<PAGE>

                                                                  Exhibit 10.1

                  STIPULATION OF SETTLEMENT OF CLASS ACTIONS
                  ------------------------------------------

         This Stipulation of Settlement (the "Stipulation"), dated as of
December 11, 2006, is made and entered into by and among the following
parties: (i) Lead Plaintiffs (as defined below), on behalf of themselves and
each of the Class Members (as defined below), by and through their counsel of
record in the Class Actions; and (ii) the Defendants (as defined below), by
and through their counsel of record in the Class Actions (collectively, the
"Settling Parties"). The Stipulation is intended by the Settling Parties to
fully, finally, and forever resolve, discharge, and settle the Released
Plaintiffs' Claims and Released Defendants' Claims (as defined below), upon
and subject to the terms and conditions hereof.

I.       THE CLASS ACTIONS
         -----------------

         1. Between January and March 2004, several putative class action
complaints were filed against Edward D. Jones & Co., L.P. and various other
related defendants. The Courts and the settling parties consolidated the nine
class actions as follows: Spahn v. Edward D. Jones & Co., et al.,(1) Civ. No.
4:04CV00086, United States District Court, Missouri District Court ("Federal
Class Action"); Enriquez v. Edward D. Jones & Co., et al., Civ. No. 042-00126
Cir. Ct., St. Louis, Missouri (the "Enriquez" action)(2) and Bressler v.
Edward D. Jones & Co., et al., Civ. No. BC309500, Superior Court of California
(the "Bressler" action), and Potter v. Edward D. Jones & Co., Case No.
BC310059 (the "Potter" action) (the Enriquez, Bressler and Potter actions are
collectively referred to as the "State Class Actions"). In sum, the class
actions principally alleged, among other things, that the defendants
improperly received revenue sharing

<FN>
--------------------
(1) As set forth more fully in Section II.B.1, the Spahn case consist of six
consolidated class actions.

(2) The Enriquez Action has been removed to the United States District Court
for the Eastern District of Missouri, Civ. No. 4:06CV547 HEA.

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payments from certain mutual fund companies in exchange for being designated
as "preferred," and that they failed to disclose the existence of such
payments.

         2. By order dated June 14, 2004, the Honorable Henry E. Autrey
appointed Milberg Weiss LLP, Weiss & Yourman (now Weiss & Lurie), and Stull,
Stull & Brody as Plaintiffs' Co-Lead Counsel for the Federal Class Action. By
an order dated May 5, 2004, the Honorable Michael P. David appointed Hulett
Harper Stewart LLP, Stanley, Mandel & Iola, L.L.P., Blitz Bardgett & Deutsch
LC, and Goodin MacBride Squeri Ritchie & Day LLP as Plaintiffs' Co-Lead
Counsel of the Enriquez Action. Collectively, the Plaintiffs' Co-Lead Counsel
in both the Spahn and Enriquez Actions shall be known as Plaintiffs' Lead
Counsel.

II.      PRETRIAL PROCEEDINGS, INVESTIGATION, AND DISCOVERY
         --------------------------------------------------

         A. DISCOVERY, INVESTIGATION AND RESEARCH CONDUCTED BY LEAD PLAINTIFFS
            AND THEIR COUNSEL

         The Federal and State Class Actions involve a common body of
underlying facts and seek to recover related damages. Plaintiffs Lead Counsel
have participated together in conducting pre-trial discovery, developing
litigation strategies, and drafting mediation and settlement proposals.
Plaintiffs' Lead Counsel have conducted extensive discovery and investigation
during the prosecution of the Federal and State Class Actions. This discovery
and investigation has included, among other things, (i) inspecting more than
1,600,000 pages of documents produced by Defendants in response to requests
served by Plaintiffs' Lead Counsel; (ii) inspecting documents produced by
third-parties in response to subpoenas served by Plaintiffs' Lead Counsel;
(iii) propounding and responding to numerous written discovery requests,
including interrogatories and requests for admissions; (iv) drafting or
responding to numerous discovery motions brought by both parties; (v)
retaining of consultants; (vi) reviewing Edward Jones' public filings, annual
reports, and other public statements; and (vii) conducting extensive

                                      2

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<PAGE>

research, briefing and argument of the applicable law with respect to the
claims asserted in the Class Actions and the potential defenses thereto.

         B. PRE-TRIAL PROCEEDINGS

         Throughout the Class Actions, the Settling Parties had numerous,
significant disputes that they presented to the respective Courts by motions.
The following briefly summarizes the procedural history of the State and
Federal Class Actions:

                           1. THE FEDERAL CLASS ACTIONS
                              -------------------------

         On January 23, 2004, and thereafter, the following six actions,
brought on behalf of a class of persons who, between January 25, 1999, and
January 9, 2004, purchased or otherwise acquired shares, units or other like
interests in the mutual fund families Lord Abbett & Co., American Funds,
Federated Investors Inc., Goldman Sachs Group Inc., Hartford Mutual Funds
Inc., Putnam Investments and Van Kampen Investments through Edward Jones
acting as broker, were either filed in, or transferred to the United States
District Court for the Eastern District of Missouri, Eastern Division:

         Spahn IRA v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV86 HEA

         Howard v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV118 CAS

         Pasik v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV255 DJS

         Gerding v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV282 DJS

         Gadway v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV467 HEA

         Corbi v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV466 HEA

         By court orders entered on April 6, 2004, and May 3, 2004, these six
actions were consolidated for all purposes into one case captioned, Spahn IRA
v. Edward D. Jones & Co., L.P., et al., Case No. 4:04CV86 HEA (the "Federal
Action"), by and in the court of Judge Henry


                                      3

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E. Autrey of the United States District Court for the Eastern District of
Missouri, Eastern Division.

         On June 14, 2004, the Federal Court entered an order appointing Jim
D. Boswell and Thomas J. Auer as Co-Lead Plaintiffs ("Federal Class
Plaintiffs") and the law firms of Milberg Weiss LLP, Stull, Stull & Brody, and
Weiss & Yourman (now Weiss & Lurie), as Co-Lead Counsel ("Federal Class
Plaintiffs' Counsel").

         On August 23, 2004, the Federal Class Plaintiffs filed a Consolidated
Amended Complaint for violations of federal securities laws (the "Federal
Complaint").

         The Defendants named in the Federal Action are Edward D. Jones & Co.,
L.P., Jones Financial Companies, L.L.L.P., EDJ Holding Company, Inc., John W.
Bachmann, Douglas E. Hill, Michael R. Holmes, Richie L. Malone, Steven Novik,
Darryl L. Pope, and Robert Virgil, Jr.

         The Federal Complaint alleges violations of Section 12(a)(2) of the
Securities Act of 1933 (the "Securities Act"), Section 10b of the Securities
Exchange Act of 1934, Sections 15 of the Securities Act, Section 20(a) of the
Securities Exchange Act of 1934 ("the Exchange Act"), Section 10(b) of the
Exchange Act and Rules 10b-10, 10b-5(a), (b) and (c) promulgated pursuant to
the Exchange Act by the SEC (the "Federal Class Claims").

         On October 27, 2004, the Federal Court granted in part and denied in
part the Co-Lead Plaintiff Auer's Motion to partially lift the automatic stay
of discovery imposed under the Private Securities Litigation Reform Act
("PSLRA") and ordered Edward Jones to produce to Federal Class Plaintiffs all
documents that Edward Jones had previously produced in the Enriquez Action.
Subsequently, Edward Jones produced additional documents to Plaintiffs in both
the Federal and Enriquez Actions.

                                      4

<PAGE>
<PAGE>

         On November 24, 2004, Defendants in the Federal Action filed motions
to dismiss all claims asserted against them therein. The Federal Class
Plaintiffs filed their oppositions to all dismissal motions on February 2,
2005, and Defendants filed their replies on May 10, 2005.

         On July 21, 2005, the Federal Court entered an order giving the
Federal Class Plaintiffs until October 1, 2005, to review all documents
produced by Defendants and until October 15, 2005, to file an amended
pleading. By court order, the deadline for Federal Class Plaintiffs to file an
amended pleading was extended, and the Second Amended Complaint had not been
filed at the time the settlement was reached.

                           2. THE STATE CLASS ACTIONS
                              -----------------------

                              a. ENRIQUEZ V. EDWARD D. JONES & CO.

         On January 16, 2004, Plaintiff Rachel Enriquez filed an action in the
Circuit Court of St. Louis City in the State of Missouri on behalf of herself
and a class consisting of all current and former customers of Edward Jones who
maintained an account at Edward Jones that held shares of any mutual fund
offered by any of Edward Jones' "preferred" mutual fund families: Enriquez v.
Edward D. Jones & Co., L.P., Cause No. 4:06-CV-547 HEA.

         The Enriquez complaint generally alleged that Edward Jones breached
its fiduciary duties and was unjustly enriched as a result of receiving and
retaining undisclosed payments from the "preferred" mutual fund families in
exchange for holding its clients' investments in the mutual funds offered by
those fund families. The complaint named as defendants Edward Jones & Co.,
L.P., The Jones Financial Companies, L.L.L.P. and EDJ Holding Company, Inc.

         Edward Jones removed the Enriquez Action to the United States
District Court for the Eastern District of Missouri. On April 30, 2004, after
briefing and argument, Judge Henry E. Autrey remanded the Enriquez case back
to the St. Louis Circuit Court.

                                      5

<PAGE>
<PAGE>

         Thereafter, Plaintiffs' Co-Lead Counsel in the Enriquez case served
written discovery on Edward Jones, as well as on the "preferred" mutual fund
families. Edward Jones filed motions to stay the Enriquez Action in both the
Circuit Court and the Federal District Court. These motions were denied.
Additionally, Plaintiff filed motions to compel discovery which were granted
in part and denied in part. In the end, Edward Jones produced in excess of 1.6
million pages of corporate records related to its mutual fund practices.

         As part of the discovery process, Edward Jones and Enriquez Co-Lead
Plaintiffs' Counsel entered into a Stipulation and Order of the Production of
and Exchange of Confidential Information to govern the exchange of documents
and to ensure that Edward Jones' confidential and proprietary information was
protected from unauthorized disclosure.

         On July 16, 2004, Edward Jones filed a motion to dismiss on several
grounds. On January 6, 2005, after extensive briefing and argument, Judge
Michael P. David denied Edward Jones' motion in its entirety, except for
dismissing a nominal defendant, the Jones Financial Companies, L.L.L.P.

         Edward Jones also filed a writ petition seeking to overturn Judge
David's Order denying its motion to dismiss. On April 17, 2005, after
extensive briefing, the Missouri Court of Appeals denied the writ. Shortly
thereafter, Edward Jones sought a writ from the Missouri Supreme Court. That
writ was also denied.

         On July 1, 2005, Edward Jones filed another motion in the federal
court to stay discovery and the class certification hearing in the Enriquez
Action. After briefing and argument, the Honorable Henry E. Autrey stayed
discovery, but declined to stay the class certification hearing.

         In November 2004, Plaintiffs' Co-Lead Counsel in the Enriquez Action
filed a motion for class certification. Although several hearings were
scheduled, the Court did not rule on

                                      6

<PAGE>
<PAGE>

Plaintiff's motion before this settlement was entered. As described in more
detail herein, the parties have stipulated to the court certifying a
settlement class as defined herein.

         In March 2006, Edward Jones removed the Enriquez Action to the United
States District Court for the Eastern District of Missouri, Civ. No. 4:06CV547
HEA. Plaintiff Enriquez filed a Motion to Remand which has been fully briefed
by the parties and is currently pending before the Court. As part of this
Settlement Stipulation, Edward Jones has consented to the remand of the
Enriquez Action for proceedings consistent with this Settlement Stipulation.

                              b. BRESSLER V. EDWARD D. JONES & CO.

         On January 26, 2004, Plaintiff Todd Bressler filed an action in the
Superior Court for Los Angeles, California on behalf of himself, the public,
and a class consisting of all current and former clients of Edward Jones who
held shares of Edward Jones' "preferred" mutual fund families (the "Bressler"
action). In his complaint, Bressler alleged violations of Section 17200 of the
California Business & Professional Code (on behalf of the public) and common
law breach of fiduciary duty on behalf of the class in connection with Edward
Jones' revenue sharing practices. The complaint named Edward D. Jones & Co. as
the sole defendant.

         On February 3, 2004, William Potter filed a virtually identical case,
Potter v. Edward D. Jones & Co., Case No. BC310059 (the "Potter" case). The
Potter case also proposed a putative class substantially similar to the one in
the Bressler case.

         On February 16, 2004, Bressler served his first set of requests for
inspection of documents. Edward Jones responded to Bressler's earlier request
for the inspection of documents on June 14, 2004.

         On February 24, 2004, Edward Jones removed the Bressler suit to the
United States District Court, Central District of California. On May 11, 2004,
after briefing and argument,

                                      7

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<PAGE>

Judge Florence-Marie Cooper remanded the Bressler case back to the Los Angeles
Superior Court.

         On September 1, 2004, Judge Anthony Mohr entered an order
consolidating the Bressler case with Potter case. The consolidated suit was
captioned "In re Edward Jones Holders Litigation." A consolidated amended
complaint was filed on September 15, 2004. In the consolidated amended
complaint, the Bressler and Potter Plaintiffs once again alleged violations of
Section 17200 of California's Business and Professional Code, common law
breach of fiduciary duty, and unjust enrichment arising from Edward Jones'
revenue sharing practices. The consolidated complaint was brought on behalf of
all current and former Edward Jones customers who held shares of Edward Jones'
preferred mutual fund families.

         On October 18, 2004, Edward Jones filed a demurrer seeking the
dismissal of the consolidated amended complaint, as well as an alternative
motion to strike certain claims, allegations, and prayers from the complaint.
On November 18, 2004, the Bressler and Potter Plaintiffs moved to compel the
production of documents pursuant to the Bressler Plaintiffs' February 16, 2004
request. While the parties submitted briefs regarding these motions, due to
intervening events, including settlement talks between the parties, and the
amendment of California's Unfair Competition Law through Proposition 64 (and
subsequent review by the California appellate Courts), the court deferred
consideration of these motions.

         In March 2006, Edward Jones removed the consolidated Bressler/Potter
Action to the United States District Court for the Central District of
California, Western Division. The consolidated case is now known as In re
Edward Jones Holder Litigation, Civ. No. CV06-1974 FMC. Plaintiffs filed a
Motion to Remand which was fully briefed by the parties. On or about September
25, 2006, the Honorable Florence-Marie Cooper of the United States District
Court

                                      8

<PAGE>
<PAGE>

for the Central District of California, Western Division denied Plaintiffs'
Motion to Remand and dismissed the action in its entirety based on SLUSA
preemption pursuant to the United States Supreme Court's decision in Merrill
Lynch, Pierce, Fenner & Smith, Inc. v. Dabit, 126 S. Ct. 1503 (2006), which
held that SLUSA preempts (or precludes) certain state law claims brought on
behalf of holders of securities. On October 18, 2006, the Bressler Plaintiffs
timely filed a Notice of Appeal with the United States Court of Appeals for
the Ninth Circuit.

         C. SETTLEMENT NEGOTIATIONS AND MEDIATION

         Between January 2005 and July 2005, the Parties to the Federal and
State Class Actions, through their respective counsel, participated in
multiple in-person discussions in an effort to settle the Class Actions.
During the mediation sessions, the parties discussed, among other things, the
parties' respective claims and defenses, damages analyses, legal analyses, the
discovery and motions completed or expected in the Class Actions, the evidence
expected to be offered by the parties at trial, and other important factual
and legal issues and matters relating to the merits of the Class Actions.
Arising from these negotiations, the parties agreed to a formal mediation that
included the exchange of mediation statements and evidence.

         The mediation sessions were conducted before Michael Geigerman of
United States Arbitration and Mediation in St. Louis on October 27 and 28,
2005, and on December 20 and 21, 2005. After many offers and counter-offers,
the parties entered into a Memorandum of Understanding, which outlined the
terms of a settlement in principle. Subsequent to the mediations, the parties
continued to discuss the terms of a settlement from January 2006 through
August 2006. Based upon these additional negotiations and subsequent meetings
in New York City on August 14, 15, and 16, 2006, the parties agreed on August
29, 2006, to a binding settlement agreement (the "August 29, 2006 Agreement").
Since the meetings in New York, the

                                      9

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<PAGE>

parties have continued to negotiate the terms of this Stipulation and related
documents to be submitted in connection with a motion for preliminary approval
of the settlement. To that end, the parties met in St. Louis on September 19,
2006, and again on November 15, 28 and 29, 2006, to continue these
discussions. This Settlement Stipulation and accompanying Plan of Allocation
reflect the parties' additional agreements resulting from the foregoing
negotiations and are designed to enable the parties to implement and
effectuate the settlement set forth in the August 29, 2006 Agreement.

III.     CLAIMS OF LEAD PLAINTIFFS AND BENEFITS OF SETTLEMENT
         ----------------------------------------------------

         Plaintiffs' Lead Counsel believes that the claims asserted in the
Class Actions have merit and that the evidence developed to date in the Class
Actions support the claims asserted. Plaintiffs assert, and believe they would
present supporting evidence at trial, that Defendants breached fiduciary
duties to the Purchaser Settlement Class and the Holder Settlement Class and
issued materially false and misleading statements and omissions of material
information and that as a result of these alleged breaches and misstatements,
the Class Members were injured.

         Plaintiffs' Lead Counsel recognize and acknowledge the expense and
length of continued proceedings necessary to prosecute the Class Actions
through trial and through appeals. Plaintiffs' Lead Counsel also have taken
into account the uncertain outcome and the risk of any litigation, especially
in complex actions such as the Class Actions and the difficulties and delays
inherent in such litigation. Plaintiffs' Lead Counsel also are mindful of the
inherent difficulties of proof under, and possible defenses to, the violations
asserted in the Class Actions, including the defenses asserted by Defendants.

         In light of the foregoing, Plaintiffs' Lead Counsel agree and believe
that the settlement set forth in this Stipulation confers substantial benefits
upon the Class Members. Plaintiffs' Lead

                                      10

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<PAGE>

Counsel, based on their evaluation, have collectively determined that the
settlement set forth in the Stipulation is fair, adequate and reasonable to
and in the best interests of the Class Members.

IV.      DEFENDANTS' STATEMENT AND DENIALS OF WRONGDOING AND LIABILITY
         -------------------------------------------------------------

         Defendants have denied and continue to deny each and all of the
claims and contentions alleged by Plaintiffs' Lead Counsel in the Federal
Class Actions and State Class Actions. Defendants also have denied and
continue to deny, among other things, the allegations that any Class Member
has been injured or that they breached any duty to the Purchaser Settlement
Class or the Holder Settlement Class or made material misrepresentations,
material omissions, or that Plaintiffs or any Class Members were harmed by the
conduct alleged in the Federal and State Class Actions.

         Nonetheless, Defendants have concluded that further conduct of the
Class Actions would be protracted and expensive, and that it is desirable that
the Class Actions be fully and finally settled in the manner and upon the
terms and conditions set forth in this Stipulation: 1) to limit further
expense, inconvenience and distraction; 2) to dispose of the burden of
protracted litigation; and 3) to permit the operation of Edward Jones'
business without further distraction and diversion of the Edward Jones'
executive personnel with respect to the matters at issue in the Class Actions.
Defendants also have taken into account the uncertainty and risks inherent in
any litigation, especially in complex cases like these Class Actions.

         Defendants have, therefore, determined that it is desirable and
beneficial to them that the Class Actions be settled in the manner and upon
the terms and conditions set forth in this Stipulation. Defendants enter into
this Stipulation without in any way acknowledging any fault, liability, or
wrongdoing of any kind. Neither this Settlement Stipulation, nor any of its
terms or provisions, nor any of the negotiations or proceedings connected with
it, shall be construed as an

                                      11

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<PAGE>

admission or concession by any of the Defendants of the merit or truth of any
of the allegations or wrongdoing of any kind on the part of any of the
Defendants.

V.       TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT
         ------------------------------------------------

         NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Lead
Plaintiffs (for themselves and the Class Members), by and through Plaintiffs'
Lead Counsel and Defendants, by and through their counsel of record, that,
subject to the approval of the United States District Court for the Eastern
District of Missouri, and the Circuit Court for the City of St. Louis,
Missouri, the Federal and State Class Actions and the Released Plaintiffs'
Claims and Released Defendants' Claims shall be finally and fully compromised,
settled and released, and the Federal and State Class Actions shall be
dismissed with prejudice, upon and subject to the terms and conditions of the
Stipulation, as follows:

         A. DEFINITIONS

         As used in this Stipulation, the following terms have the meanings
specified below:

         1. The "Enriquez Action" means the matter entitled Rachel Enriquez v.
Edward D. Jones & Co., Civ. No. 4:06CV547 HEA, pending in the United States
District Court for the Eastern District of Missouri.

         2. The "Spahn Action" means the consolidated actions captioned Spahn
IRA v. Edward D. Jones & Co., Civ. No. 4:04CV00086 HEA, pending in the United
States District Court for the Eastern District of Missouri.

         3. The "Bressler Action" means the matter entitled In re Edward Jones
Holder Litigation, Court of Appeals Docket No. 06-56485, pending in the United
States Court of Appeals for the Ninth Circuit.

         4. "Authorized Customer" means any Class Member who has not opted out
and whose claim for recovery is allowed pursuant to the terms of this
Stipulation.

                                      12

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         5. "Authorized Current Customer" means any Class Member who has not
opted out, remains a customer of Edward Jones as of August 27, 2006, and whose
claim for recovery is allowed pursuant to the terms of this Settlement
Stipulation.

         6. "Authorized Former Customer" means any Class Member who has not
opted out, is no longer a customer of Edward Jones as of August 27, 2006 and
whose claim for recovery is allowed pursuant to the terms of this Settlement
Stipulation.

         7. "Class Actions" means the Enriquez, Spahn and Bressler actions.

         8. "Class Member" means a member of either the Purchaser Settlement
Class or the Holder Settlement Class.

         9. "Class Period" means the period from January 1, 1999, to December
31, 2004, inclusive.

         10. "Court" means the United States District Court for the Eastern
District of Missouri.

         11. "Current Customer Class Member" means any Class Member who
remains a customer of Edward Jones as of August 27, 2006.

         12. "Defendants" means Edward D. Jones & Co. L.P., The Jones
Financial Companies L.L.L.P., EDJ Holding Company, Inc., John W. Bachmann,
Douglas E. Hill, Michael R. Holmes, Richie L. Malone, Steven Novik, Darryl L.
Pope, and Robert Virgil, Jr.

         13. "Defendants' Released Persons" means each and all of the
Defendants and their respective past or present directors, officers,
employees, attorneys, general partners, limited partners, subordinated
partners, subordinated limited partners, principals, affiliates, agents,
attorneys, shareholders, personal or legal representatives, predecessors,
successors, parents,

                                      13

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<PAGE>

subsidiaries, divisions, joint ventures, assigns or any entity in which any
Defendant has a controlling interest.

         14. "Edward Jones" means Edward D. Jones & Co. L.P.

         15. "Effective Date" means the first date by which all of the events
and conditions specified in Section V.J.1. of this Stipulation have been met
and have occurred.

         16. "Escrow Agent" means The Northern Trust Company.

         17. "Final" means: (a) the date of final affirmance on an appeal from
both the Judgment and the State Court Judgment (as defined in this
subsection), the expiration of the time for a petition for a writ of
certiorari to review the Judgment or the State Court Judgment and, if
certiorari is granted, the date of final affirmance of the Judgment or State
Court Judgment following review pursuant to that grant; or (b) the date of
final dismissal of any appeal from the Judgment, State Court Judgment or the
final dismissal of any proceeding on certiorari to review the Judgment or
State Court Judgment; or (c) if no appeal is filed, the expiration date of the
time for the filing or noticing of any appeal from the Judgment and State
Court Judgment. Any proceeding or order, or any appeal or petition for a writ
of certiorari pertaining solely to the Fee and Expense Application for
attorneys' fees, costs, or expenses shall not in any way delay or preclude the
Judgment or State Court Judgment from becoming final.

         18. "Former Customer Class Member" means any Class Member who is no
longer a customer of Edward Jones as of August 27, 2006.

         19. "Holder Settlement Class Member" means a person or entity who
held shares, units or like interests in any Preferred Fund between January 1,
1999, and December 31, 2004, inclusive, through Edward D. Jones & Co., L.P.,
acting as broker, or with Edward D. Jones & Co., L.P., listed as broker-dealer
of record.

                                      14

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         20. "Judgment" means the judgment to be rendered by the United States
District Court for the Eastern District of Missouri dismissing the Federal
Class Action with prejudice, substantially in the form and with the content as
set forth in the Final Judgment and Order of Dismissal attached hereto as
Exhibit B.

         21. "Lead Plaintiffs" means Thomas Auer, Jim D. Boswell and Rachel
Enriquez.

         22. "Person" means an individual, corporation (including all
divisions, affiliates and subsidiaries), partnership, limited partnership,
association, joint stock company, estate, legal representative, trust,
unincorporated association, government or political subdivision or agency,
and/or any business or legal entity, and the spouse, heir, predecessor,
successor, representative, or assign of any such entity.

         23. "Plaintiffs" means each of the plaintiffs who filed a Federal or
State Class Action, including, but not limited to, the Lead Plaintiffs.

         24. "Plaintiffs' Counsel" means each counsel who has appeared as
counsel for any of the Plaintiffs in the Class Actions, including, but not
limited to Plaintiffs' Lead Counsel.

         25. "Plaintiffs' Lead Counsel" means Hulett Harper Stewart LLP,
Stanley, Mandel & Iola, L.L.P., Blitz Bardgett & Deutsch LC, Goodin MacBride
Squeri Ritchie & Day LLP, Milberg Weiss Bershad & Schulman LLP, Weiss & Lurie
and Stull, Stull & Brody.

         26. "Plaintiffs' Released Persons" means each and all of the
Plaintiffs and their respective past or present directors, officers,
employees, attorneys, general partners, limited partners, subordinated
partners, subordinated limited partners, principals, affiliates, agents,
attorneys, shareholders, personal or legal representatives, predecessors,
successors, parents, subsidiaries, divisions, joint ventures, assigns or any
entity in which any Plaintiff has a controlling interest.

                                      15

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         27. "Plan of Allocation" means a plan or formula of allocation of the
Settlement Fund whereby the Settlement Fund shall be distributed to Authorized
Customers. The proposed Plan of Allocation is attached as Exhibit C to this
Stipulation.

         28. "Preferred Fund" shall mean: (a) Lord Abbett Funds; (b) American
Funds; (c) Federated Funds; (d) Goldman Sachs Funds; (e) Hartford Mutual
Funds; (f) Putnam Funds; and (g) Van Kampen Funds that made revenue sharing
payments to Edward Jones during the Class Period.

         29. "Purchaser Settlement Class Member" means a person or entity who
purchased or otherwise acquired shares, units or like interests in any
Preferred Fund between January 1, 1999 and December 31, 2004, inclusive,
through Edward D. Jones & Co., L.P., acting as broker, or with Edward Jones &
Co., L.P., listed as broker/dealer of record.

         30. "Released Plaintiffs' Claims" shall collectively mean any and all
claims, debts, demands, rights, or causes of action or liabilities (including,
but not limited to, any claims for damages, interest, attorneys' fees, expert
or consulting fees, and any other costs, expenses or liability), whether based
on federal, state, local, statutory or common law or any other law, rule or
regulation (including, but not limited to, claims for violation of the federal
securities laws, state securities laws, negligence, gross negligence,
indemnification, breach of duty of care and/or breach of duty of loyalty,
fraud, misrepresentation, breach of fiduciary duty, negligent
misrepresentation, unfair competition, insider trading, professional
negligence, malpractice, mismanagement, corporate waste, or breach of
contract), related to revenue sharing payments received by Defendants from the
Preferred Funds, fees and commissions received by Defendants from the
Preferred Funds for shelf-space arrangements, directed brokerage transactions,
shareholder accounting fees and mutual fund trades generally, whether fixed or
contingent,

                                      16

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accrued or unaccrued, known or unknown, liquidated or not liquidated, at law
or in equity, matured or not matured, Class-wide or individual in nature,
including claims (a) that have been asserted in the Federal and State Class
Actions by the Class Members or any of them against any of the Defendants'
Released Persons, or (b) that could have been asserted in the Federal and
State Class Actions or any other forum by the Class Members or any of them
against any of the Defendants' Released Persons, that arise out of, are based
upon, or relate in any way to the allegations, transactions, facts, matters or
occurrences, representations or omissions involved, set forth, or referred to
in the Federal and State Class Actions or otherwise are based upon or relate
in any way to revenue sharing payments received by Defendants, fees and
commissions received by Defendants from the Preferred Funds for mutual fund
trades, shelf-space arrangements, directed brokerage transactions, shareholder
accounting fees and mutual fund trades from the Preferred Funds which were
purchased through or held at Edward Jones or held directly at the fund company
with Edward Jones listed as Broker/Dealer of record.

         31. "Released Defendants' Claims" shall collectively mean any and all
claims, debts, demands, rights, or causes of action or liabilities (including,
but not limited to, any claims for damages, interest, attorneys' fees, expert
or consulting fees, and any other costs, expenses or liability), whether based
on federal, state, local, statutory or common law or any other law, rule or
regulation (including, but not limited to, claims for violation of the federal
securities laws, state securities laws, negligence, gross negligence,
indemnification, breach of duty of care and/or breach of duty of loyalty,
fraud, misrepresentation, breach of fiduciary duty, negligent
misrepresentation, unfair competition, malicious prosecution, professional
negligence, malpractice, mismanagement, or breach of contract), related to the
filing, prosecution or participation in any of the Class Actions or this
settlement, whether fixed or contingent, accrued

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<PAGE>

or unaccrued, known or unknown, liquidated or not liquidated, at law or in
equity, matured or not matured, Class-wide or individual in nature and all
claims arising out of, relating to, or in connection with the filing,
prosecution or resolution of the Class Actions or the Released Plaintiffs'
Claims.

         32. "Settlement Account" means a joint escrow account at U.S. Bank
into which the cash portion of the Settlement Fund is to be deposited. The
Settlement Account shall be the subject of a separate Escrow Agreement to be
entered by and between Edward Jones, Plaintiffs' Lead Counsel and U.S. Bank.
The Settlement Account shall be invested in accordance with the Escrow
Agreement.

         33. "Settlement Fund" means the principal amount of (a) fifty-five
million dollars ($55,000,000) in cash, plus interest accrued at the annual
rate of 4.75% from November 20, 2006, to the date that funds are deposited
into the Settlement Account, plus interest earned on the aforesaid amount
while the funds are deposited in the Settlement Account (the "Cash
Component"), and (b) credit vouchers in an amount not to exceed a face-value
of seventy-two million five hundred thousand dollars ($72,500,000) (the
"Non-Cash Component") to members of both the Purchaser Settlement Class and
the Holder Settlement Class as more fully described in the Plan of Allocation.

         34. "Settling Parties" collectively means each of the Defendants and
Lead Plaintiffs on behalf of themselves and the Class Members.

         35. "State Court" means the Circuit Court for the City of St. Louis,
Missouri to which the parties have agreed to remand the Enriquez Action
pursuant to the terms of this Settlement Stipulation.

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<PAGE>

         36. "State Court Judgment" means the judgment to be rendered by the
Circuit Court for the City of St. Louis, Missouri dismissing the State Class
Action with prejudice, substantially in the form and with the content as set
forth in the Final Judgment and Order of Dismissal attached hereto Exhibit E.

         B. CLASS CERTIFICATION

         The Parties hereby stipulate to the certification of two Classes for
settlement purposes only. The Purchaser Settlement Class shall be defined as
follows:

         any person or entity who purchased or otherwise acquired shares,
         units or like interests in any Preferred Fund between January 1,
         1999, and December 31, 2004, inclusive, through Edward D. Jones &
         Co., L.P., acting as broker, or with Edward Jones listed as
         broker/dealer of record.

         The Holder Settlement Class shall be defined as follows:

         any person or entity who held shares, units or like interests in any
         Preferred Fund between January 1, 1999, and December 31, 2004,
         inclusive, through Edward D. Jones & Co., L.P., acting as broker, or
         with Edward Jones listed as broker/dealer of record.

         Excluded from the Purchaser Settlement Class and the Holder
         Settlement Class are Defendants in the Actions, members of the
         immediate families (parents, spouses, siblings, and children) of each
         of the individual defendants, all directors, officers, limited and
         general partners, subsidiaries and affiliates of the corporate
         defendants, any person, firm, trust, corporation or entity in which
         any Defendant during the Class Period had a controlling interest or
         which is related to or affiliated with any of the Defendants, and the
         legal representatives, heirs, successors in interest or assigns of
         any such excluded party.

         In stipulating to the Certification of a Settlement Class, Defendants
do not concede the suitability of certifying a class for any purpose other
than settlement. In the event the Court fails to approve this Settlement
Stipulation and the accompanying Plan of Allocation, the Settling Parties
reserve their right to assert their respective pre-Stipulation positions
regarding suitability of the Class Actions to proceed as certified class
actions.

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<PAGE>

         C. SETTLEMENT FUNDING

         Within 10 business days after preliminary approval of this
Stipulation by both the Court and the State Court, Edward Jones shall transfer
$55,000,000.00 plus any and all interest that has accrued at the annual rate
of 4.75% from November 20, 2006, and continuing through the date the funds are
deposited into the Settlement Account.

         D. ADMINISTRATION OF THE SETTLEMENT FUND

                  1. THE ESCROW AGENT
                     ----------------

         a. The Settlement Account shall be the subject of a separate Escrow
Agreement to be entered by and between Edward Jones, Plaintiffs' Lead Counsel
and U.S. Bank or as otherwise ordered by the Court.

         b. The Escrow Agent shall invest the cash portion of the Settlement
Fund in 30-day treasure bills backed by the full faith and credit of the
United States Government or fully insured by the United States Government or
an agency thereof and shall reinvest the proceeds of these instruments as they
mature in similar instruments at the current market rates.

         c. The Escrow Agent shall not disburse the Settlement Fund except (i)
by an order of the Court; (ii) with the specific written agreement of counsel
for the Defendants and Plaintiffs' Lead Counsel; or (iii) as otherwise
permitted under the separate Escrow Agreement.

         d. Subject to such further order and direction by the Court as may be
necessary, the Escrow Agent is authorized to execute such transactions on
behalf of the Class Members as are consistent with the terms of the
Stipulation and the Escrow Agreement.

                  2. TAXES
                     -----

         a. The parties and the Escrow Agent agree to treat the Settlement
Fund as being at all times a "qualified settlement fund" within the meaning of
Treas. Reg. Section 1.468B-l. In addition, the Administrator of the Escrow
Account and, as required, the Settling Parties shall

                                      20

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<PAGE>

timely make the "relation-back election" (as defined in Treas. Reg. Section
l.468B-1) back to the earliest permitted date. Such election shall be made in
compliance with the procedures and requirements contained in such regulations.
It shall be the responsibility of the Administrator to timely and properly
prepare and deliver the necessary documentation for signature by all necessary
parties and thereafter to cause the appropriate filing to occur.

         b. For the purposes of Section 468b of the Internal Revenue Code of
1986, and Treas. Reg. Section 1.468B, the "administrator" shall be the Escrow
Agent. The Escrow Agent, or a Certified Public Accounting firm designated
pursuant to the Escrow Agreement, shall timely and properly file all
informational and other tax returns necessary or advisable with respect to the
Settlement Fund (including, without limitation, the returns described in
Treas. Reg. Section 1.468B-2(1)). Such returns (as well as the election
described in Section V(D)(2)(a)) shall be consistent with this Section V(D)(2)
of this Stipulation and in all events shall reflect that all taxes (including
any estimated taxes, interest, or penalties) on the income earned by the
Settlement Fund shall be paid out of the Settlement Fund as provided in
Section V(D)(2) herein.

         c. All (i) taxes (including any estimated taxes, interest, or
penalties) arising with respect to the income earned by the Settlement Fund
("Taxes"), and (ii) reasonable expenses and costs incurred in connection with
the operation and implementation of this Section V(D)(2), including, without
limitation, reasonable expenses of tax attorneys and/or accountants relating
to filing (or failing to file) the returns described in this Section V(D)(2)
("Tax Expenses"), shall be paid out of the Settlement Fund. In all events the
Defendants' Released Persons shall not have any responsibility for, or any
liability whatsoever with respect to, the Taxes, the Tax Expenses, or the
filing of any tax returns or other documents with the Internal Revenue Service
or any other state or local taxing authority. Defendants' Released Persons
shall be entitled to indemnification

                                      21

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<PAGE>

payable out of the cash portion of the Settlement Fund for Taxes and Tax
Expenses relating to the existence, maintenance and operation of the
Settlement Fund. The Parties hereto agree to cooperate with the Escrow Agent,
the Administrator or the Escrow Agent, each other, and their tax attorneys and
accountants to the extent reasonably necessary to carry out the provisions of
this Section V(D)(2).

                  3. TERMINATION
                     -----------

         In the event that the Stipulation is not approved by this Court, the
State Court, or is terminated in accordance with Section V(H)(4) or V(H)(5-6),
the Settlement Fund (including any accrued interest and/or tax refund owing to
the Settlement Fund), less any Taxes or Tax Expenses paid or incurred pursuant
to Section V(D)(2) herein, and less any fees or costs incurred in connection
with the establishment and maintenance of the Escrow Account shall be refunded
to Edward Jones. At the request of the Edward Jones, the Escrow Agent or its
designee shall apply for any tax refund owing to the Settlement Fund and the
Escrow Agent shall pay the proceeds of any tax refund, less the costs of
obtaining the tax refund, as set forth in this Section.

         E. REMAND

         1. To further effectuate this Settlement Stipulation, Edward Jones
agrees to consent to Plaintiffs' Motion to Remand and the parties shall
request that the Court remand the Enriquez Action to the State Court for
proceedings consistent with this Settlement Stipulation.

         2. The Settlement Stipulation shall only be presented to the State
Court after the Court enters its Notice Order and remands the Enriquez Action
back to State Court. After entry of the Notice Order and Remand of the
Enriquez Action, the Settling Parties shall apply for entry of an order (the
"State Notice Order") substantially in the form as that set forth in Exhibit D
hereto, requesting preliminary approval of the Settlement set forth in this
Stipulation, approval for the mailing and publication of a Notice of Proposed
Settlement substantially in the form and

                                      22

<PAGE>
<PAGE>

with the content set forth in Exhibits 1 and 2 to Exhibit A hereto, which
shall include the general terms of the settlement set forth in the
Stipulation, the proposed Plan of Allocation, and the date of the final
settlement approval hearing. The State Notice Order shall provide that the
Court will hold a hearing (the "State Court Settlement Hearing") to finally
approve the settlement. At the State Court Settlement Hearing, Plaintiffs'
Lead Counsel also will request that the State Court finally approve the
proposed Plan of Allocation. The State Court Settlement Hearing shall only
take place after the Settlement Hearing.

         F. NOTICE ORDER, NOTICE, OPT-OUTS, OBJECTIONS AND SETTLEMENT HEARING

         1. The Settling Parties agree that this Settlement Stipulation and
Plan of Allocation shall be first presented to the Court for approval. In
addition, the Settling Parties agree that the Court shall have primary
responsibility for enforcement of the Stipulation and Plan of Allocation.

         2. On or before December 12, 2006, Plaintiffs' Lead Counsel shall
present this Stipulation together with its exhibits to the Court and shall
apply for entry of an order (the "Notice Order"), substantially in the form
and with the content set forth in Exhibit A hereto, requesting preliminary
approval of the Settlement set forth in this Stipulation, approval for the
mailing and publication of a Notice of Proposed Settlement substantially in
the form and with the content set forth in Exhibits 1 and 2 to Exhibit A
hereto, which shall include the general terms of the settlement set forth in
the Stipulation, the proposed Plan of Allocation, the general terms of the Fee
and Expense Application (as defined in Section V.J.1.), and the date of the
final settlement approval hearing.

         3. The Notice Order shall provide that the Court will hold a hearing
(the "Settlement Hearing") to finally approve the settlement. At the
Settlement Hearing, Plaintiffs' Lead Counsel

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<PAGE>

also will request that the Court finally approve the proposed Plan of
Allocation and the Fee and Expense Application.

         4. Subject to the approval of the Court, the schedule for provision
of notice to Class Members and final approval of the Settlement or of the Fee
and Expense Application shall be as follows:

                  a. Edward Jones or its designated agents shall, at its own
expense, cause notice to be provided to the Class Members in the form approved
by both the Court and the State Court.

                  b. Edward Jones, at its own expense not to exceed $7,500,
shall cause notice to be published in a widely circulated wire service, such
as Business Wire.

                  c. Direct Notice to Current Customer Class Members will be
provided as an insert with the first regularly monthly or quarterly account
statement disseminated after issuance of the State Notice Order, but no later
than 120 days after issuance of the State Notice Order. The deadline for the
mailing of the Notice shall allow or otherwise account for such a mailing in
the monthly or quarterly account statements.

                  d. Direct Notice to Former Customer Class Members will be
sent by first class mail to each such Class Member's last known mailing
address at the same time, or prior to, the mailing of the Notice to Current
Customer Class Members.

                  e. Prior to mailing Notice, Edward Jones, at its own
expense, shall attempt to locate the most current address for Class Members
through the United States Postal Services Move Update process. Edward Jones,
at its own expense, shall use a third-party service to attempt to obtain an
updated address for Class Members whose Notices are returned as

                                      24

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<PAGE>

undeliverable. If an updated address is obtained, Edward Jones shall re-mail
the Notice to Class Members at the updated address.

                  f. Edward Jones, at its own expense, shall establish on its
own website, or on a separately dedicated website, a means by which Class
Members may download the Notice as approved by the Court, the Settlement
Stipulation and Plan of Allocation.

                  g. Edward Jones, at its own expense, shall establish a
toll-free telephone number with only a recorded message that informs Class
Members how to obtain copies of the Notice as approved by the Court, as well
as the Settlement Stipulation and Plan of Allocation.

                  h. The deadline for opt-outs shall be 45 calendar days after
the last day of mailing the Notice as described in subparagraphs (c) and (d)
above.

                  i. The deadline for objections to the Settlement, or for
objections or opposition to the Fee and Expense Application or the Plan of
Allocation, shall be 45 calendar days after the last day mailing of Notice as
described in subparagraphs (c) and (d) above.

                  j. The Settlement Hearing and hearing on the Fee and Expense
Application and the Plan of Allocation shall be 30 calendar days after the
deadline for objections to the Settlement or objections or opposition to the
Fee and Expense Application or the Plan of Allocation, or such other date
thereafter as the Court may order.

                  k. No deadline in this Subsection shall begin to run until
entry of both the Notice Order and the State Notice Order.

         G. RELEASES

         1. Upon the Effective Date, the Lead Plaintiffs shall release,
relinquish, and discharge, and each of the Class Members shall be deemed to
have, and by operation of the Judgment and the State Court Judgment shall
have, fully, finally, and forever released,


                                      25

<PAGE>
<PAGE>

relinquished, and discharged Defendants and Defendants' Released Persons from
all Released Plaintiffs' Claims.

         2. Upon the Effective Date, each of the Defendants shall release,
relinquish, and discharge, and by operation of the Judgment and the State
Court Judgment shall have, fully, finally, and forever released, relinquished,
and discharged Plaintiffs' Released Persons from all Released Defendants'
Claims.

         3. Except as otherwise expressly provided in this Stipulation, the
Settling Parties shall each bear their own respective attorneys' fees,
expenses, and costs incurred in connection with the conduct and settlement of
the Class Actions and the preparation, implementation, and performance of the
terms of this Settlement Stipulation.

         H. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL AWARDS, AND
            SUPERVISION AND DISTRIBUTION OF SETTLEMENT FUND

         1. The Cash Component of the Settlement Fund shall be applied as
follows:

                  a. To pay Taxes and reasonably-incurred Tax-related
Expenses, if any;

                  b. To pay escrow fees and reasonably-incurred costs
associated with the Escrow Account that will hold the Cash Component until
distribution.

                  c. To fund the payments to Authorized Former Customers as
set forth in section D.2 of the Plan of Allocation;

                  d. To pay Plaintiffs' Counsel's attorneys' fees, expenses,
and costs, (the "Fee and Expense Award"), if and to the extent allowed by the
Court; and

                  e. the remainder of the Cash Component shall be awarded cy
pres in accordance with Section E of the Plan of Allocation.

         2. The Non-Cash Component shall be distributed in accordance with the
Plan of Allocation.

                                      26

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<PAGE>

         3. No Person shall have any claim against Plaintiffs or their counsel
(including Plaintiffs' Lead Counsel) or Defendants or their counsel based on
the distributions made substantially in accordance with this Stipulation and
the Settlement contained herein, the Plan of Allocation, or further orders of
the Court.

         4. The proposed Plan of Allocation shall be deemed to be an integral
and essential part of the settlement. Any order by either the Court or the
State Court changing the amount of cash consideration, or materially modifying
or altering the non-cash consideration or the manner in which it is
distributed or redeemed as provided for in the Plan of Allocation shall make
the Settlement Stipulation voidable at the sole discretion and option of
Edward Jones.

         5. Edward Jones shall administer the Settlement Fund at its own
expense. Edward Jones' responsibilities as administrator shall include, but
not be limited to, identifying all Authorized Customers and calculating the
value of the cash awards for Authorized Former Customers and non-cash awards
for Authorized Current Customers, issuing and mailing checks to the Authorized
Former Customers and printing and mailing non-cash awards to the Authorized
Current Customers, and to follow up on such mailings to Authorized Customers
such that with respect to distributions returned to sender, reasonable efforts
are made to identify the current addresses of Authorized Customers.

         I. OPT-OUTS

         1. Class Members will be given an opportunity to opt-out from
participation in the settlement as set forth and more fully described herein
and in the Plan of Allocation.

         2. By opting out of the settlement, the Class Member opting
out agrees that he/she will not pursue his/her claim as a part of this class
action and will pursue it, if at all, only as an individual claimant.

                                      27

<PAGE>
<PAGE>

         3. Class Members shall send their notice of opt-out to Edward Jones.
Edward Jones, in its role as claims administrator, shall establish a
post-office box for the purpose of receiving the opt-out notices served on it,
and it shall maintain a database of the opt-outs and retain all original
documentation received from any Class Member who opts-out of the settlement.
Edward Jones shall furnish Plaintiffs' Lead Counsel with a true and correct
copy of each opt-out received by it no later than the next business day
following its receipt of such opt-out(s).

         4. Edward Jones, through its computer records, shall on an ongoing
basis verify that each purported opt-out is in fact a Class Member.

         5. Within 5 days following the deadline for Class Members to opt-out,
Edward Jones and Plaintiffs' Lead Counsel shall exchange a list of all
opt-outs received from Class Members and verify that they have accounted for
the same number of opt-outs.

         6. If, at the conclusion of this period, the number of Class Members
opting-out exceeds one thousand (1000) Class Members, then Edward Jones, at
its sole discretion, shall have the right to rescind and terminate the
Settlement Stipulation. Such election shall be made in writing within 20 days
after the opt-out deadline passes.

         7. In the event Edward Jones chooses to opt-out of the Settlement
Stipulation pursuant to the terms of this subsection I, the parties shall
jointly inform the Court and the Litigation will resume unless the Parties
jointly agree to renegotiate the settlement and seek Court approval of the
renegotiated settlement.

         8. In the event that Edward Jones elects to opt-out of the Settlement
Stipulation pursuant to the terms of this subsection I, and the parties do not
arrive at a renegotiated settlement, the Parties shall have no further rights
or obligations under this Settlement Stipulation, Plan of Allocation or the
Fee and Expense Application. In such a case, the terms and

                                      28

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<PAGE>

provisions of this Settlement Stipulation, Plan of Allocation, or Fee and
Expense Application shall not be used in the Class Actions or in any other
proceeding for any purpose and any Judgment or order entered by the Court in
accordance with the terms of this Settlement Stipulation shall be treated as
vacated, nunc pro tunc.

         J. PLAINTIFFS' COUNSEL'S ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES

         1. Prior to the Settlement Hearing, Plaintiffs' Lead Counsel will
submit to the Court an application or applications for an order (the "Fee and
Expense Application") for distributions to them from the Settlement Fund for:
(a) an award of attorneys' fees; (b) reimbursement of all expenses and costs,
including the fees of any experts or consultants, incurred in connection with
prosecuting the Class Action; and (c) interest on such attorneys' fees, costs,
and expenses at the same rate and for the same periods as earned by the
Settlement Fund (until paid), as may be awarded by the Court. The Court shall
determine the amount of attorneys' fees and costs to be awarded to Plaintiffs'
Counsel.

         2. Pursuant to Section D(3)(c) of the Plan of Allocation, Plaintiffs'
Counsel's fees, expenses, and costs, including the fees of experts and
consultants, as awarded by the Court (the "Fee and Expense Award"), may be
transferred to Plaintiffs' Lead Counsel from the Settlement Fund after the
Judgment becomes Final.

         3. The parties acknowledge that there may be insufficient monies in
the Settlement Fund to fully satisfy the Fee and Expense Award. Accordingly,
to the extent that there is cash remaining in the Settlement Fund after making
all payments identified in Section V(H)(1)(a-d), the Settling Parties agree
that any such cash shall first be utilized to make up any difference between
the amount awarded to Plaintiffs' Counsel pursuant to the Fee and Expense
Award and the amount initially received by Plaintiffs for such attorneys fees
and expenses.

                                      29

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<PAGE>

         4. Defendants' Released Persons agree not to object or comment upon
Plaintiffs' Fee and Expense Application, so long as the amount received does
not exceed the amount needed to pay Authorized Former Customers their share of
the settlement as more fully set forth in the Plan of Allocation.

         5. Defendants' Released Persons shall have no responsibility for, and
no liability whatsoever with respect to, the allocation of any Fee and Expense
Award among Plaintiffs' Counsel, or any other Person who may assert some claim
thereto, or any Fee and Expense Awards that the Court may make in the Class
Action.

         6. Defendants' Released Persons shall have no responsibility for, and
no liability whatsoever with respect to, any attorneys' fees, costs, or
expenses incurred by or on behalf of Class Members that are not paid from the
Settlement Fund.

         7. The procedure for and the allowance or disallowance by the Court
of the Fee and Expense Application are not part of the Settlement set forth in
this Stipulation, 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 this Stipulation. Any order or proceedings relating to
the Fee and Expense Application, or any appeal from any order relating
thereto, shall not operate to terminate or cancel the Stipulation or affect
the finality of the Court's Judgment or the State Court's Judgment approving
the Stipulation and the Settlement set forth herein, including, but not
limited to, the release, discharge, and relinquishment of the Released Claims
against the Defendants' Released Persons, or any other orders entered pursuant
to the Stipulation.

         K. EFFECTIVE DATE OF SETTLEMENT

         1. The Effective Date of the Stipulation shall be conditioned upon
occurrence of all of the following events:

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<PAGE>

                  a. Edward Jones shall have timely transferred or caused to
be timely transferred the Cash Component of the Settlement Fund as required in
Section C above;

                  b. The Court shall have entered the Notice Order as required
by Section F above;

                  c. The State Court shall have entered the State Notice Order
as required by Section E above;

                  d. The Court shall have entered the Judgment or a judgment
substantially in the form and with the content as set forth in Exhibit B
hereto;

                  e. The State Court shall have entered the State Court
Judgment or a judgment substantially in the form and with the content as set
forth in Exhibit E; and

                  f. The Judgment and State Court Judgment shall have become
Final, as defined in Section V(A)(17) above.

         2. Modification or reversal on appeal of any award of attorneys'
fees, costs, expenses, and/or interest awarded by the Court to any Plaintiffs'
Counsel shall not affect the Effective Date or constitute grounds for
cancellation and termination of the Stipulation.

         L. STAY AND RESUMPTION OF PROCEEDINGS--EFFECT OF DISAPPROVAL,
            CANCELLATION, OR TERMINATION

         1. The Settling Parties agree, subject to approval by the Court and
State Court, that all proceedings in the Federal and State Class Actions,
other than proceedings relating to the approval and administration of the
settlement contemplated herein, shall be stayed as of the date the Motion for
Preliminary Approval is filed with the Court, except for purposes of remanding
the Enriquez Action and administering and consummating this Settlement
Stipulation.

         2. The Settling Parties acknowledge and agree that approval of this
Settlement Stipulation, Plan of Allocation and Notice of Proposed Settlement
by both the Court and State


                                      31

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<PAGE>

Court in a form substantially identical to the terms and provisions set forth
therein is a material and integral term of this Settlement Stipulation.

         3. In the event that both the Court and the State Court do not
approve the Settlement Stipulation and Plan of Allocation or the settlement
set forth herein is terminated in accordance with its terms, the terms and
provisions of this Stipulation, with the exception of Sections V(D)(3) and
this subsection V(L), shall have no further force and effect with respect to
the Settling Parties and shall not be used in the Class Actions or in any
other proceeding for any purpose and any Judgment or order entered by the
Court in accordance with the terms of the Stipulation shall be treated as
vacated, nunc pro tunc.

         4. In the event the Settlement Stipulation is not approved by the
Court or the State Court, or is terminated in accordance with the terms set
forth herein, within five (5) business days after the Escrow Agent's receipt
of written notification of such event from either Defendants or Lead
Plaintiffs' Counsel, the Settlement Fund (including accrued interest) shall be
refunded as set forth in Section V(D)(3) above.

         5. In the event that the Court or State Court declines to approve the
Settlement Stipulation and Plan of Allocation or the settlement set forth
herein is terminated in accordance with its terms, the Federal and State Class
Actions shall resume in a reasonable manner to be approved by the Court. It is
the express intention of the Settling Parties that, other than the remand of
the Enriquez Action, their relative positions as of the date this Settlement
Stipulation is signed remain unchanged in such an event.

         6. In the event that the Court or the State Court declines to approve
the Settlement Stipulation and Plan of Allocation or the settlement set forth
herein is terminated in accordance with its terms, Defendants shall request
the Court or State Court vacate any order(s) certifying

                                      32

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<PAGE>

the Settlement Classes. Plaintiffs shall not oppose such request, but their
non opposition shall be without prejudice to their right to seek later
certification of litigation classes.

         M. ENTRY OF JUDGMENT

         1. The Settling Parties agree to the entry of Judgment by the United
States District Court for the Eastern District of Missouri substantially in
the form and with the content as set forth in Exhibit B hereto.

         2. The Settling Parties agree to the entry of Judgment by the Circuit
Court for the City of St. Louis, Missouri substantially in the form and with
the content as set forth in Exhibit E hereto.

         N. DISMISSAL OF OTHER CLASS ACTIONS

         Within ten (10) business days of the Effective Date, Lead Plaintiffs,
Lead Plaintiffs' Counsel or counsel for the Bressler plaintiff shall take
steps to dismiss with prejudice the In re Edward Jones Holder Litigation Class
Action, now pending in the United States Court of Appeals for the Ninth
Circuit.

         O. THIRD PARTY CLAIMS

         Nothing in this agreement is intended to restrict in any manner the
Defendants' ability to bring third party claims against entities or
individuals not party to this Settlement Stipulation.

         P. INJUNCTION

         1. This Settlement Stipulation is expressly conditioned upon the
entry of a preliminary injunction by the Court as part of the preliminary
approval of this Settlement Stipulation, barring and enjoining all class
members or any of them from commencing or prosecuting any actions, including
arbitrations, asserting any of the Released Plaintiffs' Claims either
directly, indirectly, representatively, derivatively, or in any capacity
against Defendants or

                                      33

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<PAGE>

Defendants' Released Persons. The preliminary injunction shall not apply or
extend to those Class Members who have irrevocably opted out or otherwise
excluded themselves from participation in the settlement in connection with
the institution or prosecution of a separate arbitration proceeding against
Edward Jones. The preliminary injunction shall only enjoin any action filed or
otherwise instituted on or after November 20, 2006.

         2. This Settlement Stipulation is expressly conditioned upon the
entry of a permanent injunction by the Court as part of Final Approval of this
Settlement Stipulation, barring and enjoining all Class Members or any of them
from commencing or continuing to prosecute any existing action, including
arbitrations, asserting any of the Released Plaintiffs' Claims either
directly, indirectly, representatively, derivatively, or in any capacity
against Defendants or Defendants' Released Persons, except where the Class
Member properly exercised his/her opt-out rights.

         Q. MISCELLANEOUS PROVISIONS

         1. The Parties (a) acknowledge that it is their intent to consummate
this Settlement and Stipulation; and (b) agree to cooperate to the extent
necessary to effectuate and implement all terms and conditions of the
Stipulation and to exercise their best efforts to accomplish the foregoing
terms and conditions of the Stipulation.

         2. Edward Jones warrants that, at the time the payments provided for
herein are made on its behalf, it will not be insolvent and the payment will
not render it insolvent.

         3. Unless ordered by a Court, no Settling Party or counsel shall
disseminate, refer to, or otherwise distribute to any third party any
information regarding the negotiation of the Settlement between the Parties,
or any information or documents they obtained from another Party in connection
with the Settlement.

                                      34

<PAGE>
<PAGE>

         4. Defendants' Released Persons may file the Stipulation and/or the
Judgment from this action in any other action that may be brought against them
in order to support a defense or counterclaim based on principles of res
judicata, collateral estoppel, release, good-faith settlement, judgment bar,
or reduction or any theory of claim preclusion or issue preclusion or similar
defense or counterclaim.

         5. To the extent permitted by law, all agreements made and orders
entered during the course of the Class Actions relating to the confidentiality
of information shall survive this Stipulation.

         6. The waiver by one Settling Party of any breach of this Stipulation
by any other Party shall not be deemed a waiver of any other prior or
subsequent breach of this Stipulation.

         7. All of the exhibits to this Settlement Stipulation, including, but
not limited to, the Plan of Allocation to the extent incorporated in those
exhibits, are material and integral parts hereof and are fully incorporated
herein by this reference.

         8. Nothing in this Stipulation, or the negotiations relating thereto,
is intended to or shall be deemed to constitute a waiver of any applicable
privilege or immunity, including, without limitation, attorney/client
privilege, joint defense privilege, or work product protection.

         9. The Stipulation may be amended or modified only by a written
instrument signed by or on behalf of all Settling Parties or their
successors-in-interest.

         10. The Stipulation and the exhibits attached hereto, as well as the
August 29, 2006 Agreement, constitute the entire settlement agreement among
the Settling Parties hereto and no representations, warranties, or inducements
have been made to any Party concerning the Stipulation or its exhibits other
than the representations, warranties, and covenants contained and memorialized
in such documents.

                                      35

<PAGE>
<PAGE>

         11. Plaintiffs' Lead Counsel, on behalf of the Purchaser Settlement
Class and the Holder Settlement Class, is expressly authorized by the Lead
Plaintiffs to take all appropriate action required or permitted be taken by
the Purchaser Settlement Class or the Holder Settlement Class pursuant to the
Stipulation to effectuate its terms and also expressly authorized to enter
into any modifications or amendments to the Stipulation on behalf of the
Purchaser Settlement Class or the Holder Settlement Class.

         12. Each counsel or other Person executing the Settlement Stipulation
or Plan of Allocation (or any exhibits thereto) on behalf of any Settling
Party hereto hereby warrants that such person has the full authority to do so.

         13. The Stipulation may be executed by facsimile and in one or more
counterparts. All executed counterparts and each of them shall be deemed to be
one and the same instrument. Counsel for the Settling Parties to the
Stipulation shall exchange among themselves original signed counterparts and a
complete set of original executed counterparts shall be filed with the Court.

         14. The Stipulation shall be binding upon, and inure to the benefit
of, the successors and assigns of the Settling Parties hereto.

         15. The Court shall retain jurisdiction with respect to the
implementation and enforcement of the terms of the Stipulation, and all
Parties hereto and their counsel submit to the exclusive jurisdiction of the
Court for purposes of implementing and enforcing the settlement embodied in
the Stipulation.

         16. The Stipulation and the exhibits hereto shall be considered to
have been negotiated, executed, and delivered, and to be wholly performed, in
St. Louis, Missouri, and the rights and obligations of the parties to the
Stipulation shall be construed and enforced in

                                      36

<PAGE>
<PAGE>

accordance with, and governed by, the laws of the State of Missouri without
giving effect to that State's choice-of-law principles.

         17. No press announcement, press release, or other public statement,
either directly or indirectly, concerning the Settlement or Stipulation may be
made by Class Plaintiffs or Plaintiffs' Counsel prior to the Court entering an
order of preliminary approval, unless they obtain prior written approval from
Edward Jones, except as required by law.

         IN WITNESS WHEREOF, the Settling Parties hereto have caused the
Stipulation to be executed by their duly-authorized attorneys as of December
11, 2006.

DATED:     12/12/06
      -------------------
                                 /s/ James A. Tricarico, Jr.
                                 -------------------------------------
                                 James A. Tricarico, Jr.
                                 General Counsel
                                 Edward D. Jones & Co., L.P.

DATED:     12/11/06
      -------------------
                                 /s/ Matthew J. Zevin
                                 -------------------------------------
                                 STANLEY, MANDEL & IOLA, L.L.P.
                                 MATTHEW J. ZEVIN
                                 550 West C Street, Suite 1600
                                 San Diego, CA 92101

DATED:
      -------------------
                                 /s/ Robert D. Blitz
                                 -------------------------------------
                                 BLITZ, BARDGETT & DEUTSCH, L.C.
                                 ROBERT D. BLITZ
                                 CHRISTOPHER O. BAUMAN
                                 120 South Central, Suite 1650
                                 St. Louis, MO 63105

                                      37

<PAGE>
<PAGE>

DATED:     12/11/06
      -------------------
                                 /s/ Kirk B. Hulett
                                 -------------------------------------
                                 HULETT, HARPER, STEWART, L.L.P.
                                 KIRK B. HULETT
                                 550 West C Street, Suite 1600
                                 San Diego, CA 92101

DATED:
      -------------------

                                 -------------------------------------
                                 GOODIN, MACRIDGE, SQUERI,
                                   RITCHIE & DAY, L.L.P.
                                 WAYNE T. LAMPREY
                                 505 Sansome Street, Suite 900
                                 San Francisco, CA 94111

                                 Co-Lead Counsel for the Enriquez plaintiff

DATED:   Dec. 11, 2006
      -------------------
                                 /s/ Joseph H. Weiss
                                 -------------------------------------
                                 WEISS & LURIE
                                 JOSEPH H. WEISS
                                 RICHARD A. ACOCELLI
                                 JAMES E. TULLMAN
                                 JULIA J. SUN
                                 551 Fifth Avenue
                                 New York, NY 10176

DATED:   Dec. 12, 2006
      -------------------
                                 /s/ Mark Levine
                                 -------------------------------------
                                 STULL, STULL & BRODY
                                 JULES BRODY
                                 MARK LEVINE
                                 JAMES HENRY GLAVIN, IV
                                 6 East 45th Street
                                 New York, NY 10017


                                      38

<PAGE>
<PAGE>

DATED:
      -------------------

                                 -------------------------------------
                                 MILBERG WEISS BERSHAD &
                                   SCHULMAN LLP
                                 JEROME M. CONGRESS
                                 One Pennsylvania Plaza
                                 New York, NY 10119

                                 Co-Lead Counsel for the Spahn Plaintiffs

DATED:
      -------------------

                                 -------------------------------------
                                 GLANCY BINKOW & GOLDBERG LLP
                                 LIONEL Z. GLANCY
                                 PETER A. BINKOW
                                 MICHAEL GOLDBERG
                                 MARC L. GODINO
                                 1801 Avenue of the Stars, Suite 311
                                 Los Angeles, CA 90067

                                 Counsel for the Bressler Plaintiffs

                                      39

<PAGE>
<PAGE>

DATED: December 12, 2006
      -------------------
                                 /s/ Jacqueline Sailer
                                 -------------------------------------
                                 MURRAY, FRANK & SAILER LLP
                                 JACQUELINE SAILER
                                 275 Madison Ave
                                 New York, NY 10016

                                 Co-Counsel for the Bressler Plaintiffs


                                      40

<PAGE>
<PAGE>

            AMENDMENT TO STIPULATION OF SETTLEMENT OF CLASS ACTIONS
            -------------------------------------------------------

         This Amendment to Stipulation of Settlement (the "Amendment"), dated
as of July 1, 2007, is made and entered into by and among the following
parties: (i) Lead Plaintiffs (as defined in the Settlement Stipulation dated
December 11, 2006 ("Settlement Stipulation"),(1) on behalf of themselves and
each of the Class Members, by and through their counsel of record in the Class
Actions ("Plaintiffs' Counsel"); and (ii) Defendants, by and through their
counsel of record in the Class Actions (collectively, the "Settling Parties").

         WHEREAS, the Settling Parties entered into the Settlement Stipulation
on December 11, 2006;

         WHEREAS, pursuant Section V.I of the Settlement Stipulation, Class
Members had the right to opt-out of the settlement of the Class Actions;

         WHEREAS, pursuant to Section V.I.6. of the Settlement Stipulation,
Edward Jones had the right to rescind the Settlement Stipulation in the event
that more than one thousand (1000) Class Members opted out of the settlement;

         WHEREAS, pursuant to the Settlement Stipulation, the Court and the
State Court entered orders preliminarily approving the Settlement Stipulation
and directed Edward Jones to send out notice to the Purchaser Settlement Class
Members and the Holder Settlement Class Members;

         WHEREAS, Edward Jones, in its role as claims administrator, sent
notice to the Purchaser Settlement Class Members and the Holder Settlement
Class Members. Mailing of the notice was completed on or about April 23,
2007;(2)


<FN>
------------------------
(1) All references to defined terms will have the same definition as set forth
in the Settlement Stipulation dated December 1, 2006.

(2) The Settling Parties acknowledge the issue with a certain group of Class
Members not receiving the mail notice as more fully described in Edward Jones'
Motion to Send Notice and to Amend the Settlement Schedule. Consistent with
the Court's July 2, 2007 Order, the Settling Parties are in agreement that the
omitted class members shall receive notice.


                                      1

<PAGE>
<PAGE>

         WHEREAS, Class Members had until June 11, 2007 to opt-out of the
settlement;

         WHEREAS, Edward Jones, after the June 11, 2007 opt-out deadline
passed, asserted that it had received more than 1,000 valid opt-outs, which
triggered its right to rescind the settlement pursuant to Section V.I.6. of
the Settlement Stipulation;

         WHEREAS, Plaintiffs' Counsel, on behalf of the Lead Plaintiffs and
the Class Members, disputed and contested the receipt of 1,000 or more valid
opt-outs and this disputed Edward Jones' right to rescind the Settlement
Stipulation;

         WHEREAS, pursuant to Section V.I.6., Edward Jones had until July 1,
2007, to exercise its right to rescind the Settlement Stipulation;

         WHEREAS, approximately 290,000 additional Class Members did not
receive notice and opportunity to opt-out of the settlement prior to June 11,
2007 and will now be given such notice and opportunity, thus increasing the
chance that more than 1,000 class members will elect to opt-out of the
settlement and Edward Jones would have the right to rescind the settlement.;

         WHEREAS, Plaintiffs' Counsel desired to preserve the settlement
maintain and not diminish the benefits to the Class Members and assure that
Edward Jones waive any right it may have to rescind the;

         WHEREAS, Plaintiffs' Counsel wanted to maintain the benefits to the
Class Members as detailed in the Settlement Stipulation;

         WHEREAS, between June 12 and July 1, 2007, Plaintiffs' Counsel and
Edward Jones entered into further and lengthy negotiations to fully and
finally resolve these cases and address Edward Jones' assertion of its right
to rescind the Settlement Stipulation;


                                      2

<PAGE>
<PAGE>

         WHEREAS, the Settling Parties were able to come to further agreement
to address Edward Jones' asserted right to rescind the Settlement Stipulation
by amending the Settlement Stipulation as specified below;

         WHEREAS, the amendment will potentially reduce the cash available to
satisfy any fee and expense award to Plaintiffs' Counsel, as well as the cash
that may be awarded to cy pres in accordance with Section E of the Plan of
Allocation, but will not in any way reduce or affect the consideration flowing
to Class Members pursuant to the Settlement Stipulation and Plan of
Allocation;

         NOW, THEREFORE, in consideration of the mutual promises and
undertakings set forth herein and in the Settlement Stipulation, and for such
other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged by the Settling Parties, and intending to be legally
bound, the Settling Parties agree as follows:

         1. The Settling Parties agree that Edward Jones, in its role as
claims administrator, shall be entitled to reimbursement for its reasonable
and actual cost of notice and claims administration that Edward Jones has or
will incur in the future up to a maximum reimbursement of six million dollars
($6,000,000.00) (the "Reimbursement Amount.").

         2. The Settling Parties agree that Plaintiffs' Counsel may apply for
and may be awarded by the Court fees, interest and reimbursement of expenses
in excess of the remainder left after the amount necessary to pay "Authorized
Former Customers" is allocated and segregated as described in Section V.H.1(c)
of the Stipulation and Section D.2 of the Plan of Allocation.

         3. If the Court awards more than $28,000,000 in attorneys' fees,
expenses and/interest, Plaintiffs' Counsel will initially only be paid
$28,000,000 from the Cash

                                      3

<PAGE>
<PAGE>

Component of the Settlement Fund. As provided for below, any such unpaid award
may be satisfied after Edward Jones is paid in full for the Reimbursement
Amount.

         4. The Reimbursement Amount to Edward Jones shall be funded as
follows by using the following funds in the following order:

                  A. Any residual from the principal of the Cash Component of
         the Settlement Fund ($55,000,000.00), after payments are made for
         taxes, tax related expenses, escrow fees and costs and for payments
         to Authorized Former Customers (as detailed in Section V.H.1.(a-d) of
         the Settlement Stipulation as amended below) and after payment of the
         lesser of:

                  (i) such attorneys' fees, expenses and/or interest to
                  Plaintiffs' Counsel as awarded by the Court; or

                  (ii) twenty-eight million dollars ($28,000,000.00) towards
                  satisfaction of an award of attorneys' fees, expenses and
                  interest. This clause shall not preclude Plaintiffs' Counsel
                  from requesting a greater sum subject to this initial cap on
                  funding of an award for attorneys fees and expenses.
                  However, in no event shall Plaintiffs' Counsel receive in
                  excess of $28,000,000.00 prior to satisfaction in full of
                  the Reimbursement Amount.

         If the Reimbursement Amount is not yet fully satisfied, then

         B. Any interest earned on the principal amount of the Cash Component
         of Settlement Fund. If the Reimbursement Amount is not yet fully
         satisfied; then

         C. Any unclaimed or uncashed checks to the Authorized Former
         Customers may be utilized after the expiration period for such checks
         has elapsed.

         5. The application of any unused portion of the Cash Component,
including any interest thereon, not utilized for the payments specified above
(as detailed in Section V.H.1.(a-e) of the Settlement Stipulation as amended
below), shall thereafter go to pay any awarded, but unpaid Plaintiffs'
Counsel's attorneys' fees, costs and interest.

         6. Any remainder of the Cash Component after payment in full as
provided for above (and detailed in Section V.H.1.(a-f) of the Settlement
Stipulation as amended below), shall be paid cy pres in accordance with the
Settlement Stipulation and Plan of Allocation.


                                      4

<PAGE>
<PAGE>

         7. The Settling Parties agree that Section V.A. of the Settlement
Stipulation shall be modified as follows:

                  29.1 "Reimbursement Amount" shall mean the amount Edward
         Jones, in its role as claims administrator, is entitled to for
         reimbursement of its cost of notice and claims administration that it
         has or will incur in the future up to a maximum reimbursement of six
         million dollars ($6,000,000.00.)

          8. The Parties agree that Section V.F.4 of the Settlement
Stipulation is hereby amended to modify each and every occurrence of the
phrase "at its own expense" to "at its own expense over and above the
Reimbursement Amount."

         9. In accordance with the foregoing, Section V.H.1. of the Settlement
Stipulation is hereby amended by deleting the entirety of Section V.H.1. and
substituting in lieu thereof the following:

         H. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL AWARDS, AND
            SUPERVISION AND DISTRIBUTION OF SETTLEMENT FUND

                  1. The Cash Component of the Settlement Fund shall be
                  applied as follows:

                           a. To pay Taxes and reasonably-incurred Tax-related
                  Expenses, if any;

                           b. To pay escrow fees and reasonably-incurred costs
                  associated with the Escrow Account that will hold the Cash
                  Component until distribution.

                           c. To fund the payments to Authorized Former
                  Customers as set forth in section D.2 of the Plan of
                  Allocation;

                           d. To pay Plaintiffs' Counsel's attorneys' fees,
                  expenses, and costs, (the "Fee and Expense Award"), if and
                  to the extent allowed by the Court up to a maximum initial
                  payment of $28,000,000;

                           e. To reimburse Edward Jones for the cost of notice
                  and claims administration it has or will incur in the future
                  up to a maximum of $6,000,000.00;

                           f. To pay any portion of the Fee and Expense Award
                  not paid because of the cap imposed pursuant to V.H.1(d);


                                      5

<PAGE>
<PAGE>

                           g. the remainder of the Cash Component shall be
                  awarded cy pres in accordance with Section E of the Plan of
                  Allocation.

         10. The reference to "at its own expense" in Section V.H.5. is hereby
amended to "at its own expense over and above the Reimbursement Amount."

         11. Edward Jones hereby irrevocably waives its asserted right to
rescind the Settlement Stipulation pursuant to Section V.I.6. of the
Settlement Stipulation.


         12. In accordance with the foregoing, Section V.J.2. and V.J.3. of
the Settlement Stipulation is hereby amended by deleting the entirety of
Section V.J.2. and V.J.3. and substituting in lieu thereof the following:

         2. Pursuant to Section D.3(c) of the Plan of Allocation, Plaintiffs'
         Counsel's fees, expenses, and costs, including the fees of experts
         and consultants, as awarded by the Court (the "Fee and Expense
         Award"), may be transferred to Plaintiffs' Lead Counsel from the
         Settlement Fund after the Judgment becomes Final up to a maximum of
         $28,000,000.00 as specified in Section V.H.1(d) as amended.

         3. The parties acknowledge that there may be insufficient monies in
         the Settlement Fund to fully satisfy the Fee and Expense Award and/or
         that the Fee and Expense Award may not be fully paid or satisfied by
         operation of Section V.H.1(d) as amended. Accordingly, to the extent
         that there is cash remaining in the Settlement Fund after making all
         payments identified in Section V(H)(1)(a-e) as amended, the Settling
         Parties agree that any such cash shall first be utilized to make up
         any difference between the amount awarded to Plaintiffs' Counsel
         pursuant to the Fee and Expense Award and the amount initially
         received by Plaintiffs for such attorneys fees and expenses

         13. All references in the Plan of Allocation to the phrase "at its
own expense" are hereby modified to "at its own expense over and above the
Reimbursement Amount."

         14. Section D.3., "Distribution of the Cash Component," of the Plan
of Allocation is hereby amended as follows:

                           c.   Attorneys' Fees and Expenses

                  After payment of all expenses set forth in Section V.H.1
         (a)-(c) of the Stipulation and the fees and expenses associated with
         the Escrow Agreement, any fees and expenses awarded to Class Counsel
         pursuant to any Fee and Expense Award shall be paid by the


                                      6

<PAGE>
<PAGE>

         Escrow Agent from the Cash Component of the Settlement that has not
         been set aside in a sub-escrow account to pay Authorized Former
         Customers or otherwise set aside to pay fees and expenses owed to the
         Escrow Agent, up to a maximum of $28,000,000. Such payment or release
         of funds must be made within three (3) business days after receipt by
         the Escrow Agent of a demand for release of the funds from
         Plaintiffs' Lead Counsel, which may not be tendered until at least
         three (3) business days after the Effective Date. To the extent those
         amounts are not sufficient to pay Class Counsel's Fee and Expense
         Award and there are any funds remaining in the sub-account dedicated
         to the payment of Authorized Former Customers after the expiration
         period for all outstanding checks distributed to Authorized Former
         Customers pursuant to paragraph D(3)(a)-(b) above, such funds shall
         be used to satisfy any residual amount owed to Class Counsel pursuant
         to any Fee and Expense Award up the maximum amount of $28,000,000.00.

                           d. Reimbursement of Costs of Notice and
                              Administration

                  After payment of all expenses set forth in Section V.H.1
         (a)-(d) of the Stipulation (as amended) and the fees and expenses
         associated with the Escrow Agreement, Edward Jones shall be entitled
         to reimbursement of its costs and expenses associated with notice and
         claims administration. If the Court awards Class Counsel less than
         $28,000,000.00, then the residual of the Cash Component of the
         Settlement Fund will be applied, up to a total not to exceed
         $6,000,000. In addition, Edward Jones shall be entitled to
         reimbursement from the current accrued interest and any future
         interest earned and to be earned on the Cash Component pursuant to
         Section V.C. of the Settlement Stipulation. Further, Edward Jones
         shall be entitled to be reimbursed from any available residual funds
         remaining in the Cash Component (or any sub-account established for
         the purposes of paying payment of Authorized Former Customers) from
         uncashed settlement checks made payable to Authorized Customer Class
         Members after the expiration of all outstanding checks. In no event
         shall the amount of reimbursement to Edward Jones exceed the agreed
         upon amount of $6,000,000. Such payment or release of funds must be
         made within three (3) business days after receipt by the Escrow Agent
         of a demand for release of the funds from Edward Jones, which may not
         be tendered until at least three (3) business days after the
         expiration period for all outstanding checks distributed to
         Authorized Former Customers pursuant to paragraph D(3)(a)-(b)

                           e. Additional Fee and Expense Award

                  After payment of all expenses set forth in Section V.H.1
         (a)-(e) of the Stipulation (as amended) and the fees and expenses
         associated with the Escrow Agreement, to the extent there is any
         portion of the Fee and Expense Award unpaid or otherwise unsatisfied,
         such unpaid portion of the Fee and Expense Award shall be paid by the
         Escrow Agent from any remaining portion of the Cash Component of the
         Settlement. To the extent those amounts are not sufficient to pay the
         unpaid portion of the Fee and Expense Award and there are any funds
         remaining in the sub-account dedicated to the payment of Authorized
         Former Customers after the expiration period for all outstanding
         checks distributed to Authorized Former Customers pursuant to
         paragraph D(3)(a)-(b) above and Edward Jones has been reimbursed
         pursuant to Section D.3(d) above and


                                      7

<PAGE>
<PAGE>

         Section V.H.1.(e) of the Stipulation, as amended, such funds shall be
         used to satisfy any residual amount owed to Class Counsel pursuant to
         any Fee and Expense Award.

         15. Section E of the Plan of Allocation "Cy Pres and Cash Balance in
the Settlement Fund" is hereby amended as follows:

         E. Cy Pres and Cash Balance in Settlement Fund

                  To the extent there are any remaining funds in the Escrow
         Account after payment of all distributions set forth in Section
         V.H.1(a)-(f) of the Stipulation, as amended, and the costs and
         expenses associated with the Escrow Fund, after exhausting its best
         efforts described in Section D.3. of this Plan of Allocation , after
         the expiration period for all outstanding checks and after the
         payment of any outstanding amounts owed to Class Counsel in
         connection with a Fee and Expense Award, the Escrow Agent shall pay
         the remaining cash, if any, into the Edward D. Jones & Company
         Foundation. Edward Jones represents and warrants that it will
         distribute the remaining cash in accordance with its regular
         charitable operations and none of the remaining cash balance will be
         returned to Edward Jones' general treasury. Further, Edward Jones
         represents and warrants that any such donation will not impact Edward
         Jones' usual and customary contributions to the Edward D. Jones &
         Company Foundation.

         16. Plaintiffs' Counsel has agreed to this Amendment in the interest
of protecting the benefits secured for the Class Members and in recognition
that this Amendment does not alter the benefits to the Class Members.

         17. The Settling Parties stipulate and agree to this Amendment,
subject to approval by the Court and the State Court.

         18. Plaintiffs' Counsel on behalf of Lead Plaintiffs and the Class
Members and Defendants agree that this Amendment does not require re-notice to
the Class Members.

         19. This Amendment shall be a written instrument in accordance with
Section V.Q.9. of the Settlement Stipulation.

         20. The Settling Parties stipulate and agree that terms and
conditions of the Settlement Stipulation and the rights and obligations of the
Settling Parties thereunder remain unchanged except as specifically set forth
in this Amendment.



                                      8

<PAGE>
<PAGE>

         21. To the extent that the Settlement Stipulation or Plan of
Allocation are inconsistent with this Amendment, this Amendment shall be
deemed to supercede the Settlement Stipulation or Plan of Allocation.

DATED:           7/11/07
        ----------------------------

                                            /s/ James A. Tricarico, Jr.
                                            ----------------------------------
                                            James A. Tricarico, Jr.
                                            General Counsel
                                            Edward D. Jones & Co., L.P.

DATED:           7/12/07
        ----------------------------

                                            /s/ Matthew J. Zevin
                                            ----------------------------------
                                            STANLEY, MANDEL & IOLA, L.L.P.
                                            MATTHEW J. ZEVIN
                                            550 West C Street, Suite 1600
                                            San Diego, CA 92101

DATED:           7/11/07
        ----------------------------

                                            /s/ Robert D. Blitz
                                            ----------------------------------
                                            BLITZ, BARDGETT & DEUTSCH, L.C.
                                            ROBERT D. BLITZ
                                            CHRISTOPHER O. BAUMAN
                                            120 South Central, Suite 1650
                                            St. Louis, MO 63105


DATED:           7/12/07
        ----------------------------

                                            /s/ Kirk B. Hulett
                                            ----------------------------------
                                            HULETT, HARPER, STEWART, L.L.P.
                                            KIRK B. HULETT
                                            550 West C Street, Suite 1600
                                            San Diego, CA 92101

DATED:         July 12, 2007
        ----------------------------


                                            /s/ Wayne T. Lamprey
                                            ----------------------------------
                                            GOODIN, MACRIDGE, SQUERI
                                                RITCHIE & DAY, L.L.P.
                                            WAYNE T. LAMPREY
                                            505 Sansome Street, Suite 900
                                            San Francisco, CA 94111


                                            Co-Lead Counsel for the Enriquez
                                            Plaintiff


                                      9

<PAGE>
<PAGE>

DATED:           7/11/07
        ----------------------------

                                            /s/ Richard A. Acocelli
                                            ----------------------------------
                                            WEISS & LURIE
                                            JOSEPH H. WEISS
                                            RICHARD A. ACOCELLI
                                            JAMES E. TULLMAN
                                            JULIA J. SUN
                                            551 Fifth Avenue
                                            New York, NY 10176

DATED:           7/11/07
        ----------------------------

                                            /s/ Mark Levine
                                            ----------------------------------
                                            STULL, STULL & BRODY
                                            JULES BRODY
                                            MARK LEVINE
                                            JAMES HENRY GLAVIN, IV
                                            6 East 45th Street
                                            New York, NY 10017

DATED:         July 12, 2007
        ----------------------------

                                            /s/ Jerome M. Congress
                                            ----------------------------------
                                            MILBERG WEISS BERSHAD &
                                               SCHULMAN LLP
                                            JEROME M. CONGRESS
                                            one Pennsylvania Plaza
                                            New York, NY 10119

                                            Co-Lead Counsel for the Spahn
                                            Plaintiffs

DATED:           7/12/07
        ----------------------------

                                            /s/ Marc L. Godino
                                            ----------------------------------
                                            GLANCY BINKOW & GOLDBERG LLP
                                            LIONEL Z. GLANCY
                                            PETER A. BINKOW
                                            MICHAEL GOLDBERG
                                            MARC L. GODINO
                                            1801 Avenue of the Stars, Suite 311
                                            Los Angeles, CA  90067

                                            Counsel for the Bressler Plaintiffs


                                      10

<PAGE>
<PAGE>

DATED:           7/12/07
        ----------------------------

                                            /s/ Jacqueline Sailer
                                            ----------------------------------
                                            MURRAY, FRANK & SAILER LLP
                                            JACQUELINE SAILER
                                            275 Madison Avenue
                                            New York, NY  10016

                                            Co-Counsel for the Bressler
                                            Plaintiffs





                                      11