exhibit A and Exhibit B, which will be mailed to Named Plaintiffs and other Class Members along with the Notice. The Claim Form must be submitted by Class Members to the Claims Administrator as part of the claims process in order to be eligible to participate in the distribution of the Settlement Fund.
4. "Claims Administrator" means Rust Consulting, which has been designated by Defendants to administer the Settlement pursuant to Section VIII below and any orders of the Court. Defendants shall not designate a party to serve as Claims Administrator without the consent of Class Counsel, which consent shall not be unreasonably withheld.
5. "Claimant" means a Class Member who did not timely opt out of the monetary relief portion of the Settlement and who timely submits a properly executed Claim Form and (as appropriate) Class Member Release or Named Plaintiff Release.
6. "Class Counsel" means the law firm of Bernstein, Litowitz, Berger & Grossmaml LLP.
7. "Class Member" means any person who meets the criteria set forth in the definition of "Settlement Class" below.
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8. "Class Member Release" means the Release and Indemnification Agreement, in the form agreed to by counsel for the parties and attached hereto as part of Exhibit A.
9. "Class Period" means the period from April 1, 2003 through March 24, 2009.
10. "Complaint" means the Complaint filed in this Action on May 18, 2007 unless otherwise indicated.
11. "Court" means the United States District Court, District of Massachusetts. 12. "Defendants' Counsel" means the law firms of Covington & Burling LLP and Bingham McCutchen LLP. 13. "Depository Bank" means the financial institution selected by Class Counsel to serve as escrow agent, to receive, hold, invest, and disburse the Settlement Fund in accordance with the terms of this Settlement Agreement and any order of the Court. 14. "Distribution Date" means the date on which all of the following have occurred: (1) the Court has signed and entered an order finally approving the Settlement; (2) the Court has dismissed the Action with prejudice; and (3) the time for appeal, including appeals as to only the attorneys' fee or expense award, or only the Plan of Allocation, or only both, has either run without an appeal being filed or any appeal (including any requests for rehearing en bane, petitions for certiorari or appellate review, or proceedings on remand) has been finally resolved. 15. "Diversity Monitor" means the individual appointed to carry out the duties specified in Section VII. C. of this Agreement.
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16. "Effective Date" means the date on which all of the following have occurred: (1) the Court has signed and entered an order finally approving the Settlement; (2) the Court has dismissed the Action with prejudice; and (3) the time for appeal has either run without an appeal being filed or any appeal (including any requests for rehearing en bane, petitions for certiorari or appellate review, or proceedings on remand) has been finally resolved. As explained below, an appeal addressing only the attorneys' fee or expense award, or only the Plan of Allocation, or only both, does not affect the Effective Date. In the event that an appeal is filed that Defendants in good faith believe addresses more than only the attorneys' fee or expense award, or only the Plan of Allocation, or only both, Defendants shall notify Class Counsel within fifteen (15) days after the appeal is filed that the Effective Date has not occurred. Any dispute between Class Counsel and the Bank regarding whether or not the Effective Date has occurred shall be resolved through the dispute resolution process set forth in Section IXB of this Settlement Agreement.
17. "Final Approval" means the date on which the Court grants final approval of the Settlement and dismisses the Action with prejudice.
18. "Financial Advisor" means a person employed by Banc of America Investment Services, Inc. as a Financial Advisor (i.e., a person with one of the following job codes: SIOl3, SI025, SI052, SI063, SI067). Notwithstanding the foregoing, and for the avoidance of doubt, the term "Financial Advisor" does not include brokers and/or financial advisors employed by Merrill Lynch who became employees of the Bank by operation of the merger between Bank of America, N.A. and Merrill Lynch.
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19. "Named Plaintiff Release" means the General Release and Indemnification Agreement, in the form agreed to by counsel for the parties and attached hereto as part of Exhibit B.
20. "Notice" means the Notice of Pendency of Class Action, Proposed Settlement, and Settlement Hearing, which is to be mailed directly to Class Members, in substantially the form attached hereto as Exhibit C.
21. "Notice of Award" means the letter sent to each eligible Claimant specifying the amount of that Claimant's award and enclosing the Claimant's award check.
22. "PB&I" means the Premier Banking and Investments division of the Banle. 23. "Plaintiffs" means Richard Turnley III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark-Anthony Brown, Timothy Johnson II, Khairi Dwayne Rahman, Rahmel Hobbs, Terry M. Gravely and the Settlement Class. 24. "Premier Client Manager" means a person employed by Banle of America, N.A., as a Premier Client Manager (i.e., a person with one of the following job codes: BP002, BP003, BPOI4, BPOI6, BPOI7, BPOI8, BPOI9, BP020, BP021, BP024, BP025, BP026, BP027, BP028, BP029, BP030, BP042, BP050, BP055, BP076). 25. "Preliminary Approval" means the date on which the Court grants preliminary approval of the Settlement and enters a Preliminary Approval Order in substantially the form attached hereto as Exhibit D. 26. "Programmatic Relief' means the programmatic relief set forth in Section VII of this Agreement. 27. "Second Amended Complaint" means the Second Amended Complaint filed in this Action on September 17,2008.
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28. "Settlement Class" or "Class" means the class that the parties jointly seek to have certified, solely for the purposes of this Settlement, which is defined as all AfricanAmericans employed as Financial Advisors or Premier Client Managers in PB&I at any time between April 1, 2003 and March 24, 2009.
29. "Settlement Fund" or "Fund" means the settlement monies transferred by Defendants to the Depository Bank, pursuant to this Settlement Agreement, including all interest earned thereon, to be held, invested, administered, and disbursed pursuant to this Settlement Agreement.
30. "Settlement Hearing" means the hearing at which the Court will consider final approval of this Settlement Agreement and related matters.
B. Duration of the Settlement. The Programmatic Relief embodied in this Settlement Agreement and the agreements incorporated in it shall remain binding on the parties and their agents and successors for a two-year period following the Effective Date.
C. Cooperation. The parties agree that they will cooperate to effectuate and implement all terms and conditions of this Settlement Agreement, and exercise good faith efforts to accomplish the terms and conditions of this Settlement Agreement, except that Defendants will take no position with respect to Class Counsel's application for an award of attorneys fees and expenses (the attorneys' fee portion of the request shall not exceed one-third of the total Settlement Fund net of Court-approved expenses). The parties agree to accept non-material and procedural changes to this Settlement Agreement if so required by the Court in connection with Final Approval of the Settlement, but are not obligated to accept any changes in the monetary amount of relief or the substantive Programmatic Relief provided for herein, or any other substantive change.
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D. Persons Covered by this Settlement Agreement. 1. Definition of "Settlement Class," "Class" or "Class Members." Solely for purposes of Settlement and judicial approval of this Settlement
Agreement, the parties stipulate to the certification of the following Settlement Class: All African-Americans who were employed as Financial Advisors or Premier Client Managers in the Premier Banking & Investments division of Bank of America at any time between April 1, 2003 and March 24, 2009. 2. Certification. The Class will be certified pursuant to Fed. R. Civ.
P. 23(b)(2) and 23(b)(3). Pursuant to Fed. R. Civ. P. 23(b)(2), Class Members may not exclude themselves, or opt-out, of the injunctive relief provisions ofthe Settlement.
3. Class Size. Defendants represent and warrant that there are 515 or fewer members of the Settlement Class.
IV. COURT APPROVAL/NOTICE AND FAIRNESS HEARING A. Jurisdiction and Venue. 1. The parties agree, for purposes of Settlement and judicial approval of this
Settlement only, that the Court has jurisdiction over the parties and the subject matter of this Action and that venue is proper. The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Settlement Agreement, and all parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in the Settlement Agreement.
B. Preliminary Approval. 1. The parties have agreed upon a form for written Notice of this Settlement
to Class Members, subject to Court approval. The form Notice is attached hereto as Exhibit C.
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Within fourteen (14) days after the execution of this Settlement Agreement, the parties shall submit a joint motion to the Court for entry of an order preliminarily approving the settlement ("Preliminary Approval Order"), in substantially the form attached hereto as Exhibit D.
C. Notice and Settlement Hearing. 1. Defendants shall provide to the Claims Administrator, within ten (10) days
after Preliminary Approval of this Settlement Agreement, the name, employee number, Social Security number, and last known address of each Class Member. The Claims Administrator shall utilize Class Members' Social Security and employee numbers only for the purpose of locating and identifying Class Members and shall otherwise keep those Social Security and employee numbers confidential. Up to and after the Notice Date (as defined below), the Claims Administrator shall use commercially reasonable efforts to locate and send the Notice and Claim Form to Class Members, and may engage third-party vendors in order to locate Class Members, at Defendants' expense. The Claims Administrator will maintain a log of its activities undertaken pursuant to this section, reviewable by Class Counsel upon request.
2. Within twenty (20) days after Preliminary Approval of the Settlement Agreement, the Claims Administrator will mail by first-class mail postage prepaid the Notice, Claim Form and, as applicable, either the Named Plaintiff Release or the Class Member Release, to each Class Member in substantially the forms agreed upon by the parties and attached hereto as Exhibits A-C (the "Notice Date"). The parties intend to provide actual notice to each Class Member, to the extent practicable.
3. Class Member objections to this Settlement must be submitted in writing, and must include a detailed description of the basis of the objection. Objections must be filed
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with the Court, with copies served on Class Counsel and Defendants' Counsel, within forty-five (45) days after the Notice Date. No one may appear at the Settlement Hearing for the purpose of objecting to the Settlement without first having filed and served his or her objection(s) in writing within forty-five (45) days after the Notice Date.
4. Any Class Member who wishes to opt out of the Settlement Class must mail to the Claims Administrator a written, signed statement that she or he is opting out. The Claims Administrator shall promptly provide Class Counsel and Defendants' Counsel with copies of such statements, as they are received. In connection with seeking final approval of the Settlement, Class Counsel shall file with the Court a list of all Class Members who have timely requested to opt out. The Settlement Class, insofar as it seeks monetary relief, will not include those individuals who file and serve a timely opt-out statement, and individuals who opt out are not entitled to any monetary award under this Settlement Agreement. In the event of any valid opt-outs, Defendants do not release or waive, and shall expressly retain, all defenses otherwise available to Defendants with respect to those opt outs, and the individual opting out does not release or waive, and shall expressly retain, all claims or defenses otherwise available to that individual. With respect to each such individual, the statute of limitations for them to assert any claims for individual relief will resume running on the postmark date when he or she mails his or her signed, written statement that he or she is opting out of the Settlement Class. To be effective, this opt-out statement must be received by the Claims Administrator on or before forty-five (45) days after the Notice Date and follow the procedures specified in the Notice for opting out. Class Members who file opt-outs may rescind their opt~outs in accordance with the procedures specified in the Notice.
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5. Upon Preliminary Approval, a briefing schedule and Settlement Hearing Date will be set at the Court's convenience. The time periods referenced in this Section IV.C. are guidelines; actual dates will be inserted in the Preliminary Approval Order by the Court.
D. Final Approval 1. Upon Preliminary Approval, a Settlement Hearing date will be set at the
Court's convenience, but in no event earlier than one hundred (100) days after the date on which the parties submit a joint motion to the Court for entry of an order preliminarily approving the settlement. See 28 U.S.C. § 1715.
2. The parties' joint Motion for Final Approval and for Certification of the Settlement Class will be due no earlier than twenty-one (21) days following the close of the objection and opt-out period, and the Settlement Hearing will be held no earlier than thirty (30) days following the close of the objection and opt-out period. Class Counsel's motion for attorneys' fees and expenses shall be due on the same date as the parties' joint Motion for Final Approval. The time periods referenced in this Section IV.D.2 are guidelines; actual dates will be inserted in the Preliminary Approval Order by the Court.
3. In connection with the parties' Motion for Final Approval, the parties shall submit to the Court a proposed order (the "Final Approval Order") in substantially the form attached hereto as Exhibit E.
E. Termination Of The Settlement 1. In the event that this Settlement Agreement does not become final and
binding, no party shall be deemed to have waived any claims, objections, rights or defenses, or legal arguments or positions, including, but not limited to, claims or objections to class celiification, jurisdiction, venue and/or claims and defenses on the merits. Neither this
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Settlement Agreement nor the Court's Preliminary or Final Approval hereof shall be admissible in any court regarding the propriety of class certification or regarding any other issue or subject (except for the purpose of enforcing this Settlement Agreement). Each party reserves the right to prosecute or defend this Action in the event that the Settlement Agreement does not become final and binding.
2. If the number of Class Members who have duly requested exclusion from the Settlement Class in the manner provided in the Court's Preliminary Approval Order equals or exceeds the numbers set forth in the supplemental agreement filed with the Court under seal concurrently with this Settlement Agreement ("Supplemental Agreement"), Defendants shall have the right, for twenty (20) days after the deadline for Class Members to opt out, either to withdraw from and fully terminate this Settlement Agreement by providing written notice to Class Counsel and the Court, or to take the Opt-Out Credit described in the Supplemental Agreement. Failure to provide written notice to withdraw within the aforesaid twenty (20) day period constitutes a waiver and termination of Defendants' right to withdraw pursuant to this paragraph.
3. If Defendants exercise their option to withdraw from the Settlement or if this Settlement Agreement is not approved by the Court or for any other reason is terminated or fails to become effective in accordance with its terms (or, if following approval by this Court, such approval is reversed or substantively modified), the parties shall be restored to their respective positions that existed in this Action as of March 31, 2009; the terms and provisions of this Settlement Agreement shall have no force or effect and shall not be used in this Action or in any proceeding for any purpose; the Settlement Fund shall be returned to Defendants, including the interest earned by the Settlement Fund through the date of termination, less taxes or other
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fees and expenses reasonably incurred; any Judgment entered by the Court in accordance with the terms of this Settlement Agreement shall be treated as vacated, nunc pro tunc; and the litigation of the Action will resume as if there had been no Settlement Agreement, with no stipulated Class. The parties retain all rights, claims, and defenses as to class certification and otherwise as to any of the allegations asserted in this Action. This Settlement Agreement will not be considered an admission of liability by Defendants. Defendants will remain liable for any costs and taxes incurred in connection with the administration of the Settlement through the date of the termination of the Settlement. V. RELEASE/BAR OF CLAIMS
A. Class Member Release. All Class Members, other than the Named Plaintiffs, as a condition of receiving a monetary payment in conjunction with this Settlement Agreement, will be required to execute and timely deliver to the Claims Administrator a Class Member Release in the form agreed to by counsel for the parties and attached hereto as part of Exhibit A. The Class Members, excluding the Named Plaintiffs, will release all claims, known and unknown, existing through the date of Preliminary Approval, under any federal, state or local legal theory, for race and/or color discrimination, including any claims sounding in tort or contract, based in whole or in part on allegations that were or could have been included in the Second Amended Complaint. Upon entry of the Final Approval Order, every Class Member (other than Named Plaintiffs) who has not timely opted out of the Class shall be deemed to have executed the release attached hereto as part of Exhibit A by operation of the Final Approval Order, regardless of whether he or she executes a Class Member Release or receives any share of the Settlement Fund.
B. Named Plaintiff Release. The Named Plaintiffs, as a condition of receiving a monetary payment (including any Service Award) in conjunction with this Settlement Agreement, will be required to execute and timely deliver to the Claims Administrator a Named
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Plaintiff Release in the form agreed to by counsel for the parties and attached hereto as part of Exhibit B. The Named Plaintiff Release is not a limited release of claims of race or color discrimination but instead releases all claims of any nature against Defendants under federal, state and local laws for any period up through the date of Preliminary Approval, as well as any and all rights or claims that Named Plaintiff may have to reinstatement, employment or reemployment with the Banle Upon entry of the Final Approval Order, Named Plaintiffs shall be deemed to have executed the release attached hereto as part of Exhibit B by operation of the Final Approval Order, regardless of whether he or she executes a Named Plaintiff Release, or receives any share ofthe Settlement Fund.
C. The terms of the releases, attached hereto as parts of Exhibits A and B (collectively, the "Releases"), are a material part of this Settlement Agreement and are hereby incorporated as if fully set forth in the Settlement Agreement; if these Releases, attached hereto as Exhibits A and B, are not finally approved by the Court, or the Settlement Agreement cannot become effective for any reason and the Settlement set forth in this Settlement Agreement shall terminate as provided in Sections IV.E of this Settlement Agreement, then the Named Plaintiff Releases and Class Member Releases shall terminate nunc pro tunc and be of no force and effect.
D,. In the event that any Class Member does not execute and timely deliver a Claim Form and/or a Class Member Release (see Exhibit A), or any Named Plaintiff does not execute and timely deliver a Claim Form and/or the Named Plaintiff Release (see Exhibit B), he or she shall be ineligible for, and forever barred from receiving, monetary relief under this Settlement Agreement, even if said Class Member or Named Plaintiff has not opted out.
E,. Upon the Effective Date, Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the
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Named Plaintiffs, and their respective attorneys, from any and all actions, causes of action, suits, liabilities, claims, and demands whatsoever, whether known or unknown, arising out of the Named Plaintiffs employment at the Banle up through March 24, 2009, except that Defendants do not release Named Plaintiffs from (1) any claims against any Named Plaintiff by Defendants relating to promissory notes issued by any Named Plaintiff, or (2) any claims against any Named Plaintiffs in his or her capacity as a customer or client of any financial product or service offered or provided by Defendants or any of Defendants' subsidiaries or affiliates ("Defendants' Release").
F. Upon the Effective Date, Defendants and their counsel, Named Plaintiffs, Class Members, Class Counsel, and anyone claiming through or on behalf of any of them, agree to release all claims and covenant not to commence or institute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, against Defendants and their counsel, Named Plaintiffs, Class Counsel, or other Class Members arising out of, or relating to the institution, prosecution, assertion, settlement or resolution of the Action or the released claims. Notwithstanding the foregoing, and for the avoidance of doubt, Defendants do not release Class Members from any claims against Class Members by Defendants relating to promissory notes issued by Class Members. VI. NO ADMISSION, NO DETERMINATION
A. This Settlement Agreement does not, and is not intended to constitute, nor shall it be deemed to constitute, an admission by any party as to the merits, validity or accuracy of any of the allegations, claims or defenses of any party in this case. The Class Members continue to assert the merits and validity of their claims under Title VII, 42 U.S.C. § 1981 and M.G.L. c.151B. By entering into this Agreement, Defendants do not admit or concede, expressly or impliedly, but deny that they have in any way violated any federal, state or local law, statute,
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ordinance, regulation, rule or executive order, or any obligation or duty at law or in equity. Neither the Court nor any other court has made any findings or expressed any opinion concerning the merits, validity or accuracy of any of the allegations, claims or defenses in this case.
B. Nothing in this Settlement Agreement, nor any action taken in implementation thereof, nor any statements, discussions or communications, nor any materials prepared, exchanged, issued or used during the course of the mediation or negotiations leading to this Settlement Agreement, is intended by the parties to, nor shall they constitute, be introduced, be used or be admissible in any way in this case or any other judicial, arbitral, administrative, investigative or other proceeding of whatsoever kind or nature as evidence of discrimination, retaliation or racial harassment or as evidence of a violation of any federal, state or local law prohibiting race discrimination, the common law of any jurisdiction, or any other federal, state or local law, statute, ordinance, regulation, rule or executive order, or any obligation or duty at law or in equity. Notwithstanding the foregoing, this Settlement Agreement may be used in a proceeding to enforce or implement any provision of this Settlement Agreement or to implement any orders or judgments of the Court entered into in connection herewith. VII. PROGRAMMATIC RELIEF
A. Communications. Defendants shall make available a Non-Discrimination and Anti-Harassment Policy (the "Policy") to all PB&I employees on the Bank's intranet site. In addition, a senior executive with the Barue's Global Wealth & Investment Management division shall issue a separate statement in support of the Policy and its underlying tenets.
The Policy shall include, at a minimum: (1) a prohibition against discrimination on the basis of race or color in hiring, compensation and other terms and conditions of employment, (2) a prohibition against retaliation for reporting race or color discrimination, (3)
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examples of potentially discriminatory behavior to be avoided, and (4) notification of how an employee may make a complaint internally.
B. Training. Both the Policy itself and the behaviors it seeks to promote and prevent shall be the subject of a mandatory training (the "Training") that all Financial Advisors and Premier Client Managers (if any), as well as their immediate managers and the supervisors of their immediate managers, will be required to complete at regular intervals.
C. Diversity Monitor. 1. Within thirty (30) days after the Effective Date, Defendants shall assign to
an (existing or new) employee of the Banle the responsibilities of internal Diversity Monitor hereunder. The Diversity Monitor shall have responsibility for oversight of issues relating to diversity and inclusion within PB&I. This shall include the following:
a. The Diversity Monitor will implement and/or monitor the implementation of the Policy and the Training;
b. The Diversity Monitor will review the process for investigation and resolution of complaints relating to race discrimination by Human Resources; and
c. The Diversity Monitor will consult with the Industrial Psychologist upon the Industrial Psychologist's appointment as required below.
D. Industrial Psychologist. 1. Within twelve (12) months after the Effective Date, Defendants shall
appoint an external Industrial Psychologist, who will be compensated by Defendants. Defendants shall select an Industrial Psychologist who is reasonably acceptable to Class Counsel. The Industrial Psychologist will work with the Diversity Monitor to review the Policy and the Training implemented pursuant to this Agreement. The Industrial Psychologist will also
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reView, from the standpoint of diversity and inclusion, the following Bailie policies and procedures:
a. Defendants' policies for the reporting, investigation and resolution of complaints by Financial Advisors or Premier Client Managers regarding race discrimination;
b. Defendants' policies (if any) regarding the assignment of client accounts (including the accounts of departing Financial Advisors or Premier Client Managers) and/or leads (including call-ins and walk-ins) to Financial Advisors and Premier Client Managers;
c. Defendants' policies (if any) regarding the partnering of Financial Advisors with Premier Client Managers and/or other Financial Advisors; and
d. Defendants' policies (if any) regarding the assignment of Financial Advisors or Premier Client Managers to banking centers and/or geographic territories.
2. After completing his or her review of the policies and procedures set forth above, the Industrial Psychologist shall present preliminary recommendations to the Banle concerning potential improvements to those policies and procedures. The Bailie and the Industrial Psychologist will thereafter engage in a dialogue regarding the feasibility and appropriateness of the Industrial Psychologist's recommendations. At the conclusion of that process, the Industrial Psychologist shall issue final recommendations ("Recommendations") to the Bank. A copy of the Recommendations will also be provided to Class Counsel., who shall treat them as confidential pursuant to Section X below. Within forty-five (45) days after receipt of the Recommendations, the Banle shall determine, in good faith and after careful consideration, whether and how to implement the Recommendations. Both the preliminary and final recommendations of the Industrial Psychologist shall be made solely for the purposes of this
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Settlement and shall not be admissible for any other purpose in any litigation against Defendants. Within ten (10) business days after Defendants reach the decisions in this paragraph, Defendants shall provide a confidential statement for Class Counsel identifying which Recommendations the Banle will implement and which it will not.
3. If it becomes necessary to replace the Industrial Psychologist, Defendants shall select the replacement. Defendants shall not select someone to serve as the Industrial Psychologist without the consent of Class Counsel, which consent shall not be unreasonably withheld. VVIIII. MMOONNETARY RELIEF
AA.. Settlemen.t Fund. No later than fourteen (14) days after Preliminary Approval, Defendants shall pay by wire transfer to the Depository Ban1e the sum of $7,200,000 ("Settlement Sum"). The Settlement Sum will be placed, as directed by Class Counsel, in an interest-bearing escrow account, intended by the parties to be a "Qualified Settlement Fund" as described in Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg. Section 1.468B-l, et seq. This payment is made in order to satisfy (1) the claims of Class Members and the Named Plaintiffs, including any Service Awards awarded by the Court to Named Plaintiffs, (2) any costs or attorneys' fees awarded by the Court, and (3) for other purposes identified in this Section. The monies so transferred, together with interest subsequently earned thereon, shall constitute the Settlement Fund. The Settlement Sum transferred into the Settlement Fund by Defendants shall, with the additional Employer Payroll Tax Payment and Claims Administration Payment described below, as well as all costs for the Programmatic Relief, constitute the maximum total Settlement cash outlay by Defendants in connection with: (1) the resolution of this matter; (2) this Settlement Agreement (and attachments); and (3) the dismissal of this Action.
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B. The Settlement Fund, plus interest (and less any Opt-Out Credit), shall be applied as follows: (a) to pay attorneys' fees and expenses, with interest thereon, to the extent allowed by the Court; (b) to pay Named Plaintiffs' Service Awards, to the extent allowed by the Court; (c) to pay the taxes and expenses described herein; and (d) to distribute the balance of the Settlement Fund, plus interest (the "Net Settlement Fund"), to Claimants as allowed by this Settlement Agreement, the Plan of Allocation, or the Court.
1. Claims Administration Payment. The Settlement Sum payment to the Settlement Fund does not include costs incurred in connection with the administration of the Settlement - including, but not limited to, those related to notice, claims processing, legal advice obtained by the Claims Administrator relating to the establishment of the Qualified Settlement Fund, tax treatment and tax reporting of awards to Claimants, and preparation of the Fund's tax returns - which will be paid separately by Defendants to the Claims Administrator (the "Claims Administration Payment"). If the Effective Date does not occur, or if the Settlement Agreement is terminated pursuant to its terms, neither Named Plaintiffs nor Class Counsel shall have any obligation to repay any expenses paid, incurred or owing, including but not limited to, expenses paid, incurred or owing to the Claims Administrator (e.g., for providing notice to Class Members or for the preparation oftax returns).
2. Employer Payroll Tax Payment. The Settlement Sum payment to the Settlement Fund does not include Defendants' share oftaxes or contributions (i.e., FICA, FUTA, SUTA and Medicare), which will be paid separately by Defendants to the Claims Administrator as specified in Section VIILH.2. (the "Employer Payroll Tax Payment"). Defendants shall, upon notice from the Claims Administrator as required in Section VIILH.2. below, remit any required
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Employer Payroll Tax Payment to the Claims Administrator, who will ensure that the Employer Payroll Tax Payment is properly and timely paid.
3. Opt-Out Credit If Defendants shall become entitled to any Opt-Out Credit as described in Section IV.E.2, the Claims Administrator shall return the amount required by the credit to Defendants as soon as practicable. Defendants' total monetary obligation under the Settlement shall be reduced by the amount of any Opt-Out Credit provided to Defendants.
C. Prior Claims By Or Agreements With Class Members. Class Members who previously released claims against the Ban1( shall nevertheless be eligible to receive a monetary award under this Settlement. Notwithstanding the foregoing, Defendants do not intend to, and do not, otherwise waive any releases given by Class Members to the Ban1e
D. Claims Filing Procedures. Each Class Members shall submit a Claim Form and, as appropriate, either a properly executed Named Plaintiff Release or Class Member Release (see Exhibits A and B), to the Claims Administrator in accordance with the procedures set forth therein. In order to be eligible for an award from the Settlement Fund, Class Members must timely submit a Claim Form and either a properly executed Named Plaintiff Release or Class Member Release (as appropriate), which must be postmarked by the date specified therein.
This is not a claims-made settlement. Accordingly, once all conditions of the Settlement Agreement are satisfied, no portion of the Settlement Fund (except for any Opt-Out Credit) will be returned to Defendants or their insurers.
No person or entity shall have any claim against Named Plaintiffs, the Depository Ban1(, Named Plaintiffs' counsel, Defendants, Defendants' Counsel or the Claims Administrator based on distributions made substantially in accordance with the Settlement Agreement and the
23

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 27 of 41
Settlement contained herein, a Court-approved Plan of Allocation, or further order(s) of the Court.
E. Plan of Allocation. The Notice shall include a detailed description of the formula according to which the Net Settlement Fund will be allocated among eligible Claimants (the "Plan of Allocation"). The Plan of Allocation is not part of the Settlement Agreement, and Defendants shall have no responsibility thereof or liability with respect thereto. Any proposed Plan of Allocation shall be considered by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy of the Settlement set forth in the Settlement Agreement, and any order or proceeding relating only to the Plan of Allocation shall not operate to terminate or cancel the Settlement Agreement or affect the finality of the Court's Final Approval Order.
1. Claims Administrator Authority to Determine Award Eligibility. a. Within ten (10) days after Preliminary Approval of this Settlement
Agreement, Defendants shall provide the identification of all Class Members, along with their employee numbers and compensation data, to Class Counsel.
b. Within fifty (50) days after Preliminary Approval of this Settlement Agreement, Class Counsel shall provide the Claims Administrator with the "Allocated Amount" for each Class Member (which shall be based on the compensation data that Defendants will have provided to Plaintiffs, and which Plaintiffs' statistician will have analyzed, as explained in the Plan of Allocation). With respect to each Class Member who timely submits a completed Claim Form and (as appropriate) either a Named Plaintiff Release or a Class Member Releases, the Claims Administrator, acting on behalf of the Settlement Class and subject to such supervision and direction as necessary by Class Counsel and the Court, shall
24

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 28 of 41
administer and calculate the monetary award to be paid to each Claimant from the Settlement Fund in accordance with the Plan of Allocation.
c. Within forty-five (45) days after the Distribution Date (but in no event earlier than the Distribution Date), the Claims Administrator shall send to each eligible Claimant by certified mail, return receipt requested, a Notice of Award.
d. The Net Settlement Fund shall be distributed to the Claimants substantially in accordance with the Plan of Allocation to be proposed solely by Class Counsel and described in the Notice and approved by the Court. Defendants will not have any involvement in the Plan of Allocation and shall not object to the Plan of Allocation proposed by Class Counsel.
e. If a balance of more than $50,000 is remammg in the Net Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise), Class Counsel shall, in its discretion, instruct the Claims Administrator to (1) donate the balance of the Net Settlement Fund to non-sectarian, not-for-profit, 501(c)(3) organization(s) designated by Class Counsel, or (2) reallocate such balance among Claimants who deposited the checks sent in the initial distribution in an equitable and economic fashion. In the event that Class Counsel instructs the Claims Administrator to reallocate such balance pursuant to clause (2) above, all expenses associated with such reallocation (including but not limited to tax expenses, tax reporting and withholding expenses, postage, printing, or banking expenses, or administrative expenses) shall come out of the Net Settlement Fund; notwithstanding Section VIII.B.1. or any other provision of this Agreement, in no event shall Defendants be obligated to pay any portion of these expenses, which are hereby expressly excluded from the Claims Administration Payment.
25

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 29 of 41

f.

If a balance of $50,000 or less is remaining in the Net Settlement

Fund (whether by reason of tax refunds, uncashed checks or otherwise), Class Counsel shall

instruct the Claims Administrator to donate the balance of the Net Settlement Fund to non-

sectarian, not-for-profit, 501(c)(3) organization(s) designated by Class Counsel.

g. The Claims Administrator shall maintain a list of the amounts

disbursed to eligible Claimants for a period of five (5) years. Class Counsel shall have access to

information regarding individual allocation amounts upon its request to the Claims

Administrator. The Ban1e shall have access to information regarding individual allocation

amounts only upon (1) the filing of a lawsuit against the Ban1e by a Claimant, or (2) written

notice to Class Counsel showing good cause (e.g., threatened litigation by the Claimant). Any

dispute as to whether good cause exists shall be resolved through the dispute resolution process

set forth in Section IXB of this Settlement Agreement.

2. Confidentiality Regarding Amount of Monetary Award. All Claimants

receiving monetary awards will be asked to keep the amount oftheir award confidential.

F. Service Awards To Named Plaintiffs. Class Counsel, on behalf of the Named

Plaintiffs, may submit an application for distribution as a "Service Award" to each Named

Plaintiff for serving as a named plaintiff in this case (the "Service Award Application(s)"). The

Service Award Application(s) shall request a total amount for all Service Awards of all Named

Plaintiffs not to exceed $200,000 (two-hundred thousand dollars). Defendants shall take no

position with respect to the Service Award Application(s). In the event the Court does not grant

Service Award(s) to Named Plaintiffs, or the Service Awards total less than $200,000 (two-

hundred thousand dollars), the remaining amount will not revert to Defendants but will instead

remain as part of the Settlement Fund.

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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 30 of 41
Any Service Award(s) ordered by the Court shall be paid by the Claims Administrator from the Settlement Fund immediately after the later of (1) the Distribution Date, and (2) seven days after the Named Plaintiff has timely executed (and not revoked) a Named Plaintiff Release.
G. Non-Admissibility of Fact of Award (or Non-Award), Except to the extent that it would constitute a set off in an action for damages claimed for any period covered by this settlement, neither the fact nor amount of an award, nor the fact of any non-award, shall be admissible in any other proceeding for any purpose other than to enforce a release given in accordance with this Settlement, nor shall it be deemed to be a finding as to the merits or defenses of any claim.
H. Tax Treatment. 1. Qualified Tax Status and Responsibilities. Class Counsel shall act in a
manner necessary to qualify the Settlement Fund as a "Qualified Settlement Fund" under Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg. Section 1.468B-1, et seq., and to maintain that qualification. The Settlement Fund shall be administered by the Claims Administrator under the Court's supervision. The parties shall cooperate to ensure such treatment and shall not take a position in any filing or before any tax authority inconsistent with such treatment.
2. Federal, State and Local Taxes. The parties recognize that the awards to eligible Claimants will be subject to applicable tax withholding and reporting, which will be handled as follows: The Claims Administrator shall serve as trustee of the Settlement Fund and shall act as a fiduciary with respect to the handling, management, and distribution of the Settlement Fund, including the handling of tax-related issues, reporting requirements and
27

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 31 of 41
payments. The Claims Administrator shall allocate 60% of each Claimant's award, including Service Awards, to their claim for compensatory damages and the remaining 40% to their claim for back pay.
The Claims Administrator shall inform Defendants in writing of the employer's share of all taxes or contributions (i.e., FICA, FUTA, SUTA, and Medicare) required to be paid by Defendants. Defendants shall, within thirty (30) business days of such notice, remit all such payments to the Claims Administrator for payment to appropriate taxing authorities ("Employer Payroll Tax Payment").
The Claims Administrator shall be responsible for the timely reporting and remitting of the Employer Payroll Tax Payment to the appropriate taxing authorities. Subject to the Claims Administrator's obligation to comply with applicable laws, the parties anticipate that any amounts designated as interest shall not be subject to withholding and shall be reported, if required, to the lRS on Form 1099-INT. The parties further anticipate that any amounts designated as compensatory damages or Service Awards shall not be subject to withholding and shall be reported to the IRS on Form 1099-MISC.
Except with respect to the Employer Payroll Tax Payment, the Claims Administrator shall be responsible to satisfy from the Settlement Fund (l) any and all federal, state and local employment and withholding taxes, including, without limitation, federal and state income tax withholding, FICA, FUTA, SUTA, Medicare and any state employment taxes, and (2) any and all taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed on Defendants with respect to income earned for any period during which the Settlement Fund does not qualify as a "Qualified Settlement Fund" for federal and state income
28

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 32 of 41
tax purposes. The Claims Administrator shall satisfy any and all taxes, penalties and other obligations with respect to the payments or distributions from the Settlement Fund not otherwise addressed herein from the Settlement Fund.
The Claims Administrator shall be responsible for procuring Form W-9s from each Named Plaintiff and/or Claimant prior to making any monetary distributions to such Named Plaintiff and/or Claimant. The Form W-9 shall be included with the Claim Form.
The Claims Administrator shall be responsible for all federal, state, local, and other reporting requirements (including any applicable reporting with respect to attorneys' fees and other costs subject to reporting). The parties hereto agree to cooperate with the Claims Administrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions set forth in this paragraph.
1. Defendants Have No Further Obligation, Liability or Responsibility. Other than Defendant's responsibility for the employer's share of payroll taxes as discussed in Section VIIl,H.2. above, and to supply all necessary information for purposes of calculating amounts due with respect to Claimants, Defendants shall have no withholding, reporting or any other tax reporting or payment responsibilities with regard to the Settlement Fund or its distribution to Class Members. Moreover, Defendants shall have no liability, obligation, or responsibility for the administration of the Settlement Fund, the determination of any formulas for disbursement, or the disbursement of any monies from the Settlement Fund except for (1) their obligation to pay the Settlement Sum specified in Section VIlLA; (2) their obligation related to the Employer Payroll Tax Payment as set forth in Section VIlLH.2.; (3) their obligation related to the Claims Administration Payment as set forth in Section VIlLA. 1; and (4) their agreement to cooperate in providing infonnation which is necessary for Settlement administration set forth herein. As
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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 33 of 41
specified in Section VII hereto, Defendants are solely responsible for all costs and expenses related to the Programmatic Relief, including but not limited to the costs associated with settlement compliance, such as costs for the retention of the Industrial Psychologist, compensation for the Diversity Monitor, and all costs associated with training and development of programs as part of the Programmatic Relief. IX. ENFORCEMENT
A. No Third Parties. Enforcement of this Settlement Agreement shall be prosecuted by Class Counselor counsel for Defendants only, not third parties. The parties shall meet and confer prior to commencement of any enforcement proceedings.
B. Dispute Resolution. Named Plaintiffs, Class Counsel, and Defendants will work diligently and in good faith to resolve all disputes that may arise during the term of this Settlement Agreement concerning the rights, obligations and duties of the parties to this Settlement Agreement. In the event they cannot agree, the parties will attempt to resolve the dispute with the facilitation of Hunter Hughes, Esq., (or, ifhe is unavailable, a mutually selected mediator) before seeking resolution of the dispute in any judicial forum, including the Court. The parties agree that in the event the parties cannot resolve the dispute through the assistance of a mediator as previously stated, the Court will be asked to resolve the dispute. In all events, the Court maintains jurisdiction to resolve any disputes between the parties related to this Action or the Settlement Agreement. X. CONFIDENTIALITY
A. Public Statements. The parties and their counsel agree not to issue any press release. The parties and their counsel further agree that they shall jointly develop a list of "talking points" regarding the Settlement, and that they shall not make any public comments regarding the Settlement that are inconsistent with or materially deviate from the contents of the
30

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 34 of 41
talking points. Nothing herein shall prevent any party or counsel from producing to any person or entity a copy of any document that was publicly filed in this case.
B. Documents and Information. The parties acknowledge that the Joint Stipulation and Protective Order endorsed by the Court on February 11, 2008, governs the confidentiality and destruction (or return) of documents as stated in that Joint Stipulation and Protective Order. XI. ATTORNEYS' FEES AND EXPENSES.
Class Counsel may submit an application (the "Fee and Expense Application") for distributions to it from the Settlement Fund for: (a) an award of reasonable attorneys' fees from the Settlement Fund (which shall not exceed one-third of the Settlement Fund net of Courtapproved expenses); and (b) payment of expenses incurred in the Action, including but not limited to the fees and expenses of any experts or consultants, incurred in connection with prosecuting or settling the Action, plus any interest earned by the Settlement Fund on such attorneys' fees and expenses at the same rate and for the same periods as earned by the Settlement Fund (until paid). Class Counsel reserves the right to make additional applications for fees and expenses incurred. Defendants shall take no position with respect to Class Counsel's Fee and Expense Application.
The attorneys' fees and expenses, as awarded by the Court, shall be paid to Class Counsel from the Settlement Fund, as ordered, immediately after the later of (1) the Court executes an order awarding such fees and expenses, and (2) the Court enters the Final Approval Order and dismisses the Action with prejudice. Class Counsel shall thereafter allocate the attorneys' fees in a manner in which it in good faith believes reflects the contributions of other counsel for any Named Plaintiff to the prosecution and settlement of the Action. In the event that the Final Approval Order is reversed or modified, or this Settlement Agreement is cancelled or terminated for any other reason, then Class Counsel shall, within five (5) business days from
31

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 35 of 41
receiving notice from the Banle's Counselor from a court of appropriate jurisdiction, refund to Defendants the entire amount awarded by the Court and disbursed to Class Counsel for attorneys' fees and expenses (including any amounts that Class Counsel may have distributed to any other counsel for Named Plaintiffs), plus interest (at the rate specified in the preceding paragraph) thereon. In the event that the order making the Fee and Expense Award is reversed or modified, then Class Counsel shall, within five (5) business days from receiving notice from a court of appropriate jurisdiction, refund to the Settlement Fund the amount required by the court's order.
The procedure for and the allowance or disallowance by the Court of any applications for attorneys' fees and expenses, including the fees of experts and consultants, to be paid out of the Settlement Fund, are not part of the settlement set forth in the Settlement Agreement, and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the settlement set forth in the Settlement Agreement, and any order or proceeding relating only to any request for attorneys' fees or expenses, or any appeal from any order relating only thereto or reversal or modification thereof, shall not operate to terminate or cancel the Settlement Agreement, or affect or delay the finality of the Judgment approving the Settlement Agreement and the settlement of the Action set forth herein.
Defendants and Defendants' Counsel shall have no responsibility for or liability whatsoever with respect to any payment to Class Counselor any other counsel for any Named Plaintiff from the Settlement Fund that may occur. Except for the payment by Defendants of the Settlement Sum, Defendants shall have no responsibility for the payment of attorneys' fees and expenses to any counsel for any Named Plaintiff.
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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 36 of 41
XII. GOVERNING LAW The parties agree that federal law shall govern the validity, construction and
enforcement of this Settlement Agreement, and that the Court in this Action maintains jurisdiction over all Defendants and Class Members to resolve any disputes regarding the validity, construction and enforcement of this Settlement Agreement. To the extent that it is determined that the validity, construction or enforcement of this Settlement Agreement, the Named Plaintiff Release, the Class Member Release, or Defendants' release executed pursuant to its terms is governed by state law, the law of the Commonwealth of Massachusetts shall apply. XIII. OTHER CONDITIONS OF SETTLEMENT
9.1. Representations. Each Defendant warrants as to itself that, as to the payments mmade by or on behalf of it to carry out any of the provisions of this Settlement Agreement, at the time such payment is made or caused to be made, it was not insolvent nor did the payment required to be made by or on behalf of it render such Defendant insolvent within the meaning of and/or for the purposes of the United States Bankruptcy Code, including §§ 101 and 547 thereof. This warranty is made by each such Defendant and not by such Defendant's Counsel. If a case is commenced in respect of any Defendant contributing to the Settlement Fund under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver, conservator, or other fiduciary is appointed under any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of money to the Settlement Fund or any portion thereof by or on behalf of that Defendant to be a preference, voidable transfer, fraudulent transfer or similar transaction, and any portion thereof is required to be returned, and such amount is not promptly deposited to the Settlement Fund by others, then, at the election of Class Counsel, the parties shall jointly move the Court to vacate and set aside the releases given and the Judgment entered pursuant to this Settlement Agreement, which releases and the Judgment shall be null and void, and the parties so affected shall be restored to their respective positions in the Action
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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 37 of 41

as of March 31, 2009, and any other cash amounts in the Settlement Fund shall be returned as provided herein.

A. Exhibits. The Exhibits to this Settlement Agreement are material and integral

parts hereof and are fully incorporated herein by this reference.

B. Notices to Counsel. All notices to counsel required or desired to be given under

this Settlement Agreement shall be in writing and by overnight mail or e-mail to counsel for the

respective parties at their respective addresses set forth below (or to such other address as any

such party or counsel may designate in a notice):

To Defendants:

To Class Counsel and/or Named Plaintiffs:

Jeffrey G. Huvelle Covington & Burling LLP 1201 Pennsylvania Avenue, NW Washington, DC 20004

Niki L. Mendoza Bernstein Litowitz Berger & Grossmann LLP 12481 High Bluff Drive, Suite 300 San Diego, CA 92130

- and-

Frances S. Cohen Bingham McCutchen LLP One Federal Street Boston, MA 02110-1726

C. Failure to Insist on Strict Compliance. The failure of any party to insist in any

one or more instances on strict compliance with the terms and conditions hereof shall not be

construed to be a waiver of remedies available with respect to any prior or subsequent breach.

D. Settlement Agreement Binding. This Settlement Agreement shall inure to the

benefit of, and be binding upon, the parties hereto and their respective heirs, dependents,

executors, administrators, trustees, legal representatives, personal representatives, agents,

successors and assigns; provided, however, that this Settlement Agreement shall not inure to the

benefit of any third party.

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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 38 of 41
E. Modifications to this Agreement. No modifications to this Agreement may be made without the written agreement of Class Counsel and Defendants' Counsel. After the parties hereto submit a motion for Preliminary Approval of the Settlement to the Court, no material modifications to this Agreement may be made without Court approval.
F. No Drafting Presumption. All parties hereto have participated, through their respective counsel, in the drafting of this Settlement Agreement and, therefore, this Settlement Agreement shall not be construed more strictly against one party than another.
G. Dispute As To Meaning of Agreement Terms. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Settlement Agreement or any Exhibit hereto, or in the event of a claimed breach of the Settlement Agreement, the parties agree that they will attempt to resolve such dispute in accordance with the dispute resolution provisions of Section IXB. of this Settlement Agreement.
H. Interpretation of Terms. Whenever possible, each provision and term of this Settlement Agreement shall be interpreted in such a manner as to be valid and enforceable.
1. Entire Agreement. This Settlement Agreement, including the Exhibits hereto, together with the Supplemental Agreement, contain the entire agreement among the parties relating to the Settlement. It specifically supersedes any settlement terms or settlement agreements that were previously agreed upon orally or in writing by any of the parties hereto. This Settlement Agreement does not impose any obligations on the parties beyond the terms and conditions stated herein. Accordingly, this Settlement Agreement shall not prevent or preclude the Bank from revising its employment practices and policies or taking other personnel actions during the term of this Settlement Agreement so long as they are consistent with this Settlement Agreement.
35

Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 39 of 41 J. Paragraph and Section Headings. Paragraph and section headings are for convenience of reference only and are not intended to create substantive rights or obligations. K. Counterparts. This Settlement Agreement may be executed in counterparts. Each signed counterpart together with the others shall constitute the full Settlement Agreement. L. Agreement Binding. As of the date on which counsel for the parties execute this Settlement Agreement, this Settlement Agreement will be binding in all respects, unless the Court fails to approve this Settlement Agreement and the Settlement Agreement is thus vacated.
[Remainder of this page intentionally left blank]
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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 40 of 41
DATED: June 30, 2009
BY:'~L4/
BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
Steven B. Singer
JeremyP, Robinson 1285 Avenue of the Americas New York, NY 10019
(212) 554-1400
-andNiki L. Mendoza Matthew P. Jubenville 12481 High Bluff Drive, Suite 300
San Diego, CA 92130 (858) 793-0070 Attorneys for Plaintiffs and the Class
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Case 1:07-cv-10949-NG Document 131-2 Filed 07/02/09 Page 41 of 41
DATED: J l4;/4,l30,2009
BINGHAM McCUTCHEN LLP Frances S. Cohen One Federal Street Boston, MA 02110·1726 (617) 951·8000
Jeffrey G. Huvelle
Thomas S. Williamson, Jr.
1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2401 (202) 662-6000 Attt0o1m'lteeysfor Defendants
37

 
 Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 1 of 8

UNITED STATES DISTRICT COCRT DISTRICT OF MASSACHUSETTS

RICHARD TURNLEY III, et al., Plaintiffs,
v. BANC OF A.\1:ERICA INVESTMENT SERVICES, INC., et aL,
Defendants.

) ) ) ) CIVIL ACTION NO. 1:07-cv-10949-NG ) ) ) ) ) ) )

--------------)

[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL This matter having come before the Court for hearing, pursuant to the Order of this Court, dated July 15, 2009 (the "Preliminary Approval Order"), on the application of the settling parties for approval of the Settlement set forth in the Settlement Agreement dated as of June 30, 2009 (the "Settlement Agreement"), and due and adequate notice having been given to the Settlement Class as required in the Preliminary Approval Order, and the Court having considered
Iall papers filed and proceedings had herein, and otherwise being fully informed in the premises
c:::::e~::::::~~:::~~T;:D DECREED that:
1. This Order incorporates by reference the definitions in the Settlement Agreement, ,and all capitalized terms herein shall have the same meanings as set forth in the Settlement 19reement.

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 2 of 8
2. This Court has jurisdiction over the subject matter of this action and over all
Defendants and members of the Settlement Class.
3. The Court finds, for settlement purposes only, that the requirements of the Federal
Rules of Civil Procedure have been met as to the Settlement Class, in that:
(a) The Settlement Class is ascertainable from records kept by Defendants and from other objective criteria, and members of the Settlement Class are so numerous that their joinder before the Court would be impracticable.
(b) Based on allegations in the Sccond Amended Complaint, the Court finds that there is at least one question of fact and/or law common to the Settlement Class.
(c) Based on allegations in the Second Amended Complaint, the Court finds that the claims of the Named Plaintiffs are typical of the claims of the Settlement Class.
(d) The Court finds that the Named Plaintiffs will fairly and adequately protect the interests of the Settlement Class in that (i) the interests of the Named Plaintiffs and the nature of their alleged claims are consistent with those of the members of the Settlement Class; (ii) there are no conflicts between or among the Named Plaintiffs and the Settlement Class; and (iii) the Named Plaintiffs are represented by qualified counsel who is experienced in preparing and prosecuting large, complex class actions of this type.
(e) Based on allegations in the Second Amended Complaint, the Court finds that Defendants have acted or refused to act on grounds that apply generally to the Settlement Class, so that final injunctive relief is appropriate respecting the Class as a whole.
(f) Based on allegations in the Second Amended Complaint, the Court finds that questions ofIaw or fact common to Class Members predominate over any questions affecting only individual members and that a class action settlement is superior to other available methods for fairly and efficiently adjudicating the controversy.
4. Based on the finding set out in Paragraph 3 above, and this Court's Order
preliminarily approving the Settlement, the Court FlNALLY CERTIFIES the following class, for
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Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 3 of 8
settlement purposes only, under Federal Rule of Civil Procedure 23(b)(2) and (3) (the Settlement Class'"):
All African Americans employed as Financial Advisors or Premier Client Managers in the Premier Banking & Investments division of Bank of America at any time between April I, 2003 and March 24, 2009. Excluded from the monetary portion of the Settlement Class are those persons who timely and validly opted out of the Settlement Class. Class Members may not exclude themselves, or optout, of the non-monetary or programmatic relief provisions of the Settlement. 5. The Named Plaintiffs are adequate class representatives of the Settlement Class and, therefore, the Court hereby appoints Named Plaintiffs as the representatives of the Settlement Class. 6. As required by Fed. R. Civ. P. 23(g), the Court has considered: (i) the work Class Counscl has done in identifying or investigating potential claims in this action; (ii) Class Counsel's experience in handling class actions, other complex litigation, and claims of the type asserted in th.is action; (iii) Class Counsel's knowledge of the applicable law; and (iv) the resources Class Counsel has committed to representing the class. Based on these factors, the Court finds that Class Counsel has and wiJJ continue to fairly and adequately represent the interests of the Settlement Class. Accordingly, the Court finds that Class Counsel shaJJ serve as class lead counsel with respect to the Settlement Class in this Action. 7. The Court having certified this Action as a non-opt-out class action under Fed. R. ClV. P. 23(a) and 23(b)(2), insofar as plaintiffs seek non-monetary, injunctive relief, Settlement Class members shall be bound by the injunctive relief provisions of the Settlement in this Action. 8. c'Iotice of the pendency of this Action as a class action and of the proposed Settlement was given to all Settlement Class members who could be identified with reasonable
3

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 4 of 8
effort. The fonn and method of notifying the Settlement Class of the pendency of the action as a class action and of the terms and conditions of the proposed Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process, and any other applicable law. The notice given to the Settlement Class of the Settlement and the other matters set forth in the Settlement Agreement was the best notice practicable under the circumstances. Said notice provided due and adequate notice of these proceedings and of the matters set forth in the Settlement Agreement, including the Settlement, to all persons entitled to such notice.
9. The objections, if any, made to due process, constitutionality, procedures, and compliance with law, including, but not limited to, the adequacy of notice and the fairness of the proposed Settlement, lack merit and are hereby overruled.
10. The Settlement Agreement was entered into in good faith, at ann's length, and without collusion. The Settlement Agreement was the result of intensive ann's-Iength negotiations among highly experienced counsel, with full knowledge of the risks inherent in this litigation, and was reached with the assistance of a highly qualified, impartial mediator.
11. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement as set forth in the Settlement Agreement, finds that said Settlement is, in all respects, fair, reasonable and adequate with respect to the Settlement Class, and directs that the Settlement be consummated in accordance with the tenns and conditions set forth in the Settlement Agreement.
12. The Court hereby dismisses this Action in its entirety as to all defendants, including Bane of America Investment Services, Inc. and Bank of America, N.A.
13. All Class Members, on behalf of themselves, their heirs, administrators, representatives, executors, successors, and assigns, other than the Named Plaintiffs and those
4

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 5 of 8
who timely and validly opt out of the Settlement Class, sha1l be deemed to have, and by operation of this order sha1l have released all claims against Defendants, including their officers, directors, subsidiaries, affiliates, predecessors, successors, fiduciaries, insurers, employees and agents, whether known and unknown, existing through the date of Preliminary Approval, under any federal, state or local legal theory, for race and/or color discrimination, including any claims sounding in tort or contract, based in whole or in part on a1legations that were or could have been included in the Second Amended Complaint.
14. Named Plaintiffs, on behalf of themselves, their heirs, administrators, representatives, executors, successors, and assigns, sha1l be deemed to have, and by operation of this order shall have released all claims, whether known and unknown, of any nature under federal, state and local laws for any period up through the date of Preliminary Approval, as well as any and a1l rights or claims that Named Plaintiffs may have to reinstatement, employment or re-employment with the Bank, against Defendants, including their officers, directors, subsidiaries, affiliates, predecessors, successors, fiduciaries, insurers, employees and agents.
1S. Upon the Effective Date, Defendants shall be deemed to have, and by operation of this order sha1l have fu1ly, fina1ly, and forever released, relinquished, and dischargcd the Named PlaintitTs, and their respective attorneys, from any and a1l actions, causes of action, suits, liabilities, claims, and demands whatsoever, whether known or unknown, arising out of the Named PlaintitTs' employment at the Bank up through March 24, 2009, except that Defendants do not release Named Plaintiffs from (I) any claims against any Named Plaintiff by Defendants relating to promissory notes issued by any Named Plaintiff, or (2) any claims against any Named PlaintitT in his or her eapacity as a customer or client of any financial prodllcr or service offered or provided by Defendants or any of Defendants' subsidiaries or affiliates.
5

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 6 of 8
16. Upon the Effective Date and subject to the terms of the Settlement Agreement, Defendants and their counsel. Named Plaintiffs, Class Members, Class CounseL and anyone claiming through or on behalf of any of them, shall bc deemed to have, and by operation of this order shall havc, released all claims against Defendants and their counsel, Named Plaintiffs, Class Counsel, or other Class Members arising out of, or relating to the institution, prosecution, assertion, settlemcnt or resolution of the Action or the released claims.
17. Class Members who did not make an irrevocable election to exclude themselves from the monetary relief provisions of the Settlement are hereby permanently enjoined from commencing, prosecuting or maintaining either directly, representatively or in any other capacity any claim that is subsumed within the Settlement Agreement and/or the Class Member Release.
18. Class Members who made an irrevocable election to exclude themselves from the monetary relief provisions of the Settlement are hereby permanently enjoincd from commencing, prosecuting or maintaining either directly, representatively or in any other capacity any claim against Defendants for non-monetary relief arising out of or relating to allegations of race and/or color discrimination during the Class Period.
19. This Order is a final judgment m the Action as to all claims among the Defendants and all Released Parties, on the one hand, and the Named Plaintiffs and all Class Members, on the other.
20. Neither this Order and Final Judgment, the Settlement Agreement, nor any of its terms and provisions, nor any of the negotiations or proceedings connected with it, nor any of the documents or statements referred to therein shall be:
(a) offered or received against any of the Defendants as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any of the Defendants with respect to the truth of any fact alleged by any of the Named
6

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 7 of 8
Plaintiffs or the validity of any claim that has been or could have been asserted in the action or in any litigation, or the deficiency of any defense that has been or could have been asserted in the action or in any litigation, or of any liability, negligence, fault, or wrongdoing of any of the Defendants;
(b) offered or received against any of the Defendants 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 any of the Defendants:
(c) offered or received against any of the Defendants as evidence of a presumption, concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as against any of the Defendants, in any other civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Settlement Agreement; provided, however, that any of the Defendants may refer to it to effectuate the liability protection granted them hereunder;
(d) construed against any of the Defendants as an admission or concession that the consideration to be given hereunder represents the amount which could be or would have been recovered after
trial; or
(c) construed as or received in evidence as an admission, concession or presumption against the Named Plaintiffs or any other Class Member that any of their claims are without merit, or that any defenses asserted by any of the Defendants have any merit, or that damages recoverable under the Second Amended Complaint would not have exceeded the Settlement.
21. The Court finds that all parties and their counsel have complied with each
requirement of Rule II of the Federal Rules of Civil Procedure as to all proceedings herein.
22. Without affecting the finality of this Order in any way, this Court retains
continuing juri.;diction over (i) implementation of the Settlement, including the non-monetary
relief detailed therein; (ii) any award or distribution of the Settlement Fund; and (iii) all other
proceedings reilated to the implementation and enforcement of the terms of the Settlement
Agreement.
7

Case 1:07-cv-10949-NG Document 148 Filed 11/18/09 Page 8 of 8

23. In the event that the Effective Date does not occur, this Order shall be rendered null and void, and shall be vacated nunc pro tunc.
24. The Parties are hereby authorized, without needing further approval from the Court to agree to and adopt such amendments to, and extensions, modifications, and expansions of the Settlement Agreement as are consistent with this Final Judgment And Order Of Dismissal and that do not limit the rights of members of the Settlement Class.

!Vb (/, IT IS SO ORDERED this _j£;ay of

2009,

"'-------_..----
=:::.Id~~'±L-E=N~A:NcC-Y.G-E-R-T-N-E-R­ istrict Court Judge

8

 
 576 F.Supp.2d 204 (2008)
Richard TURNLEY III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark-Anthony Brown, Timothy Johnson II, and Khairi Dwayne Rahman on behalf of themselves and all others
similarly situated, Plaintiffs, v.
BANC OF AMERICA INVESTMENT SERVICES, INC., and Bank of America, N.A., Defendants.
Civ. Action No. 07cv10949-NG. United States District Court, D. Massachusetts.
September 17, 2008. 207 *207 Frances S. Cohen, Sarah G. Kim, Ralph C. Martin II, Siobhan E. Mee, Michael C. Moran, Louis A.
Rodriques, Bingham McCutchen LLP, Boston, MA, Eric H. Holder, Jr., Jeffrey G. Huvelle, Thomas S. Williamson, Covington & Burling LLP, Washington, DC, for Defendants. Matthew P. Jubenville, Deval R. Karina Zaveri, Niki L. Mendoza, Bernstein Litowitz Berger & Grossmann LLP, San Diego, CA, Ellen J. Messing, Messing, Rudavsky & Weliky PC, Boston, MA, Jeremy P. Robinson, Steven B. Singer, Bernstein, Litowitz, Berger & Grossman LLP, New York, NY, for Plaintiffs.
MEMORANDUM AND ORDER
RE: MOTIONS TO AMEND, DISMISS, AND TRANSFER
GERTNER, District Judge.
TABLE OF CONTENTS
I. INTRODUCTION ........................................................... 207
II. BACKGROUND ............................................................ 210
A. Procedural Posture ................................................ 210
B. Venue ............................................................. 211
1. Title VII (Johnson and Finlayson) .............................. 211
2. Motion to Transfer (All Claims) ................................ 217
C. The State Law Claims: Exhaustion and Scope of Coverage ............. 218
D. The Revised Second Amended Complaint ............................... 219
III. CONCLUSION ........................................................... 220

I. INTRODUCTION
In this putative class action suit, plaintiffs, all employees or former employees of Banc of America Investment Services, Inc. ("BAI"), and Bank of America, N.A. ("BOA"), allege that BAI and BOA systematically discriminate against African-American employees, in particular Financial Advisors ("FAs") and Premier Bankers ("PBs"), on the basis of race in violation of the Civil Rights Act of 1866, 42 U.S.C. § 1981 (Count I), Mass. Gen. Laws ch. 151B (Count II), and Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. (Count III).
The named plaintiffs are all African-Americans who are current or former PBs or FAs. Four 0907Turnley (FA), Finlayson (FA), Hinds (PB), and Brown (FA)0907 worked at defendants' office in Atlanta, Georgia;[1] two, plaintiff 208 Rahman (FA) and putative plaintiff Hobbs (PB) both worked in Boston, Massachusetts;[2] plaintiff Johnson *208 (FA) worked for BAI out of the office in St. Louis, Missouri; and putative plaintiff Gravely (PB) worked for the defendants in Los Angeles.
Defendants' various motions principally focus on venue. They move for transfer of the entire action to the Northern District of Georgia (Atlanta Division) under 28 U.S.C. § 1404(a) for the convenience of the parties and witnesses (document # 65). In the alternative, defendants seek to carve the case up into its geographic components based on where the plaintiffs worked, and transfer each portion to the respective areas 0907Johnson's to Missouri (document # 59), the claims of Turnley, Finlayson, Hinds and Brown to Georgia (document # 65).[3]
Plaintiffs have argued that venue is proper under 28 U.S.C. § 1404(a), and to buttress that argument, have sought to amend their complaint in various ways. They sought leave to file a Second Amended complaint (document # 92) and while the instant motion to amend was pending, they sought leave to revise that proposed Second Amended complaint (document # 104). They move to add an additional Boston-based plaintiff, Rahmel Hobbs, to the claim of the first plaintiff, Rahman. And, supporting their claim of a national pattern of discrimination, they would add another plaintiff, Terry M. Gravely from Los Angeles, who claims to have been affected by the identical discriminatory policies as the others.
They have also moved to add claims under Title VII, in addition to the § 1981 allegations for named plaintiff Finlayson, and add allegations that Johnson, Finlayson, and Hobbs have exhausted administrative Title VII remedies (document # 92). Finally, in plaintiffs' most recent submissions, they have added retaliation claims based on the discharge of Finlayson and the constructive discharge of Hobbs (document # 104).
Defendants challenge the Title VII claims of Finlayson and Johnson (Count III) (in addition to their broad venue attacks on the § 1981 claims). They argue that venue in Massachusetts is not proper under Title VII's special venue provision (documents # 59, dealing with Johnson, and # 65, dealing with Finlayson). Finally, defendants also seek to dismiss Count II because of failure to exhaust administrative remedies and on the grounds that Mass. Gen. Laws. ch. 151B does not extend beyond the boundaries of Massachusetts.
But while the defendants' motions are directed to a procedural issue, whether venue is appropriate in Massachusetts, they have deeper, substantive implications for this case. The parties have diametrically different views of the proper characterization of plaintiffs' complaint. Plaintiffs allege a nationwide pattern and practice of discrimination, including, inter alia, its practice of partnering minority Financial Advisors with minority Private Bankers and then "steering" the minority partnerships to low net-worth sales territories, territories largely comprised of African-American client pools. Defendants' Boston senior management, plaintiffs claim, is directly 209 responsible for the discrimination because of the way they have *209 chosen to allocate decisionmaking authority over account and territorial assignments. Senior management has delegated the allocation of business opportunities to the subjective preferences of local managers across the country, managers who, plaintiffs claim, have systematically disadvantaged African-American employees of the company in the kinds of accounts they have received, in the support they are given for those accounts, in their compensation, and in their rates of promotion.
Plaintiffs' complaint is both a disparate treatment and disparate impact claim. It is a disparate treatment claim patterned after McDonnell Douglas v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973) insofar as it

alleges that various national policies were applied to African-American employees by the defendants and their delegees with intent to discriminate. It is a disparate impact claim patterned after Watson v. Fort Worth Bank & Trust, 487 U.S. 977, 108 S.Ct. 2777, 101 L.Ed.2d 827 (1988), insofar as it challenges the employer's decision to use an "undisciplined system of subjective decisionmaking" to allocate assignments. Id. at 990-91, 108 S.Ct. 2777.
Defendants counter that there is no national pattern. Plaintiffs, they maintain, have merely put forward an amalgam of unrelated and independent claims that are essentially local in nature and, by implication, ill-suited for national class action treatment at all, much less one in Boston. To the defendants, the case is not a Watson disparate impact claim, but just a congeries of disparate treatment claims, involving nothing more than the "everyday management decisions" of local managers. Defs.' Mem. in Supp. of Mot. to Transfer or Sever 1 (document # 66). According to the defendants, I should divide the case amongst the courts in Georgia, Missouri, and Massachusetts.
In effect, in order to make this venue decision, I am obliged to take a position on the merits of the case a 0907 decision about how discrimination occurred in this company, to the extent that it occurred at all, by whom, and in what way0907and to do so at an early stage in the litigation. More importantly, the venue decision could well have an impact on whether the plaintiffs can prove their claims at all. If I adopt the defendants' view and send the case to various judicial districts, plaintiffs will have a more difficult time getting access to national data; defendants will no doubt tout my decision as having legitimated the "local phenomenon" theory. Plaintiffs' efforts to prove that the data relating to their treatment, far from reflecting isolated phenomena, prove a national pattern. And, given the allegations, transferring this case would lead to parallel litigation in three districts, litigation raising similar claims and similar patterns with similar results.[4]
To be sure, it may well be that after discovery the defendants will prevail. But this case is in the pleading stage; the allegations in plaintiffs' complaint are sufficient to keep the action in Massachusetts, to conduct discovery, and to give them an opportunity to prove their claims.
For the reasons described below, Defendants' Motion to Dismiss is DENIED; I also decline to sever and transfer the case at this time. Plaintiffs' various motions for leave to amend are also ALLOWED.
210 *210 II. BACKGROUND
Defendant BOA is a banking subsidiary of Bank of America Corporation ("Parent Corporation") and represents the surviving entity following a merger with Fleet National Bank in 2005. The Parent Corporation, headquartered in Charlotte, North Carolina, is a worldwide financial services corporation with subsidiaries operating in thirty states, including Massachusetts. Defendant BAI, a subsidiary of BOA and part of BOA's Global Wealth & Investment Management division ("GWIM"), is headquartered in Plantation, Florida, and maintains its principal place of business in Boston, Massachusetts. BAI's FAs provide financial and investment services to customers across the United States.
Indeed, plaintiffs allege that BOA and BAI engage in a vast array of racially discriminatory practices nationwide, involving hiring, promotion, compensation, territorial/work assignments, training, partnerships, workplace networks and teams, access to financial accounts and business, departing employee account assignments, distribution of business support and office resources, and application of company policies and procedures.
At the core of plaintiffs' complaint is the way in which defendants arrange partnerships between FAs and PBs and distribute business opportunities and resources. The BAI-BOA combined business model is rather straightforward: FAs, who help customers manage and preserve wealth by providing investment services, rely heavily on the PBs with whom they are paired for client referrals to develop their business and expand their portfolio of managed assets. The career advancement and compensation of FAs and PBs is directly tied to the value of the assets that they manage in their respective capacities. This compensation system makes the assignment of territories (for PBs) and banking partners (for FAs) crucial.

Plaintiffs allege that BAI and BOA engage in a national pattern and practice of partnering minority FAs with minority PBs,[5] then assigning these minority partnerships to low net-worth sales territories, and thereby limiting their access to greater income producing opportunities. Moreover, plaintiffs allege that BOA and BAI do not adequately support African-American employees. As a result, plaintiffs assert, African-American FAs and PBs face greater difficulty than their white counterparts in developing their business, careers, and income potential.
Plaintiffs claim that when they complained about these patterns and practices, they were told that "BAI and BOA believe that BAI and BOA clients are more `comfortable' dealing with sales professionals of their own race, and that African-American client pools do not constitute a `lucrative market,' and are not `sophisticated,' `competent,' or `savvy,' and therefore are not appropriate for the full range of BAI and BOA products and services." Compl. ¶ 2.
III. DISCUSSION
A. Procedural Posture
In order to resolve all of the issues presently before the Court, I will address Defendants' Motion to Dismiss and Plaintiffs' Motion to Amend the Complaint together. While consent to amend pleadings is generally freely given, this Court has the discretion to deny them "if it believes that, as a matter of law, amendment would be futile." 211 Carlo v. Reed *211 Rolled Thread Die Co., 49 F.3d 790, 792 (1st Cir.1995) (quoting Demars v. Gen. Dynamics Corp., 779 F.2d 95, 99 (1st Cir. 1985)). The standard for assessing the futility of the amendment is the motion to dismiss standard. See Adorno v. Crowley Towing & Transp. Co., 443 F.3d 122, 126 (1st Cir.2006). Significantly, defendants have indicated that they oppose plaintiffs' motion to amend, to file a second amended complaint only insofar as it seeks to assert a Title VII claim on behalf of plaintiff Finlayson, which they claim would be futile. Defendants continue to object to Johnson's Title VII claim and to Finlayson's and Johnson's state law claims in the Second Amended Complaint.
In order to withstand a motion to dismiss, the complaint must allege "a plausible entitlement to relief." Bell Atl. Corp. v. Twombly, 550 U.S. 544, ___, 127 S.Ct. 1955, 1967, 167 L.Ed.2d 929 (2007). The complaint must ... set forth "`factual allegations, either direct or inferential, respecting each material element necessary to sustain recovery under some actionable legal theory.'" Podiatrist Ass'n v. La Cruz Azul De P.R., Inc., 332 F.3d 6, 19 (1st Cir.2003) (quoting Gooley v. Mobil Oil Corp., 851 F.2d 513, 515 (1st Cir.1988)) (internal quotation marks omitted).
B. Venue
There is no dispute that venue is proper in the District of Massachusetts for plaintiffs' § 1981 claim. Venue over this claim is governed by 28 U.S.C. § 1391, which provides that venue is proper in any judicial district in which a defendant resides. See 28 U.S.C. § 1391(b). The fact that BAI has its principal place of business in Massachusetts qualifies under § 1391(b). Rather, defendants' challenge is directed to the venue of Johnson's and Finlayson's Title VII claims, under Title VII's special venue provision, 42 U.S.C. § 2000e-5(f)(3); they call for dismissal of those claims under Fed.R.Civ.P. 12(b)(3).
Defendants also challenge the venue of the entire action in Massachusetts under 28 U.S.C. § 1404(a), arguing that the convenience of parties and witnesses militate in favor of a transfer to Atlanta, or at the very least, a severance of the claims relating to the local districts. I address the Title VII issues first and then the issues under § 1404(a).
1. Title VII (Johnson and Finlayson)
Defendants move to dismiss the claims of Johnson and Finlayson under Title VII's special venue provision, 42 U.S.C. § 2000e-5(f)(3), and Fed.R.Civ.P. 12(b)(3). In ruling on a motion filed under Rule 12(b)(3), "[a]ll wellpleaded allegations in the complaint bearing on the venue question generally are taken as true, unless

contradicted by the defendant's affidavits. A district court may examine facts outside the complaint to determine whether its venue is proper." 5B Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1352 (3d ed.2004) (footnotes omitted). "When an objection to venue has been raised, the burden is on the plaintiff to establish that venue is proper in the judicial district in which the action has been brought."[6]Transamerica Corp. 212 v. Trans-American Leasing Corp., 670 F.Supp. 1089, 1090 (D.Mass.1987); see *212 also Freeman v. Fallin, 254 F.Supp.2d 52, 56 (D.D.C.2003).
Under § 2000e-5(f)(3), a Title VII action
may be brought [1] in any judicial district in the State in which the unlawful employment practice is alleged to have been committed, [2] in the judicial district in which the employment records relevant to such practice are maintained and administered, or [3] in the judicial district in which the aggrieved person would have worked but for the alleged unlawful employment practice, but if the respondent is not found within any such district, such an action may be brought within the judicial district in which the respondent has his principal office.
Only one of Title VII's venue provisions need to be satisfied in order for venue to be proper. See Darby v. U.S. Dep't of Energy, 231 F.Supp.2d 274, 277 (D.D.C. 2002).
Although the Title VII plaintiffs bring their claims on behalf of themselves and others similarly situated, "[t]he law is clear that in determining whether venue for a putative class action is proper, courts are to look only at the allegations pertaining to the named representatives" who bring the Title VII claims. Cook v. UBS Fin. Servs., Inc., No. 05 Civ 8842(SHS), 2006 WL 760284, at *6 n. 2 (S.D.N.Y. Mar. 21, 2006). Moreover, each individual named plaintiff must satisfy the venue provision. See Quarles v. Gen. Inv. & Dev. Co., 260 F.Supp.2d 1, 13 (D.D.C.2003); Dukes v. Wal-Mart Stores, Inc., No. C01-2252 MJJ, 2001 WL 1902806, at *2 (N.D.Cal. Dec.3, 2001).
Plaintiffs argue that both the first and second tests of the special venue provision are met. The stronger of the two arguments, and the one that the Court will address first, is that the allegedly unlawful employment practices were committed in Boston by senior management. Determining whether Massachusetts constitutes a "State in which the unlawful employment practice is alleged to have been committed" turns, in part, on whether the evidence submitted by defendants defeats plaintiffs' framing of the case in the complaint.[7] The Court finds that it does not0907 at least at this stage.
The parties' divergent framing of the issues to some extent reflects the different theories of discrimination 213 underlying *213 plaintiffs' allegations. Defendants' position reflects a straightforward theory of disparate
treatment, albeit one focused on the subjective decisions of local managers. See McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973). Plaintiffs, however, present a more sophisticated theory, alleging that their injury derives from the allocation of decisionmaking authority, with discriminatory effects, a disparate impact theory, as well as the exercise of that authority with intent to discriminate, a disparate treatment theory, by national decisionmakers as well as local managers. See Am. Compl. ¶ 5 (document # 56); see also Watson v. Fort Worth Bank & Trust, 487 U.S. 977, 990-91, 108 S.Ct. 2777, 101 L.Ed.2d 827 (1988); Bradley v. City of Lynn, 443 F.Supp.2d 145, 155 (D.Mass.2006). Under either theory, the challenged acts0907the decision to allocate authority in a discriminatory way, with or without discriminatory intent, took place in Massachusetts.
With respect to the disparate impact approach, the Supreme Court's reasoning in Watson is instructive. In holding that subjective decisionmaking may serve as the basis for a disparate impact claim, the Court wrote:
If an employer's undisciplined system of subjective decisionmaking has precisely the same effects as a system pervaded by impermissible intentional discrimination, it is difficult to see why Title VII's proscription against discriminatory actions should not apply. In both circumstances, the employer's practices may be said to `adversely affect [an individual's] status as an employee, because of such individual's race, color, religion, sex, or national origin.'
487 U.S. at 990-91, 108 S.Ct. 2777 (emphasis added)(alteration in original) (quoting 42 U.S.C. § 2000e-2(a)(2)); see also 42 U.S.C. § 2000e-2(k)(1)(A) (statutory requirements for disparate impact claims).[8] The logical

implication of this passage, of course, is that the relevant practice is "committed" where the "undisciplined system of subjective decisionmaking" is initiated. Thus, for purposes of Title VII's special venue provision, the inquiry focuses first on whether the plaintiff has adequately pled the existence of such a practice in the first instance, and second, on whether the defendant's challenge undermines the facts alleged in support of plaintiff's choice of venue.
Guided by this general framework, the Court now turns to the specific facts of this case. Plaintiff Johnson, a resident of St. Louis, Missouri, worked for BAI in St. Louis as an FA from February 2006 until March 2007. Johnson does not allege that he ever worked or resided in Massachusetts, or that he sought but was refused employment in the Commonwealth. Similar to the other plaintiffs, Johnson alleges that during his time as a BAI employee he was exclusively assigned to "territories in the St. Louis market that are primarily African-America and low net-worth" and given less desirable partnering assignments. Am. Compl. ¶¶ 105-09 (document # 56). He also alleges that when senior FAs left the St. Louis branch, the largest and most profitable accounts were assigned to white FAs, and that he received an unfair decrease in pay.
214 *214 Defendants assert that each of the factual allegations relating to Johnson's Title VII claim relates to decisions made by Thomas Schwarz, Senior Vice President and Market Director for Missouri, in conjunction the St. Louis area Market Manager, Melissa Wilson. Schwarz Dec. 1 (document # 62). In his declaration, Schwarz states that he served as Johnson's immediate supervisor for the entire period of Johnson's employment. Id. Schwarz states that he and other local managers in Missouri were responsible for making all of the decisions regarding the territorial assignments of FAs in Missouri, decisions to establish and to terminate partnerships, and decisions regarding account assignments. At no time did he ever report to a supervisor in Massachusetts; nor did his decisions require approval of any manager in Massachusetts.[9]Id. at 2.
The Schwarz declaration suggests that the particular decisions relating to Johnson's partnering and territorial assignments and compensation were made at the local level in St. Louis. However, these decisions do not comprise the entire universe of decisions relevant to Johnson's allegations. As noted above, Johnson alleges that he was also injured as a consequence of defendants' decision to allocate decisionmaking authority to local managers without objective rules or standards. That decision, as framed by plaintiffs and informed by the Supreme Court's opinion in Watson, is alleged to have been made by defendants' senior management in Boston.
Viewed this way, the Schwarz declaration does nothing to vitiate Johnson's choice of venue based on his disparate impact claim. In fact, it does just the opposite: the declarations and affidavits submitted by defendants tend to suggest that local and regional managers operate with virtually no oversight from Bostonbased senior level management in making the front-line decisions at issue in this case.
It is undisputed by defendants that senior level managers and executives 0907such as Brian Moynihan, Patrick Phillips, John Bahnken, Keith Banks, Jeff Carney, Richard Kane, and Jane Magpiong 0907are located in this judicial district.[10]See Exh. E to Singer Dec. (document # 30-5); see also Pierce v. Shorty Small's of Branson, Inc., 137 F.3d 1190, 1192 (10th Cir.1998) (plaintiff is entitled to rely upon the well-pled facts of her complaint, but "only to the extent that such facts are uncontroverted by defendant's affidavit").
Moreover, while the Court must determine whether venue is proper, assessing the facts alleged in the complaint and submitted by the parties solely as they relate to Johnson, the Court ought not ignore the specific allegations of the other plaintiffs. Indeed, the fact that several former and current BOA and BAI employees in different offices 215 allege to have experienced the *215 very same practices at the local level suggests that the similarities in their experience are not a matter of mere coincidence.[11] A reasonable inferences from these facts is that there exists a nationwide practice "committed" at the highest levels of management, the effects of which are experienced in different parts of the country.[12] That practice0907allocating decisionmaking authority to local managers if 0907 "committed" with the intent to discriminate could meet the McDonnell-Douglas test. If "committed" without the intent to discriminate but with discriminatory effects, it could satisfy a Watson claim. Either way, venue would be appropriate here. Cf. Passantino v. Johnson & Johnson Consumer Prods., Inc., 212 F.3d 493, 506 (9th Cir.2000) (Title VII venue proper "in both the forum where the employment decision is made and the forum in which that decision is implemented or its effects are felt"); see also Berry v. Potter, No. CIV 04-2922, 2006 WL 335841, at *3

(D. Ariz. Feb 10, 2006) (venue proper where adverse decision was made and where plaintiff felt the effect of the injury).
In Hoffman v. United Telecomm., Inc., 575 F.Supp. 1463 (D.Kan.1983), for example, the plaintiff, acting on behalf of herself and "all females who are, were, or might be employed by defendants in managerial and professional positions," alleged that defendant holding company and thirty-eight subsidiaries located throughout the country discriminated against female employees with respect to job assignments, training and advancement opportunities, salary, and responsibility. Id. at 1466. Rejecting defendants' Rule 12(b)(3) challenge, the Court found that Title VII venue was proper on the grounds that the
practices and procedures relating to personnel and management of employees are established and implemented ... in the District of Kansas for all of the defendant subsidiaries. Plaintiffs complaint alleges that the parent company... and its subsidiaries have engaged in system-wide discrimination based on sex, and have thereby harmed her and other women similarly situated. The court finds the alleged unlawful employment practice to have taken place in the district of Kansas due to the control exercised by the parent corporation ... in regard to its development and enforcement of its personnel policies and practices.
Id. at 1484 (emphasis added).
In contrast, in 2006, a district court in Cook declined to follow Hoffman, for reasons that are wholly distinguishable in the case at bar. 2006 WL 760284, at *4. In that case, plaintiffs apparently focused on a single decision, the decision to open a branch office in Largo, Maryland, staffed exclusively by African-Americans, referred to 216 derisively as the "diversity" office, and not supported with adequate resources. That decision, defendants claim, *216 was not made by national staff in New York. Plaintiffs countered by arguing that defendant's policies and procedures for its branch offices were developed in, or in collaboration with, the company's New York headquarters and that all policies ultimately had to be approved by senior management in the New York office. Id. at *3. The court found venue to be improper, because of the vagueness of plaintiffs' allegations: "At most [plaintiffs' submissions] establish that broad-based personnel policies had to be approved by [defendant's] Manhattan headquarters. It does not necessarily follow, however, that any of the specific personnel decisions affecting [plaintiff] or the [Maryland] office were made in New York." Id. at *4 (citing Robinson v. Potter, 2005 WL 1151429, at *4 (D.D.C. May 16, 2005) ("Mere speculation of principal office involvement does not counter the fact that in the plaintiffs complaint, the acts committed occurred [in a different district].")). Significantly, the Court in Cook did not reject the reasoning in Hoffman, but instead distinguished it on the grounds that the plaintiffs in Cook had not made any "specific allegation that any of the employment practices complained of resulted from decisions made in" the company's corporate headquarters. Id. at *4. And they apparently made no claim under Watson.
In the instant case, plaintiffs have made such specific allegations. The core discriminatory practice alleged0907namely, the granting of unfettered decisionmaking authority to regional and local managers in matters of territorial assignments, partnering, etc. with or without discriminatory intent 0907was committed in Massachusetts.[13] Cf. Tamashiro v. Harvey, 487 F.Supp.2d 1162, 1166 (D.Haw.2006) (holding that in failure-to-promote discrimination controversies the discriminatory actors need not only be in the same location as the employee). The national pattern reflected in similar complaints by the Georgia, Missouri, and Massachusetts plaintiffs key that practice to a national policy. Venue is proper in Massachusetts.[14]
Because the same analysis applies equally to Finlayson, the Court need not go into great detail in determining whether the addition of his Title VII claim would be futile. As with Johnson, defendants have produced convincing 217 evidence that *217 the particular decisions relating to Finlayson's partnering and territorial assignments and compensation were made either at the local level in Atlanta or in conjunction with regional supervisors located in Florida. See, e.g., Carrington Dec. (document # 67); Thigpen Dec. (document # 70); Walker Dec. (document # 72). Nonetheless, Finlayson, like Johnson, also alleges a disparate impact claim. And because the relevant practice at issue in the disparate impact claim took place in this judicial district, the addition of Finlayson's Title VII claim would not be futile.

Disallowing Johnson's and Finlayson's claims to proceed in this district would make little practical sense and could lead to an unnecessary multiplicity of litigation in at least three judicial districts. See Gilbert v. Gen. Elec. Co., 347 F.Supp. 1058, 1060 (E.D.Va.1972) ("[C]lass actions,] which are particularly appropriate and plentiful under Title VII, are often of interstate or intrastate character, stretching in geographical impact beyond the limits of particular divisions or state districts. In this light, determination of venue merely upon the named litigants would have an arbitrary effect."). While the factual bases underlying the respective plaintiffs' disparate treatment allegations necessarily differ, it seems clear that the disparate impact claim 0907which will undoubtedly involve the analysis of large swaths of data relating to defendants' business practices is 0907 identical as to all of the named plaintiffs.
Indeed, the Title VII's venue provision provides a mechanism seemingly designed to avoid such a multiplicity of litigation, whereby defendants sued in diverse fora simultaneously are able to move to transfer and consolidate the cases in the judicial district where their principal place of business is located. See 42 U.S.C. § 2000e-5(f)(3) ("For purposes of sections 1404 and 1406 of Title 28, the judicial district in which the respondent has his principal office shall in all cases be considered a district in which the action might have been brought.").
2. Motion to Transfer (All Claims)
Next, defendants move pursuant to 28 U.S.C. § 1404(a) to transfer this case to the Northern District of Georgia (Atlanta Division), or, in the alternative, to sever and transfer the claims of plaintiffs Turnley, Finlayson, Hinds, and Brown (the Atlanta-based plaintiffs). In light of the Court's analysis in the preceding section and for the reasons that follow, defendants' motion is denied at this time.
Under § 1404(a), "[f]or the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought." The decision to transfer a case pursuant to § 1404 rests within the sound discretion of the trial court. Codex Corp. v. Milgo Elec. Corp., 553 F.2d 735, 737 (1st Cir.1977). "A presumption in favor of the plaintiff's choice exists, and the burden of proving that a transfer is warranted rests with the defendant." Fairview Mach. & Tool Co. v. Oakbrook Int'l, Inc., 56 F.Supp.2d 134, 141 (D.Mass.1999). Bearing in mind that the plaintiffs' choice of forum is entitled to great weight0907and arguably even greater weight than usual in the Title VII context, see Ellis v. Costco Wholesale Corp., 372 F.Supp.2d 530, 537 (N.D.Cal.2005)0907the Court must consider several factors, including the convenience of the parties and witnesses, the availability of documents, and the interests of justice, Fairview, 56 F.Supp.2d at 141. "Of those factors, the convenience to the expected witnesses is `probably the most important factor, and the factor most frequently mentioned.'" Id. (quoting Princess House, Inc. v. Lindsey, 136 F.R.D. 16, 18 (D.Mass.1991) ).
218 *218 Given the case's current procedural posture and the Court's determination that Title VII venue is proper in this district, the Court will not go into great detail regarding the underlying facts pertaining to the motion to transfer. Of the seven named plaintiffs in the proposed second amended complaint, three were employed exclusively in Georgia; one worked in both Georgia and Florida; one worked in Missouri; and two were employed in Massachusetts. From defendants' submissions, it seems fairly clear that many witnesses and documents relevant to plaintiffs' individual disparate treatment claims are located in their respective places of employment. See Huvelle Dec. 1-7 (document # 69); Drozynski Dec. 1-2 (document # 63). But documents seeking to relate those claims to the national pattern0907the Watson-type policy, for example0907are in Massachusetts.
In any event, it is unclear which aspects of plaintiffs' claims, if any, will go forward as class claims and which will proceed individually. Thus, in the interests of judicial efficiency, it makes sense to deny defendants' motion at this time, but to revisit the issue once the matter of class certification has been resolved.
C. The State Law Claims: Exhaustion and Scope of Coverage
Defendants argue that Count II, plaintiffs' state law claim, must be dismissed as to plaintiffs Finlayson and Johnson 1) for failure to exhaust administrative remedies prior to initiating court action and 2) because the

protections of Mass. Gen. Laws ch. 151B do not apply "extraterritorially" to employees who work and reside outside of Massachusetts. The Court disagrees.
Chapter 151B requires plaintiffs to file charges of discrimination with the Massachusetts Commission Against Discrimination ("MCAD") prior to initiating court action: "Any person claiming to be aggrieved by a practice made unlawful under this chapter ... may, at the expiration of ninety days after the filing of a complaint with [MCAD], or sooner if a commissioner assents in writing ... bring a civil action for damages or injunctive relief or both...." Mass. Gen. Laws ch. 151B, § 9. Accordingly,
[a] plaintiff `may maintain a civil action only if he has previously filed a timely complaint with the MCAD and ninety days have passed (or a commissioner has assented in writing to an earlier filing).' A plaintiff may not otherwise resort to the courts for a discrimination claim that is within the jurisdiction of MCAD unless he has followed these procedures.
Reidy v. Travelers Ins. Co., 928 F.Supp. 98, 106-07 (D.Mass.1996) (quoting Christo v. Edward G. Boyle Ins. Agency, Inc., 402 Mass. 815, 816, 525 N.E.2d 643 (1988)).
None of the plaintiffs named in the currently operative first amended complaint filed charges of discrimination with MCAD prior to the filing of the original complaint. The original complaint in this suit, which named both Finlayson and Johnson as plaintiffs, was filed on May 18, 2007. According to the first amended complaint, Finlayson and Johnson did not submit Charges of Discrimination to the Boston Area Office of the EEOC 0907with copies to MCAD for dual filing0907until June 21, 2007. The EEOC issued Johnson's Right to Sue Letter on November 5, 2007. Finlayson's letter was not issued until March 19, 2008, after the first amended complaint had already been filed. Plaintiffs filed their first amended complaint on November 29, 2007 0907more than ninety days after Johnson and Finlayson dual-filed their complaints with the EEOC and MCAD. Plaintiffs moved to amend their complaint for a second time on April 7, 2008, after there had been exhaustion.
219 *219 I find that Johnson and Finlayson have satisfied chapter 151B's exhaustion requirement. The currently operative first amended complaint was filed well after the ninety-day exhaustion period had elapsed. Thus, any deficiency in the original complaint was cured by the filing of the amended complaint. The legislative intent motivating the administrative exhaustion requirement was to "subject all discrimination claims to some administrative scrutiny," prior to any judicial action.[15]Charland v. Muzi Motors, Inc., 417 Mass. 580, 585, 631 N.E.2d 555 (1994). Once the administrative process has been allowed to run its course, however, and the state's policy concerns have been satisfied, there is no bar to this Court's exercise of its jurisdiction. Cf. Lebron-Rios v. U.S. Marshal Serv., 341 F.3d 7, 13 (1st Cir.2003) (concluding that "dismissal of plaintiffs' Title VII claims should have been without prejudice to any civil action filed after exhaustion of administrative remedies"). Thus, Johnson and Finlayson have properly pleaded exhaustion of their administrative remedies.
Putative plaintiff Hobbs likewise has satisfied chapter 151B's exhaustion requirement. According to the proposed second amended complaint, Hobbs dualfiled his Charge of Discrimination with the EEOC and MCAD on February 26, 2008. The EEOC issued a Right to Sue Letter on February 28, 2008, and on March 19, 2008, MCAD consented in writing to Hobbs withdrawing his charge. It was not until April 7, 2008, that plaintiffs moved to amend the complaint and add Hobbs as a party. Thus, because Hobbs, who works and lives in Boston, did not attempt to bring suit in this Court until after following the proper statutory procedures, the motion to amend the complaint is allowed as to his chapter 151B claim.
The Court also rejects defendants' argument that Johnson and Finlayson's state law claims on their face represent improper "extraterritorial" extensions of chapter 151B's protections. The extent to which defendants' allegedly discriminatory conduct took place in Massachusetts is described above, in the section pertaining to defendants' venue challenge. Nonetheless, the Court notes here that courts are required to "liberally construe [the provisions of 151B] for the purposes thereof." Mass. Gen. Laws ch. 151B, § 9. As such, courts have applied 151B in situations where the employment decisions at issue were made in Massachusetts, though their effects were felt in another state. See Cormier v. Pezrow New Eng., 437 Mass. 302, 306, 771 N.E.2d 158 (2002). MCAD has itself followed this interpretation, finding that it "has a significant interest in encouraging in-state Respondents to promote work environments free of discrimination." Everett v. InterQual, Inc., Docket No. 98-132813 (MCAD 1999) (Exh. 1 to Messing Dec. (document # 31-2)) (151B applied to decision made by Massachusetts employer

where employee worked in New Hampshire). Thus, I find that Johnson and Finlayson have properly stated claims under chapter 151B.
D. The Revised Second Amended Complaint
The defendants oppose plaintiffs efforts to revise its second amended complaint to add a new plaintiff, Gravely, from Los Angeles. They charge that the "revision" is too late, that it would be unduly disruptive of the existing 220 litigation. They *220 also claim that defending against charges at such a distance from the site of the litigation would be onerous.
I disagree. The litigation is still at a relatively preliminary state. Moreover, if this case were to be certified as a national class action, defendants would have to defend such charges, onerous or not.
III. CONCLUSION
In sum, Plaintiffs' Motion for Leave to File Second Amended Complaint (document # 92) and as revised (document # 104) is GRANTED. Defendants' Motion to Dismiss (document # 59) is DENIED, Finally, Defendants' Motion to Transfer (document # 65) is DENIED, with the proviso that the Court will entertain renewed motions to transfer once issues of class certification are resolved.
SO ORDERED.
[1] Brown also worked for a time in Fort Lauderdale and West Palm Beach, Florida.
[2] Plaintiffs initial complaint, filed in May of 2007, included only five plaintiffs, and alleged violations of § 1981 and Mass. Gen. Laws ch. 151B. The First Amended Complaint, filed in November of 2007, added the Bostonbased Rahman as a party, and a Title VII claim by Johnson. The proposed Second Amended complaint (document # 93), filed in April of 2008 sought to join another Boston party, Rahmel Hobbs; to add a claim for violation of Title VII on behalf of Finlayson; and to add exhaustion allegations on behalf of Hobbs and Finlayson. In July of 2008, plaintiffs filed a revision of the Second Amended complaint, alleging retaliatory discharge on behalf of Hobbs and constructive discharge (also retaliatory) on behalf of Finlayson and adding Gravely, a PB in California, as a plaintiff (document # 104).
[3] Defendants oppose the addition of Gravely as a named plaintiff because of the delay that this amendment would cause as well as the difficulty of defending against a claim so far from the locale of the other claims.
[4] The Judicial Panel on Multidistrict Litigation recently addressed a case that involved the obverse of the instant one. Individual cases brought in California, Illinois, and Massachusetts all raising Watson claims were consolidated in a single jurisdiction. See In Re Countrywide Fin. Corp. Mgmt. Lending Practices, MDL-1974. See also Miller v. Countrywide Bank, N.A., 2008 WL 3522374 (D.Mass. July 30, 2008).
[5] For example, Finlayson alleges that when he questioned his local managers about the partnering decision, they told him that "senior managers located in Boston had permitted them to make the partnership and territorial assignments they made." First Am. Compl. ¶ 76.
[6] There appears to be some confusion among courts as to which party carries the burden of proof when an objection to venue has been raised. Compare Tex. Marine & Brokerage, Inc. v. Euton, 120 F.Supp.2d 611, 612 (E.D.Tex.2000) (burden lies with defendant), with Beckley v. Auto Profit Masters, L.L.C., 266 F.Supp.2d 1001, 1003 (S.D.Iowa 2003) (burden with plaintiff). The better view is that, once an objection has been raised, the burden is on the plaintiff to establish that the chosen district is proper. See 5B Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1352 (3d ed.2004).
[7] Certain allegations contained in Plaintiffs' First Amended Complaint bear repeating here at some length:

BAI's and BOA's nationwide account allocation policies and practices discriminate against African-Americans because they permit excessive subjectivity by management in account assignment and the allocation of business opportunities. This is a uniform practice across BAI's and BOA's offices. Thus, managers distribute accounts, referrals, leads, call-ins, walk-ins, and other business opportunities to the FAs and PBs based on management's biased personal preferences.
By entrusting these managers, virtually all of whom are Caucasian, with undue discretion in these matters, BAI and BOA maintain a system whereby managers apply their own personal preferences and biases in making allocation decisions in a way that systematically disadvantages African-Americans and limits their compensation.
The aforementioned pattern of unequal territorial and partnership assignments, support, resources, compensation, and advancement opportunities is not the result of random or non-discriminatory factors. Rather, it is the result of an on-going and continuous pattern of intentional racial discrimination in assignments, support, resources, compensation, and promotions, and reliance on policies and practices that have an adverse impact on African-American employees that cannot be justified by business necessity, and for which alternative policies and practices with less discriminatory impact could be utilized that equally serve any asserted justification....
Am. Compl. ¶¶ 40-42 (document # 56).
[8] The Court added:
We are also persuaded that disparate impact analysis is in principle no less applicable to subjective employment criteria than to objective or standardized tests. In either case, a facially neutral practice, adopted without discriminatory intent, may have effects that are indistinguishable from intentionally discriminatory practices.
See Watson v. Fort Worth Bank & Trust, 487 U.S. 977, 990, 108 S.Ct. 2777, 101 L.Ed.2d 827 (1988).
[9] Schwarz further states that Johnson's personnel files are maintained in his office in St. Louis and that to the best of his knowledge, neither BAI nor BOA maintain centralized records of partnership assignments. Schwarz Dec. 3 (document # 62). Defendants have also submitted a declaration from Robert M. Drozynski, a BOA Vice President, who states that defendants' payroll, personnel, and human resources functions have been outsourced to a third-party vendor, Fidelity, which maintains centralized records in Kentucky. Drozynski Dec. 1-2 (document # 63).
[10] According to defendants' own press release: "[Patrick] Phillips will lead the delivery of comprehensive financial services to affluent clients across the United States through the company's Premier Banking and Banc of America Investment Services, Inc. (BAI) organizations. Phillips will report to Brian Moynihan, president of Global Wealth & Investment Management and will be based in Boston." Exh. F to Singer Dec. (document # 30-6).
[11] Cf. Ladele v. Consol. Rail Corp., 95 F.R.D. 198, 203 (E.D.Pa.1982) (in class certification context, holding that "it may be reasonable to infer that the discrimination suffered by plaintiff was not isolated if: (1) there was evidence that a central administration knew of the discriminatory practices, and permitted them to continue; (2) there was statistical evidence of a consistent, system-wide pattern; or (3) similar charges were made by other employees").
[12] Cf. Cormier v. Pezrow New England, Inc., 437 Mass. 302, 306, 771 N.E.2d 158 (2002) ("We do not read [ch. 151B] so narrowly as to mean that conduct constituting an unlawful termination can occur only in one place, and, consequently, that there is only one venue in which an employment discrimination claim may be brought.... An unlawful employment practice may consist of many actions and decisions made far from where the employee is physically located, between company officials who themselves are separated by great distances, and may be implemented in one of many jurisdictions.")
[13] To be sure, as defendants suggest, "all corporate decisions ultimately are the result of high-level policy decisions made by senior management and can in some sense be attributed to senior management." Defs.' Mem. in Supp. of Mot. to Dismiss 8 (document # 61). Thus, the Court must be careful not to allow plaintiffs to undermine Congress' intent in drafting Title VII's special venue provision. See Minnette v. Time Warner, 997 F.2d 1023, 1026 (2d Cir.1993) ("[T]he judicial district where the employer's principal office is located is a proper place

for venue only if venue cannot be laid in one of the other three possible districts specified in the statute."); Robinson v. Potter, No. Civ. A 04-0890(RMU), 2005 WL 1151429, at *4 (D.D.C. May 16, 2005) ("If the court were to interpret actions or omissions of an administrative agency as decisions determined at the agency's headquarters then a plaintiff would always be able to establish venue wherever the principal office is located. Even a cursory review of 42 U.S.C. § 2000e-5(f)(3) reveals that Congress did not intend this...."). To say that plaintiffs may not sue defendants in their principal places of business by merely alleging a general hierarchical structure, however, does not mean that plaintiffs are constrained to sue only in the states where they and their immediate managers are located. Where, as here, the plaintiffs have sufficiently pled a disparate impact claim in the mold of Watson, at the very least, venue properly lies in the district where those with the decisionmaking authority to change the relevant practice are located.
[14] Because the first prong of Title VII's venue provision is satisfied, there is no need to address the question of whether "the employment records relevant to such practice are maintained and administered" here. See § 2000e-5 (f)(3).
[15] "The filing requirement has a dual purpose. First, it is meant to provide the agency with an opportunity to investigate and conciliate the claim of discrimination. Second, the filing requirement provides notice to the defendant of a potential suit." Conroy v. Boston Edison Co., 758 F.Supp. 54, 57 (D.Mass. 1991).
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 Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 1 of 21
United States District Court District of Massachusetts (Boston) CIVIL DOCKET FOR CASE #: 1:07−cv−10949−NG

CLOSED

Turnley et al v. Banc of America Investment Services, INC., et al Assigned to: Judge Nancy Gertner Cause: 42:2000 Job Discrimination (Race)
Plaintiff

Date Filed: 05/18/2007 Date Terminated: 01/14/2009 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Richard Turnley, III on behalf of themselves and all others similarly situated

represented by Deval R. Karina Zaveri Bernstein Litowitz Berger &Grossmann LLP Suite 300 12481 High Bluff Drive San Diego, CA 92130−3582 858−793−0070 Fax: 858−793−0323 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Ellen J. Messing Messing, Rudavsky &Weliky PC 50 Congress St. Suite 1000 Boston, MA 02144 617−742−0004 Fax: 617−742−1887 Email: mail@mrwemploymentlaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy P. Robinson Bernstein, Litowitz, Berger &Grossman LLP 1285 Avenue of the Americas 38th Floor New York, NY 10019 212−554−1400 Fax: 212−554−1444 Email: jeremy@blbglaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Matthew P. Jubenville Bernstein Litowitz Berger &Grossmann LLP 12481 High Bluff Drive Suite 300 San Diego, CA 92130 858−793−0070 Fax: 858−793−0323 Email: matthewj@blbglaw.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Niki L. Mendoza Bernstein, Litowitz, Berger &Grossmann LLP Suite 300

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 2 of 21

12481 High Bluff Drive San Diego, CA 92130 858−720−3192 Fax: 858−793−0323 Email: nikim@blbglaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Steven B. Singer Bernstein, Litowitz Berger &Grossmann LLP 1285 Avenue of the Americas 38th Floor New York, NY 10019−6028 212−554−1400 Fax: 212−554−1444 Email: steven@blbglaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Major Khan Major Khan LLC 20 Bellevue Terrace Weehawken, NJ 07086 646−546−5664 Email: mk@mk−llc.com PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Baron H.C. Finlayson on behalf of themselves and all others similarly situated

represented by Deval R. Karina Zaveri (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Ellen J. Messing (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy P. Robinson (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Matthew P. Jubenville (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Niki L. Mendoza (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Steven B. Singer (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Major Khan (See above for address) PRO HAC VICE

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 3 of 21

ATTORNEY TO BE NOTICED

Plaintiff
Coleen Alecia Hinds on behalf of themselves and all others similarly situated

represented by Deval R. Karina Zaveri (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Ellen J. Messing (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy P. Robinson (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Matthew P. Jubenville (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Niki L. Mendoza (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Steven B. Singer (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Mark Anthony Brown on behalf of themselves and all others similarly situated

represented by Deval R. Karina Zaveri (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Ellen J. Messing (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy P. Robinson (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Matthew P. Jubenville (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Niki L. Mendoza (See above for address) LEAD ATTORNEY

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 4 of 21

ATTORNEY TO BE NOTICED

Steven B. Singer (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Timothy Johnson, II on behalf of themselves and all others similarly situated

represented by Deval R. Karina Zaveri (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Ellen J. Messing (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy P. Robinson (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Matthew P. Jubenville (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Niki L. Mendoza (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Steven B. Singer (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Khairi Dwayne Rahman on behalf of themselves and all others similarly situated

represented by Matthew P. Jubenville (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Ellen J. Messing (See above for address) ATTORNEY TO BE NOTICED

Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 5 of 21

Plaintiff Rahmel Hobbs on behalf of themselves and all others similarly situated
Plaintiff Terry M. Gravely on behalf of themselves and all others similarly situated

Niki L. Mendoza Bernstein, Litowitz, Berger &Grossmann LLP 12481 High Bluff Drive San Diego, CA 92130 858−720−3192 Fax: 858−793−0323 Email: nikim@blbglaw.com ATTORNEY TO BE NOTICED
Steven B. Singer (See above for address) ATTORNEY TO BE NOTICED
represented by Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven B. Singer (See above for address) ATTORNEY TO BE NOTICED
represented by Major Khan (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven B. Singer (See above for address) ATTORNEY TO BE NOTICED

V.
Defendant
Banc of America Investment Services, INC.,

represented by Eric H. Holder , Jr. Covington &Burling LLP 1201 Pennsylvania Avenue, N.W. Washington, DC 20004 202−662−5372 Fax: 202−778−5372 Email: eholder@cov.com TERMINATED: 12/24/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeffrey G. Huvelle Covington &Burling LLP 1201 Pennsylvania Ave, NW P.O. Box 7544 Washington, DC 20044 202−662−6000 Email: jhuvelle@cov.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Thomas S. Williamson , Jr. Covington &Burling LLP 1201 Pennsylvania Avenue, NW

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 6 of 21
Washington, DC 20004−2401 202−662−5438 Email: twilliamson@cov.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Frances S. Cohen Bingham McCutchen LLP One Federal Street Boston, MA 02110−1726 617−951−8000 Fax: 617−951−8736 Email: frances.cohen@bingham.com ATTORNEY TO BE NOTICED
Jennifer L. Holden Bingham McCutchen LLP − MA 150 Federal Street Boston, MA 02110−1726 617−951−8550 Fax: 617−951−8736 Email: jennifer.holden@bingham.com ATTORNEY TO BE NOTICED
Louis A. Rodriques Bingham McCutchen LLP − MA One Federal Street Boston, MA 02110−1726 617−951−8340 Fax: 617−951−8736 Email: louis.rodriques@bingham.com ATTORNEY TO BE NOTICED
Michael C. Moran Bingham McCutchen LLP − MA One Federal Street Boston, MA 02110−1726 617−951−8802 Fax: 617−951−8736 Email: michael.moran@bingham.com ATTORNEY TO BE NOTICED
Ralph C. Martin II Bingham McCutchen LLP 150 Federal Street Boston, MA 02110−1726 617−951−8844 Fax: 617−951−8736 Email: ralph.martin@bingham.com ATTORNEY TO BE NOTICED
Sarah G. Kim Bingham McCutchen LLP − MA 150 Federal Street Boston, MA 02110−1726 617−951−8768 Fax: 617−951−8736 Email: sarah.kim@bingham.com ATTORNEY TO BE NOTICED
Siobhan E. Mee Bingham McCutchen LLP 150 Federal Street Boston, MA 02110 617−951−8000

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 7 of 21

Fax: 617−951−8736 Email: siobhan.mee@bingham.com ATTORNEY TO BE NOTICED

Defendant Bank of America,N.A.

represented by Eric H. Holder , Jr. (See above for address) TERMINATED: 12/24/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeffrey G. Huvelle (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Thomas S. Williamson , Jr. (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Frances S. Cohen (See above for address) ATTORNEY TO BE NOTICED

Jennifer L. Holden (See above for address) ATTORNEY TO BE NOTICED

Louis A. Rodriques (See above for address) ATTORNEY TO BE NOTICED

Michael C. Moran (See above for address) ATTORNEY TO BE NOTICED

Ralph C. Martin II (See above for address) ATTORNEY TO BE NOTICED

Sarah G. Kim (See above for address) ATTORNEY TO BE NOTICED

Siobhan E. Mee (See above for address) ATTORNEY TO BE NOTICED

Date Filed 05/18/2007
05/18/2007
05/18/2007

# Docket Text
1 COMPLAINT against Banc of America Investment Services, INC.,, Bank of America,N.A., filed by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Civil Cover Sheet)(Johnson, Jay) (Entered: 05/18/2007)
ELECTRONIC NOTICE of Case Assignment. Judge Nancy Gertner assigned to case. If the trial Judge issues an Order of Reference of any matter in this case to a Magistrate Judge, the matter will be transmitted to Magistrate Judge Bowler (Johnson, Jay) (Entered: 05/18/2007)
Summons Issued as to Banc of America Investment Services, INC.,, Bank of America,N.A.. (Johnson, Jay) (Entered: 05/18/2007)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 8 of 21

05/21/2007 06/13/2007 06/20/2007 06/20/2007 06/20/2007 06/22/2007 06/27/2007 07/03/2007 08/06/2007 08/06/2007 08/06/2007 08/06/2007 08/06/2007 08/09/2007
08/09/2007

Filing fee: $ 350.00, receipt number 80208 for 1 Complaint, (Diskes, Sheila) (Entered: 05/21/2007)
2 NOTICE of Appearance by Frances S. Cohen on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Cohen, Frances) (Entered: 06/13/2007)
3 MOTION for Extension of Time to 8/20/07 to To answer or otherwise respond to the complaint by Banc of America Investment Services, INC.,, Bank of America,N.A..(Cohen, Frances) (Entered: 06/20/2007)
4 CORPORATE DISCLOSURE STATEMENT by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 06/20/2007)
5 NOTICE of Appearance by Louis A. Rodriques on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Rodriques, Louis) (Entered: 06/20/2007)
6 RESPONSE to Motion re 3 MOTION for Extension of Time to 8/20/07 to To answer or otherwise respond to the complaint filed by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 06/22/2007)
Judge Nancy Gertner : Electronic ORDER entered granting 3 Motion for Extension of Time to 8/20/07 to To answer or otherwise respond to the complaint by Banc of America Investment Services, INC.,, Bank of America,N.A. (Filo, Jennifer) (Entered: 06/27/2007)
7 NOTICE of Appearance by Ralph C. Martin II on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Martin II, Ralph) (Entered: 07/03/2007)
8 NOTICE of Appearance by Michael C. Moran on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Moran, Michael) (Entered: 08/06/2007)
9 MOTION for Leave to Appear Pro Hac Vice for admission of Eric H. Holder, Jr. Filing fee $ 50, receipt number 1619005. by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Affidavit)(Moran, Michael) (Entered: 08/06/2007)
10 MOTION for Leave to Appear Pro Hac Vice for admission of Jeffrey G. Huvelle by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Affidavit)(Moran, Michael) (Entered: 08/06/2007)
11 MOTION for Leave to Appear Pro Hac Vice for admission of Thomas S. Williamson, Jr. by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Affidavit)(Moran, Michael) (Entered: 08/06/2007)
Filing fee: $ 100.00, receipt number 81611 for 10 MOTION for Leave to Appear Pro Hac Vice for admission of Jeffrey G. Huvelle, 11 MOTION for Leave to Appear Pro Hac Vice for admission of Thomas S. Williamson, Jr. (Gaudet, Jennifer) (Entered: 08/09/2007)
Judge Nancy Gertner: Electronic ORDER entered granting 9 Motion for Leave to Appear Pro Hac Vice. Added Eric H. Holder, Jr for Banc of America Investment Services, INC., and Bank of America,N.A.; granting 10 Motion for Leave to Appear Pro Hac Vice. Added Jeffrey G. Huvelle for Banc of America Investment Services, INC.; granting 11 Motion for Leave to Appear Pro Hac Vice. Added Thomas S. Williamson, Jr for Banc of America Investment Services, INC., Bank of America,N.A. (Gaudet, Jennifer) (Entered: 08/09/2007)
12 NOTICE issued to Attorney Eric H. Holder, Jr., Jeffrey G. Huvelle and Thomas S. Williamson, Jr. regarding mandatory use of ECF in compliance with Local Rule 5.4. Failure to comply may result in the imposition of sanctions. (Gaudet, Jennifer) (Entered: 08/09/2007)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 9 of 21

08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007 08/20/2007
08/24/2007 08/29/2007 10/04/2007
10/04/2007
10/10/2007

13 ANSWER to Complaint by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 08/20/2007)
14 MOTION to Dismiss Count II of Plaintiffs' Complaint by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 08/20/2007)
15 MEMORANDUM in Support re 14 MOTION to Dismiss Count II of Plaintiffs' Complaint filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
16 MOTION to Transfer Case by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 08/20/2007)
17 MEMORANDUM in Support re 16 MOTION to Transfer Case filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
18 DECLARATION re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case Declaration of Lori McCarthy Lopez by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
19 DECLARATION re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case Declaration of Susan H. Walker by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
20 DECLARATION re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case Declaration of Jeffrey G. Huvelle by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
21 DECLARATION re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case Declaration of Joseph W. Carrington by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
22 DECLARATION re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case Declaration of Nancy A. Thigpen by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 08/20/2007)
23 AFFIDAVIT of Frances S. Cohen re 17 Memorandum in Support of Motion, 16 MOTION to Transfer Case, 14 MOTION to Dismiss Count II of Plaintiffs' Complaint, 15 Memorandum in Support of Motion by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Exhibit Exhibit A# 2 Exhibit Exhibit B# 3 Exhibit Exhibit C# 4 Exhibit Exhibit D# 5 Exhibit Exhibit E)(Moran, Michael) (Entered: 08/20/2007)
24 Defendants' Request for Oral Argument Letter/request (non−motion). (Moran, Michael) (Entered: 08/24/2007)
25 STIPULATION for Extension of Time by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 08/29/2007)
26 MOTION for Leave to Appear Pro Hac Vice for admission of Niki L. Mendoza by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Niki L. Mendoza in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 10/04/2007)
27 MOTION for Leave to Appear Pro Hac Vice for admission of Steven B. Singer by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Steven B. Singer in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 10/04/2007)
Filing fee: $ 100.00, receipt number 82801 for 26 MOTION for Leave to Appear Pro Hac Vice for admission of Niki L. Mendoza, 27 MOTION for Leave to Appear Pro Hac Vice for admission of Steven B. Singer (Diskes, Sheila) (Entered:

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 10 of 21

10/10/2007
10/11/2007 10/15/2007 10/15/2007
10/15/2007 10/15/2007 10/15/2007 10/31/2007
10/31/2007 11/02/2007 11/02/2007 11/06/2007 11/06/2007

10/10/2007)
28 STIPULATION re 17 Memorandum in Support of Motion, 13 Answer to Complaint, 16 MOTION to Transfer Case, 14 MOTION to Dismiss Count II of Plaintiffs' Complaint, 15 Memorandum in Support of Motion and (PROPOSED ORDER) for Plaintiffs to File a Single Omnibus Memorandum of Law in Opposition to Defendants' Motions to Dismiss and to Transfer Venue by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 10/10/2007)
Judge Nancy Gertner: ELECTRONIC ENDORSEMENT approving 28 Stipulation filed by Baron H.C. Finlayson, Timothy Johnson, II, Mark Anthony Brown, Coleen Alecia Hinds, Richard Turnley, III (Gaudet, Jennifer) (Entered: 10/11/2007)
29 Opposition re 16 MOTION to Transfer Case, 14 MOTION to Dismiss Count II of Plaintiffs' Complaint and Request for Oral Argument filed by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 10/15/2007)
30 DECLARATION OF STEVEN B. SINGER IN SUPPORT OF PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTIONS TO TRANSFER VENUE AND TO DISMISS COUNT II OF THE COMPLAINT by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit Exhibit A# 2 Exhibit Exhibit B# 3 Exhibit Exhibit D# 4 Exhibit Exhibit E# 5 Exhibit Exhibit F# 6 Exhibit Exhibit G# 7 Exhibit Exhibit H# 8 Exhibit Exhibit I# 9 Exhibit Exhibit C)(Messing, Ellen) (Entered: 10/15/2007)
31 DECLARATION OF ELLEN J. MESSING IN SUPPORT OF PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTIONS TO TRANSFER VENUE AND TO DISMISS COUNT II OF THE COMPLAINT by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit Exhibit 1)(Messing, Ellen) (Entered: 10/15/2007)
32 DECLARATION OF BARON H.C. FINLAYSON IN OPPOSITION TO DEFENDANTS' MOTION TO TRANSFER VENUE by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 10/15/2007)
33 DECLARATION OF TIMOTHY JOHNSON II IN OPPOSITION TO DEFENDANTS' MOTION TO TRANSFER VENUE by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Messing, Ellen) (Entered: 10/15/2007)
Judge Nancy Gertner: Electronic ORDER entered granting 26 Motion for Leave to Appear Pro Hac Vice. Added Niki L. Mendoza for Timothy Johnson, II and Richard Turnley, III; granting 27 Motion for Leave to Appear Pro Hac Vice. Added Steven B. Singer for Timothy Johnson, II,Richard Turnley, III,Baron H.C. Finlayson,Coleen Alecia Hinds,Mark Anthony Brown (Gaudet, Jennifer) (Entered: 10/31/2007)
34 NOTICE issued to Attorney Niki L. Mendoza regarding mandatory use of ECF in compliance with Local Rule 5.4. Failure to comply may result in the imposition of sanctions. (Gaudet, Jennifer) Additional attachment(s) added on 10/31/2007 (Gaudet, Jennifer). (Entered: 10/31/2007)
35 MOTION to Stay Discovery by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 11/02/2007)
36 AFFIDAVIT in Support re 35 MOTION to Stay Discovery by Frances S. Cohen. (Attachments: # 1 Exhibit A)(Moran, Michael) (Entered: 11/02/2007)
37 NOTICE of Appearance by Niki L. Mendoza on behalf of Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown (Mendoza, Niki) (Entered: 11/06/2007)
38 NOTICE of Appearance by Steven B. Singer on behalf of Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown (Singer, Steven) (Entered: 11/06/2007)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 11 of 21

11/07/2007 11/07/2007 11/07/2007 11/07/2007 11/07/2007 11/07/2007 11/07/2007 11/07/2007 11/12/2007
11/12/2007
11/13/2007 11/13/2007
11/13/2007 11/13/2007

39 REPLY to Response to Motion re 14 MOTION to Dismiss Count II of Plaintiffs' Complaint filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
40 REPLY to Response to Motion re 16 MOTION to Transfer Case filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
41 DECLARATION re 40 Reply to Response to Motion (Supplemental Declaration of Jeffrey G. Huvelle) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Exhibit A)(Moran, Michael) (Entered: 11/07/2007)
42 DECLARATION re 40 Reply to Response to Motion (Supplemental Declaration of Joseph W. Carrington) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
43 DECLARATION re 40 Reply to Response to Motion (Declaration of Paige Green) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
44 DECLARATION re 40 Reply to Response to Motion (Declaration of David C. Ellis, Jr.) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
45 DECLARATION re 40 Reply to Response to Motion (Declaration of Jason Westmoreland) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
46 DECLARATION re 40 Reply to Response to Motion (Declaration of Robert M. Drozynski) by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/07/2007)
47 MOTION for Leave to Appear Pro Hac Vice for admission of Jeremy P. Robinson by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Jeremy P. Robinson in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 11/12/2007)
48 MOTION for Leave to Appear Pro Hac Vice for admission of Deval R. Karina Zaveri by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Deval R. Karina Zaveri in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 11/12/2007)
49 MOTION for Leave to File Plaintiffs' Motion for Leave to File the [Proposed] First Amended Class Action Complaint by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown.(Singer, Steven) (Entered: 11/13/2007)
50 MEMORANDUM in Support re 49 MOTION for Leave to File Plaintiffs' Motion for Leave to File the [Proposed] First Amended Class Action Complaint MOTION for Leave to File Plaintiffs' Motion for Leave to File the [Proposed] First Amended Class Action Complaint filed by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit 1: [Proposed] FIrst Amended Class Action Complaint# 2 Exhibit 2: Redline version of [Proposed] Amended Complaint)(Singer, Steven) (Entered: 11/13/2007)
Filing fee: $ 50.00, receipt number 83483 for 48 MOTION for Leave to Appear Pro Hac Vice for admission of Deval R. Karina Zaveri (Gaudet, Jennifer) (Entered: 11/16/2007)
Filing fee: $ 50.00, receipt number 83482 for 47 MOTION for Leave to Appear Pro Hac Vice for admission of Jeremy P. Robinson (Gaudet, Jennifer) (Entered: 11/16/2007)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 12 of 21

11/16/2007
11/16/2007 11/16/2007 11/16/2007 11/27/2007 11/27/2007
11/29/2007
11/29/2007
12/03/2007 12/05/2007 12/13/2007 12/21/2007 12/21/2007 12/21/2007

Judge Nancy Gertner: Electronic ORDER entered granting 47 Motion for Leave to Appear Pro Hac Vice. Added Jeremy P. Robinson for Timothy Johnson, II and Richard Turnley, III; granting 48 Motion for Leave to Appear Pro Hac Vice. Added Deval R. Karina Zaveri for Timothy Johnson, II,Richard Turnley, III,Baron H.C. Finlayson,Coleen Alecia Hinds,Mark Anthony Brown (Gaudet, Jennifer) (Entered: 11/16/2007)
51 NOTICE issued to Attorney Deval R. Karina Zaveri and Jeremy P. Robinson regarding mandatory use of ECF in compliance with Local Rule 5.4. Failure to comply may result in the imposition of sanctions. (Gaudet, Jennifer) (Entered: 11/16/2007)
52 NOTICE of Scheduling Conference:Scheduling Conference set for 12/17/2007 03:00 PM in Courtroom 2 before Judge Nancy Gertner. (Molloy, Maryellen) (Entered: 11/16/2007)
53 MEMORANDUM in Opposition re 35 MOTION to Stay Discovery Plaintiffs' Opposition to Defendants' Motion to Stay Discovery filed by Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 11/16/2007)
54 Joint MOTION to Continue scheduling conference to a date during the week of January 7, 2008 by Banc of America Investment Services, INC.,, Bank of America,N.A..(Cohen, Frances) (Entered: 11/27/2007)
55 MEMORANDUM in Opposition re 49 MOTION for Leave to File Plaintiffs' Motion for Leave to File the [Proposed] First Amended Class Action Complaint MOTION for Leave to File Plaintiffs' Motion for Leave to File the [Proposed] First Amended Class Action Complaint as to Motion for Leave to Add Plaintiff filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 11/27/2007)
Judge Nancy Gertner : Electronic ORDER entered denying 35 Motion to Stay; granting 49 Motion for Leave to File; Counsel using the Electronic Case Filing System should now file the document for which leave to file has been granted in accordance with the CM/ECF Administrative Procedures. Counsel must include − Leave to file granted on (date of order)− in the caption of the document.; granting 54 Motion to Continue; finding as moot 14 Motion to Dismiss; finding as moot 16 Motion to Transfer Case (Gertner, Nancy) (Entered: 11/29/2007)
56 AMENDED COMPLAINT against Banc of America Investment Services, INC.,, Bank of America,N.A. First Amended Class Action Complaint, filed by Khairi Dwayne Rahman, Timothy Johnson, II, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit A)(Singer, Steven) (Entered: 11/29/2007)
ELECTRONIC NOTICE OF RESCHEDULING:Scheduling Conference RESET TO 1/29/2008 11:00 AM in Courtroom 2 before Judge Nancy Gertner. (Molloy, Maryellen) (Entered: 12/03/2007)
ELECTRONIC NOTICE OF RESCHEDULING:Scheduling Conference reset to 1/30/2008 11:00 AM in Courtroom 2 before Judge Nancy Gertner. (Molloy, Maryellen) (Entered: 12/05/2007)
57 STIPULATION FOR EXTENSION OF TIME TO RESPOND TO AMENDED COMPLAINT by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/13/2007)
58 Defendants' ANSWER to 56 Amended Complaint, by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 12/21/2007)
59 MOTION to Dismiss Count II and Count III or to Sever and Transfer, MOTION to Transfer Case ( Responses due by 1/4/2008) by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 12/21/2007)
60 MEMORANDUM in Support re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case Memorandum in Support of Motion to Dismiss Count II filed by Banc of America Investment Services, INC.,,

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 13 of 21

12/21/2007
12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007 12/21/2007

Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
61 MEMORANDUM in Support re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case Memorandum in Support of Motion to Dismiss Count III or to Sever and Transfer filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
62 DECLARATION re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case Declaration of Thomas Schwarz by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
63 DECLARATION re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case Declaration of Robert Drozynski by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
64 MOTION for Leave to File Excess Pages For Memorandum in Support of Motion to Transfer Case or to Sever and Transfer Claims by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 12/21/2007)
65 MOTION to Transfer Case or to Sever and Transfer Claims by Banc of America Investment Services, INC.,, Bank of America,N.A..(Moran, Michael) (Entered: 12/21/2007)
66 MEMORANDUM in Support re 65 MOTION to Transfer Case or to Sever and Transfer Claims filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
67 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Joseph Carrington by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
68 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Frances Cohen by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3)(Moran, Michael) (Entered: 12/21/2007)
69 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Jeffrey Huvelle by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
70 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Nancy Thigpen by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
71 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Lori McCarthy Lopez by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
72 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Susan Walker by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
73 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims David Ellis by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
74 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Supplemental Declaration of Joseph Carrington by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
75 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Paige Green by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 14 of 21

12/21/2007 12/21/2007 01/04/2008 01/07/2008 01/11/2008
01/23/2008 01/24/2008 01/28/2008 01/29/2008
01/30/2008
02/04/2008 02/08/2008 02/08/2008

76 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Robert Drozynksi by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
77 DECLARATION re 65 MOTION to Transfer Case or to Sever and Transfer Claims Declaration of Jason Westmoreland by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 12/21/2007)
78 Joint MOTION for Leave to File Excess Pages by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown.(Mendoza, Niki) (Entered: 01/04/2008)
Judge Nancy Gertner: Electronic ORDER entered withdrawing 64 Motion for Leave to File Excess Pages; granting 78 Joint Motion for Leave to File Excess Pages (Gaudet, Jennifer) (Entered: 01/07/2008)
79 MEMORANDUM in Opposition re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case, 65 MOTION to Transfer Case or to Sever and Transfer Claims Plaintiffs' Omnibus Opposition to Defendants' Renewed Motions to Dismiss and to Transfer Venue filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 01/11/2008)
80 JOINT STATEMENT re scheduling conference (Joint Case Management Statement). (Moran, Michael) (Entered: 01/23/2008)
81 MOTION for Leave to File Reply Brief by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Defendants' Omnibus Reply Memorandum in Support of Their Motions to Dismiss and to Transfer Case)(Moran, Michael) (Entered: 01/24/2008)
82 Letter/request (non−motion) from Frances S. Cohen re: 1/30/2008 case management conference. (Gaudet, Jennifer) (Gaudet, Jennifer). (Entered: 01/28/2008)
83 Opposition re 81 MOTION for Leave to File Reply Brief Plaintiffs' Opposition to Defendants' Motion for Leave to File Reply Brief, or in the Alternative, Request for Leave to File Sur−Reply filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit Plaintiffs' Sur−Reply to Defendants' Omnibus Reply Memorandum in Support of Their Motions to Dismiss and to Transfer Case)(Mendoza, Niki) (Entered: 01/29/2008)
Electronic Clerk's Notes for proceedings held before Judge Nancy Gertner: Scheduling Conference held on 1/30/2008 and Motion Hearing held on 1/30/2008 re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case filed by Bank of America,N.A., Banc of America Investment Services, INC.,, 65 MOTION to Transfer Case or to Sever and Transfer Claims filed by Bank of America,N.A., Banc of America Investment Services, INC.....Counsel will file an Amended Joint Statement by 2/8/08; All matter taken under advisement. (Court Reporter: O'Hara.)(Attorneys present: Atty Cohen, Williamson, Hovelle, Rodriguez, Singer, Mendoza, Messing) (Levy, Scott) Modified on 1/30/2008 (Molloy, Maryellen). (Entered: 01/30/2008)
84 TRANSCRIPT of Motion Hearing held on January 30, 2008 before Judge Gertner. Court Reporter: Valerie A. O'Hara. The original transcripts are maintained by the Clerk's Office. Copies may be obtained by contacting the court reporter at 617/737−2346 or the Clerk's Office. (Scalfani, Deborah) (Entered: 02/04/2008)
85 JOINT STATEMENT re scheduling conference Amended Joint Case Management Statement and [Proposed] Order. (Singer, Steven) (Entered: 02/08/2008)
86 STIPULATION Joint Stipulation and [Proposed] Protective Order by Timothy Johnson, II, Banc of America Investment Services, INC.,, Bank of America,N.A., Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 02/08/2008)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 15 of 21

02/11/2008 02/11/2008 02/13/2008 02/26/2008
03/05/2008 03/06/2008
03/06/2008 03/06/2008 03/17/2008 04/07/2008 04/07/2008
04/17/2008

Judge Judge Nancy Gertner: ELECTRONIC ENDORSEMENT adopting 85 JOINT STATEMENT re scheduling conference. (Gaudet, Jennifer) (Entered: 02/11/2008)
Judge Judge Nancy Gertner: ELECTRONIC ENDORSEMENT approving 86 Stipulation, filed by Bank of America,N.A., Khairi Dwayne Rahman, Mark Anthony Brown, Coleen Alecia Hinds, Banc of America Investment Services, INC.,, Baron H.C. Finlayson, Timothy Johnson, II, Richard Turnley, III (Gaudet, Jennifer) (Entered: 02/11/2008)
87 Letter/request (non−motion) from Steven B. Singer re: Ms. Cohen's es parte letter. (Gaudet, Jennifer) (Entered: 02/13/2008)
88 MOTION for Leave to File Supplemental Memorandum in Opposition to Defendants' Renewed Motions to Dismiss and to Transfer Venue by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit A: Plaintiffs' Supplemental Memorandum in Opposition to Defendants' Renewed Motions to Dismiss and to Transfer Venue)(Singer, Steven) (Entered: 02/26/2008)
89 Response by Banc of America Investment Services, INC.,, Bank of America,N.A. to Plaintiffs' Supplemental Memorandum in Opposition to Defendants' Renewed Motions to Dismiss and to Transfer Venue. (Moran, Michael) (Entered: 03/05/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 81 Motion for Leave to File Reply Brief by Banc of America Investment Services, INC.,, Bank of America,N.A.; granting 88 Motion for Leave to File Supplemental Memorandum in Opposition to Defendants' Renewed Motions to Dismiss and to Transfer Venue by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown; Counsel using the Electronic Case Filing System should now file the document for which leave to file has been granted in accordance with the CM/ECF Administrative Procedures. Counsel must include − Leave to file granted on (date of order)− in the caption of the document. (Gaudet, Jennifer) (Entered: 03/06/2008)
90 REPLY to Response to 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case, 65 MOTION to Transfer Case or to Sever and Transfer Claims filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 03/06/2008)
91 Supplemental MEMORANDUM in Opposition re 59 MOTION to Dismiss Count II and Count III or to Sever and Transfer MOTION to Transfer Case, 65 MOTION to Transfer Case or to Sever and Transfer Claims filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 03/06/2008)
ELECTRONIC NOTICE of Conference: Status Conference set for 9/23/2008 02:30 PM in Courtroom 2 before Judge Nancy Gertner. (Molloy, Maryellen) (Entered: 03/17/2008)
92 MOTION for Leave to File the [Proposed] Second Amended Class Action Complaint by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown.(Singer, Steven) (Entered: 04/07/2008)
93 MEMORANDUM in Support re 92 MOTION for Leave to File the [Proposed] Second Amended Class Action Complaint filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit 1: [Proposed] Second Amended Complaint, # 2 Exhibit 2: Redline of [Proposed} Second Amended Complaint)(Singer, Steven) (Entered: 04/07/2008)
94 Opposition re 92 MOTION for Leave to File the [Proposed] Second Amended Class Action Complaint filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 04/17/2008)

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05/15/2008 05/21/2008 05/30/2008 05/30/2008 06/02/2008
06/02/2008
06/03/2008 06/04/2008 06/06/2008
06/06/2008 07/18/2008
07/18/2008 07/24/2008 07/24/2008

95 NOTICE by Banc of America Investment Services, INC.,, Bank of America,N.A. re 84 Transcript, Scheduling Conference, Motion Hearing,,,, Defendants' Report Regarding Discovery Progress (Cohen, Frances) (Entered: 05/15/2008)
96 NOTICE of Change of Address or Firm Name by Frances S. Cohen (Cohen, Frances) (Entered: 05/21/2008)
97 MOTION to Amend Case Management Deadlines by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Attachments: # 1 Exhibit A)(Cohen, Frances) (Additional attachment(s) added on 6/16/2008: # 2 Signed Main Document) (Gaudet, Jennifer). (Entered: 05/30/2008)
Set/Reset Scheduling Order Deadlines: Discovery to be completed by 8/3/2009. Motions due by 2/5/2010. See motion 97 for details. (Gaudet, Jennifer) (Entered: 07/01/2008)
98 MOTION for Leave to Appear Pro Hac Vice for admission of Matthew P. Jubenville by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Matthew Jubenville in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 06/02/2008)
E−Mail Notice originally issued on 6/2/08 returned as undeliverable. Name of Addressee: Deval Karina Zaveri. The ECF Help Desk has contacted the law firm on record, who advised that the attorney is no longer employed by that firm. The attorneys email address has been removed from the database to prevent the return of additional undeliverable email notices. (Hassett, Kathy) (Entered: 06/02/2008)
99 RESPONSE to Motion re 97 MOTION to Amend Case Management Deadlines filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit A)(Mendoza, Niki) (Entered: 06/03/2008)
Filing fee/payment: $ 50.00, receipt number BST003930 for 98 MOTION for Leave to Appear Pro Hac Vice for admission of Matthew P. Jubenville (Russo, Patricia) (Entered: 06/04/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 98 Motion for Leave to Appear Pro Hac Vice; Added Matthew P. Jubenville for Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds and Mark Anthony Brown. Attorneys admitted Pro Hac Vice must register for electronic filing. To register go to the Court website at www.mad.uscourts.gov. Select Forms and then scroll down to CM/ECF Forms. (Gaudet, Jennifer) (Entered: 06/06/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 97 Motion to Amend Case Management Deadlines. (Gaudet, Jennifer) (Entered: 06/09/2008)
100 MOTION for Protective Order by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Declaration of Matthew P. Jubenville in Support of Plaintiffs' Motion for Protective Order, # 2 Exs. A−B, # 3 Exs. C−D, # 4 Exs. E−F, # 5 Exs. G−J, # 6 Exs. K−N, # 7 Exs. O−S, # 8 Exs. T−V, # 9 Exs. W−Z)(Jubenville, Matthew) (Entered: 07/18/2008)
101 MOTION to Expedite Plaintiffs' Motion for Protective Order by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown.(Jubenville, Matthew) (Entered: 07/18/2008)
102 Opposition re 101 MOTION to Expedite Plaintiffs' Motion for Protective Order filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 07/24/2008)
103 AFFIDAVIT in Support re 102 Opposition to Motion for Expedited Consideration of Plaintiffs' Motion For Protective Order. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4)(Cohen, Frances) (Entered: 07/24/2008)

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07/28/2008
07/29/2008 07/29/2008 08/01/2008 08/01/2008 08/11/2008
09/17/2008 09/17/2008 09/17/2008 09/17/2008 09/17/2008 09/17/2008
09/18/2008 09/22/2008 09/23/2008

104 MOTION to Amend 56 Amended Complaint, Plaintiffs' Revised Motion for Leave to File the [Revised Proposed] Second Amended Class Action Complaint by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit 1: [Revised Proposed] Second Amended Class Action Complaint, # 2 Exhibit 2: Redline Complaint)(Jubenville, Matthew) (Entered: 07/28/2008)
105 NOTICE of Appearance by Siobhan E. Mee on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Mee, Siobhan) (Entered: 07/29/2008)
106 NOTICE of Appearance by Sarah G. Kim on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Kim, Sarah) (Entered: 07/29/2008)
107 Opposition re 100 MOTION for Protective Order filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 08/01/2008)
108 AFFIDAVIT in Support re 107 Opposition to Motion. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3)(Cohen, Frances) (Entered: 08/01/2008)
109 Opposition re 104 MOTION to Amend 56 Amended Complaint, Plaintiffs' Revised Motion for Leave to File the [Revised Proposed] Second Amended Class Action Complaint MOTION to Amend 56 Amended Complaint, Plaintiffs' Revised Motion for Leave to File the [Revised Proposed] Second Amended Class Action Complaint filed by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 08/11/2008)
110 Sealed Status Conference Statement filed by Plaintiffs. (Attachments: # 1 Index to Exhibits, # 2 Exhibits)(Gaudet, Jennifer) (Entered: 09/17/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 92 Motion for Leave to File Second Amended Class Action Complaint; granting 104 Revised Motion to Amend 56 Amended Complaint. (Gaudet, Jennifer) (Entered: 09/17/2008)
Judge Nancy Gertner: Electronic ORDER entered denying 59 Motion to Dismiss Count II and Count III or to Sever and Transfer. (Gaudet, Jennifer) (Entered: 09/17/2008)
Judge Nancy Gertner: Electronic ORDER entered denying 65 Motion to Transfer Case. (Gaudet, Jennifer) (Entered: 09/17/2008)
111 Judge Nancy Gertner: MEMORANDUM AND ORDER entered re: Motions to Amend, Dismiss and Transfer.(Gaudet, Jennifer) (Entered: 09/17/2008)
112 Second AMENDED COMPLAINT against all defendants Second Amended Class Action Complaint, filed by Rahmel Hobbs, Terry M. Gravely, Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibits A−F)(Singer, Steven) (Entered: 09/17/2008)
113 NOTICE of Appearance by Jennifer L. Holden on behalf of Banc of America Investment Services, INC.,, Bank of America,N.A. (Holden, Jennifer) (Entered: 09/18/2008)
114 JOINT STATEMENT of counsel Joint Proposed Agenda for Status Conference. (Mendoza, Niki) (Entered: 09/22/2008)
Electronic Clerk's Notes for proceedings held before Judge Nancy Gertner: Motion Hearing held on 9/23/2008 re 100 MOTION for Protective Order filed by Baron H.C. Finlayson, Timothy Johnson, II, Khairi Dwayne Rahman, Mark Anthony Brown, Coleen Alecia Hinds, Richard Turnley, III, 101 MOTION to Expedite Plaintiffs' Motion for Protective Order filed by Baron H.C. Finlayson, Timothy Johnson, II, Khairi Dwayne Rahman, Mark Anthony Brown, Coleen Alecia Hinds, Richard Turnley, III. Counsel shall submit a new proposed discovery schedule on for before 10/3/08, court take Mtn for Protective Order under advisment, court adjourned. (Court Reporter: O'Hara.)(Attorneys present: Atty Mendoza, Robinson, Messing, Cohen &Huvelle) (Molloy, Maryellen) (Entered: 09/25/2008)

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 18 of 21

09/25/2008 09/30/2008
10/01/2008 10/01/2008 10/02/2008
10/16/2008 10/16/2008 10/24/2008 10/27/2008 11/06/2008 11/17/2008 11/17/2008 11/18/2008 11/18/2008 12/08/2008 12/09/2008

115 JOINT STATEMENT of counsel Joint Proposed Case Management Schedule. (Holden, Jennifer) (Entered: 09/25/2008)
116 MOTION for Leave to Appear Pro Hac Vice for admission of Major Khan by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Affidavit Affidavit of Major Khan in Support of Motion to Admit Pro Hac Vice)(Messing, Ellen) (Entered: 09/30/2008)
117 Defendants' ANSWER to 112 Amended Complaint, by Banc of America Investment Services, INC.,, Bank of America,N.A..(Kim, Sarah) (Entered: 10/01/2008)
Filing fee/payment: $ 50.00, receipt number BST006212 for 116 MOTION for Leave to Appear Pro Hac Vice for admission of Major Khan (Russo, Patricia) (Entered: 10/01/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 116 Motion for Leave to Appear Pro Hac Vice; Added Major Khan for Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds and Mark Anthony Brown. Attorneys admitted Pro Hac Vice must register for electronic filing. To register go to the Court website at www.mad.uscourts.gov. Select Forms and then scroll down to CM/ECF Forms. (Gaudet, Jennifer) (Entered: 10/02/2008)
118 Sealed Motion to Compel Production of Certain Nationwide Data filed by plaintiffs. (Gaudet, Jennifer) (Entered: 10/17/2008)
119 Sealed Declaration of Niki L. Mendoza in Support of Plaintiffs' Motion 118 to Compel Production of Certain Nationwide Data. (Exhibits 1−31 attached, too large to scan) (Gaudet, Jennifer) (Entered: 10/17/2008)
120 Assented to MOTION for Extension of Time to 11/10/08 to Oppose Plaintiffs Motion to Compel Certain Nationwide Data by Banc of America Investment Services, INC.,, Bank of America,N.A..(Kim, Sarah) Modified on 10/27/2008 (Gaudet, Jennifer). (Entered: 10/24/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 120 ASSENTED TO Motion for Extension of Time to File Response/Reply. Responses due by 11/10/2008. (Gaudet, Jennifer) (Entered: 10/27/2008)
121 Assented to MOTION for Extension of Time to 12/1/2008 to file their opposition to plaintiffs' motion to compel certain nationwide data by Banc of America Investment Services, INC.,, Bank of America,N.A..(Kim, Sarah) Modified on 11/6/2008 (Gaudet, Jennifer). (Entered: 11/06/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 121 Motion for Extension of Time to File Response/Reply to plaintiffs' motion to compel certain nationwide data. Responses due by 12/1/2008 (Gaudet, Jennifer) (Entered: 11/17/2008)
122 Assented to MOTION to Continue Deadline to Serve Responses to Interrogatories and to Oppose Motion to Compel by Banc of America Investment Services, INC.,, Bank of America,N.A..(Kim, Sarah) (Entered: 11/17/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 122 Assented to Motion to Continue Deadline to Serve Responses to Interrogatories and to Oppose Motion to Compel by Banc of America Investment Services, INC.,, Bank of America,N.A. (Gaudet, Jennifer) (Entered: 11/18/2008)
Judge Nancy Gertner: ELECTRONIC ENDORSEMENT approving 115 Joint Proposed Case Management Schedule. (Gaudet, Jennifer) (Entered: 11/18/2008)
123 Judge Nancy Gertner: MEMORANDUM &ORDER entered granting in part and denying in part 100 Motion for Protective Order. (Gaudet, Jennifer) (Entered: 12/08/2008)
Judge Nancy Gertner: Electronic ORDER entered finding as moot 101 Motion to Expedite Plaintiffs' Motion for Protective Order by Timothy Johnson, II, Khairi

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12/22/2008 12/24/2008 01/08/2009 01/13/2009 01/14/2009 01/14/2009 02/17/2009 02/19/2009 04/23/2009 06/16/2009 06/30/2009 07/02/2009
07/02/2009
07/02/2009

Dwayne Rahman, Richard Turnley, III, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Gaudet, Jennifer) (Entered: 12/09/2008)
124 MOTION to Withdraw as Attorney Eric Holder by Banc of America Investment Services, INC.,, Bank of America,N.A..(Kim, Sarah) (Entered: 12/22/2008)
Judge Nancy Gertner: Electronic ORDER entered granting 124 Motion to Withdraw as Attorney. (Gaudet, Jennifer) (Entered: 12/24/2008)
125 STIPULATION re 115 Joint statement of counsel by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Cohen, Frances) (Entered: 01/08/2009)
Judge Nancy Gertner: Electronic ORDER granting 125 Joint Stipulation to Suspend Discovery and Stay Deadlines. (Gaudet, Jennifer) (Entered: 01/13/2009)
126 Judge Nancy Gertner: ORDER of Administrative Stay/Closing entered. (Gaudet, Jennifer) (Entered: 01/14/2009)
Civil Case Terminated. (Gaudet, Jennifer) (Entered: 01/14/2009)
127 STIPULATION to Continue Administrative Stay/Closing by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 02/17/2009)
128 Judge Nancy Gertner: ORDER entered re 127 Stipulation to Continue Administrative Stay/Closing.(Gaudet, Jennifer) (Entered: 02/20/2009)
129 STIPULATION and [Proposed] Order to Continue Administrative Stay/Closing by Banc of America Investment Services, INC.,, Bank of America,N.A.. (Moran, Michael) (Entered: 04/23/2009)
130 STATUS REPORT Joint Status Report by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 06/16/2009)
Remark: Parties agree to extend the time for filing settlement approval documents from 6/30/09 to 7/2/09. (Molloy, Maryellen) (Entered: 06/30/2009)
131 Joint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval Process by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit 1: [Proposed} Order Preliminarily Approving Settlement, # 2 Exhibit 2: Settlement Agreement, # 3 Exhibits A−C to Settlement Agreement, # 4 Exhibits D−E to Settlement Agreement)(Singer, Steven) (Entered: 07/02/2009)
132 MEMORANDUM in Support re 131 Joint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval Process filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Singer, Steven) (Entered: 07/02/2009)
133 AFFIDAVIT of Steven B. Singer in Support re 131 Joint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of

Case: 1:07-cv-10949 As of: 07/02/2010 04:54 PM EDT 20 of 21

07/13/2009 07/15/2009
07/15/2009 07/15/2009 08/17/2009 08/17/2009 08/17/2009 10/09/2009 10/09/2009

Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval Process filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Exhibit 1: Bernstein Litowitz Firm Resume)(Singer, Steven) (Entered: 07/02/2009)
ELECTRONIC NOTICE of Hearing on Motion: Motion Hearing on [#131] set for 7/15/2009 10:00 AM in Courtroom 2 before Judge Nancy Gertner. (Molloy, Maryellen) (Entered: 07/13/2009)
Electronic Clerk's Notes for proceedings held before Judge Nancy Gertner: Motion Hearing held on 7/15/2009 re 131 Joint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval ProcessJoint MOTION for Settlement for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval Process filed by Baron H.C. Finlayson, Timothy Johnson, II, Rahmel Hobbs, Khairi Dwayne Rahman, Mark Anthony Brown, Coleen Alecia Hinds, Richard Turnley, III, Terry M. Gravely.... Final Settlement Hearing re: final approval of class settlement set for 11/18/2009 02:30 PM in Courtroom 2 before Judge Nancy Gertner. (Court Reporter: O'Hara.)(Attorneys present: Atty Cohen, Kim, Singer, Rodriguez, Huvelle by phone) (Molloy, Maryellen) (Entered: 07/15/2009)
Judge Nancy Gertner: Electronic ORDER entered granting 131 Joint Motion for (1) Preliminary Approval of Class Action Settlement, (2) Certification of Settlement Class, (3) Approval of Notice of Settlement, and (4) Approval of a Schedule for the Final Settlement Approval Process. "Allowed as stated in open court on 7/15/2009." (Gaudet, Jennifer) (Entered: 07/15/2009)
134 Judge Nancy Gertner: ORDER Preliminarily Approving Settlement entered. ( Settlement Conference set for 11/18/2009 02:30 PM in Courtroom 2 before Judge Nancy Gertner.)(Gaudet, Jennifer) (Entered: 07/15/2009)
136 Transcript of Motion Hearing held on July 15, 2009, before Judge Gertner. Court Reporter: Valerie A. O'Hara at 617/737−2346. The Transcript may be purchased through the Court Reporter, viewed at the public terminal, or viewed through PACER after it is released. Redaction Request due 9/4/2009. Redacted Transcript Deadline set for 9/14/2009. Release of Transcript Restriction set for 11/12/2009. (Scalfani, Deborah) (Scalfani, Deborah). (Entered: 08/17/2009)
137 NOTICE is hereby given that an official transcript of a proceeding has been filed by the court reporter in the above−captioned matter. Counsel are referred to the Court's Transcript Redaction Policy, a copy of which is attached to this entry.. (Scalfani, Deborah) (Entered: 08/17/2009)
138 NOTICE is hereby given that an official transcript of a proceeding has been filed by the court reporter in the above−captioned matter. Counsel are referred to the Court's Transcript Redaction Policy, a copy of which is attached to this entry.. (Scalfani, Deborah) (Entered: 08/17/2009)
139 Joint MOTION for Settlement by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Plaintiffs' Memorandum of Law In Support of Motion for Final Approval of Settlement)(Singer, Steven) (Entered: 10/09/2009)
140 MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application by Timothy

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10/09/2009
10/09/2009 10/09/2009 11/12/2009
11/18/2009 11/18/2009 11/18/2009 11/18/2009 11/18/2009

Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Plaintiffs' Memorandum of Law in Support of Motion for Attorneys' Fees and Expenses)(Singer, Steven) (Entered: 10/09/2009)
141 AFFIDAVIT of Steven B. Singer in Support re 139 Joint MOTION for Settlement, 140 MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Ex. A: Declaration of Jonathan Paul, # 2 Ex. B: Notice of Class Action Settlement, # 3 Ex. C: Bernstein Litowitz firm resume, # 4 Ex. D: Bernstein Litowitz Time Report Summary, # 5 Ex. E: Bernstein Litowitz Expense Summary)(Singer, Steven) (Entered: 10/09/2009)
142 MEMORANDUM in Support re 140 MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Gaudet, Jennifer) (Entered: 10/13/2009)
143 MEMORANDUM in Support re 139 Joint MOTION for Settlement filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Gaudet, Jennifer) (Entered: 10/13/2009)
144 REPLY to Response to 139 Joint MOTION for Settlement, 140 MOTION for Attorney Fees and Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application MOTION for Attorney Fees Plaintiffs' Motion for: (i) Approval of Fee and Expense Application; and (ii) Approval of Service Award Application [And Notice of Non−Opposition] filed by Timothy Johnson, II, Khairi Dwayne Rahman, Richard Turnley, III, Rahmel Hobbs, Terry M. Gravely, Baron H.C. Finlayson, Coleen Alecia Hinds, Mark Anthony Brown. (Attachments: # 1 Ex. 1: [Proposed] Final Judgment and Order of Dismissal, # 2 Ex. 2: [Proposed] Order Approving Plan of Allocation and Service Awards, # 3 Ex. 3: [Proposed] Order Awarding Attorneys' Fees and Reimbursement of Expenses)(Singer, Steven) Modified on 11/17/2009 (Gaudet, Jennifer). (Entered: 11/12/2009)
Electronic Clerk's Notes for proceedings held before Judge Nancy Gertner: Settlement Conference held on 11/18/2009; Exhibits A &B admitted, letters from class participants;granting 139 Motion for Settlement; granting 140 Motion for Attorney Fees; granting 144 Motion for Attorney Fees; Proposed orders endorsed in open court. (Court Reporter: O'Hara.)(Attorneys present: Singer for the pltfs, Frances Cohen and Sarah Kim for the deft.) (Gaudet, Jennifer) (Entered: 11/19/2009)
145 Exhibit List (settlement conference). (Gaudet, Jennifer) (Entered: 11/19/2009)
146 Judge Nancy Gertner: ORDER Awarding Attorneys' Fees and Reimbursement of Expenses entered. (Gaudet, Jennifer) (Entered: 11/19/2009)
147 Judge Nancy Gertner: ORDER Approving Plan of Allocation and Service Awards entered. (Gaudet, Jennifer) (Entered: 11/19/2009)
148 Judge Nancy Gertner: Final Judgment and Order of Dismissal entered. (Gaudet, Jennifer) (Entered: 11/19/2009)