Bernhard F. and Cynthia G. Manko - Page 6

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          of losses from Arbitrage Management partnerships. The deductions            
          regarding 1978 through 1983 played a role in the settlement                 
          negotiations.                                                               
               B.  Arbitrage Management Negotiators                                   
               Theodore Kletnick, an attorney in respondent's North Atlantic          
          Regional Counsel Office, served as respondent's lead counsel in             
          Arbitrage Management settlement negotiations.  Howard Berman, an            
          attorney in respondent's New York City District Counsel Office,             
          assisted Mr. Kletnick in Arbitrage Management settlement                    
          negotiations from 1987 through 1990.                                        
               On January 15, 1987, this Court held a pretrial conference             
          with respect to Arbitrage Management cases.  At that conference,            
          the Court designated John S. Nolan, Barbara T. Kaplan, and Hugh             
          Janow to serve as lead counsel for Arbitrage Management partners in         
          subsequent Arbitrage Management settlement negotiations.                    
               C.  Arbitrage Management Negotiations                                  
               The Court assigned the negotiators the task of either                  
          negotiating a settlement for Arbitrage Management cases or                  
          selecting one or more Arbitrage Management test cases for                   
          litigation.  Negotiations began in the spring of 1987.                      
               D.  Settlement Agreement                                               
               On January 6, 1988, the negotiators informed the Court that            
          they had reached a "tentative settlement agreement".  The                   
          negotiators advised the Court that a few of the individual partners         





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