Summary

The Modified Plan of Distribution ("Distribution Plan") proposes a methodology for distribution to investors of $24,045,447, plus accumulated interest, paid by BNY Mellon Securities LLC ("Mellon Securities") and $368,591, plus accumulated interest (in total with the Mellon Securities amount, the "Distribution Amount"), paid by Mark Shaw ("Shaw") in the settlement of separate but related administrative proceedings with the Securities and Exchange Commission ("Commission").

On January 14, 2011, the Commission entered an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions against Mellon Securities ("Mellon Securities Order"). Mellon Securities consented to the entry of the Mellon Securities Order without admitting or denying the Mellon Securities Order's findings. The Mellon Securities Order found that, from November 1999 through March 2008, Mellon Securities failed reasonably to supervise the order desk manager and traders on its institutional order desk.

Also on January 14, 2011, the Commission entered a Corrected Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, and Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order against Mark Shaw ("Shaw Order"). Shaw consented to the entry of the Shaw Order without admitting or denying the Shaw Order's findings. The Shaw Order found that, from November 1999 through March 31, 2008, Shaw manipulated time delays in systems for executing and reporting agency cross-trades on a regional exchange to advantage a handful of accounts held by individuals or hedge funds, at the expense of accounts belonging to various employee stock purchase plans, employee stock option plans, direct purchase and sale plans, and similar plans (collectively, "Plan Customer(s)"); Shaw repeatedly deprived certain Plan Customers of best execution of their orders by using the ability to capture and freeze prices to chase better prices for the hedge funds and to execute trades at stale prices more favorable to the hedge funds than the prices prevailing in the market at the time of execution, which, in many instances were outside the National Best Bid and Offer at the time of execution; and Shaw directed traders under his supervision to do the same.

The Mellon Securities Order required, among other things, Mellon Securities to disgorge $19,297,016 plus prejudgment interest of $3,748,431, and to pay a civil penalty of $1,000,000, for a total of $24,045,447. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, the Mellon Securities Order created a Fair Fund for the disgorgement, interest, and penalties to be paid by Mellon Securities ("Fair Fund"). The Shaw Order required, among other things, Shaw to disgorge $195,300 plus prejudgment interest of $23,291, and to pay a civil penalty of $150,000 for a total of $368,591. The Shaw Order states that such disgorgement, interest, and penalties may be distributed by the Fair Fund established in the Mellon Securities Order.

Pursuant to their respective Orders, on or about January 28, 2011, Mellon Securities paid a total of $24,045,447 and Shaw paid a total of $368,591 into the Fair Fund. The monies in the Fair Fund are currently on deposit with the U.S. Treasury. The Fair Fund constitutes a Qualified Settlement Fund ("QSF") under Section 468B(g) of the Internal Revenue Code, 26 U.S.C. 468B(g), and related regulations, 26 C.F.R. 1.468B-1 through 1.468B-5. The assets of the Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair Fund will not receive additional funds, other than the accrued interest from the invested funds.