The Plaintiffs are identified in Appendix II of the Notice. Wells Fargo Bank, N.A. is the Defendant and is trustee for the Trusts at issue in the Action.

Plaintiffs allege that Wells Fargo, as trustee for the Trusts, breached its contractual and common law duties by failing to enforce Trust repurchase claims when it discovered mortgage loans that allegedly breached representations and warranties made by the entities (or their successors) that sold the mortgage loans to the Trusts, and failing to provide notices to cure known servicing violations to the servicers responsible for servicing the mortgage loans in the Trusts. These Claims include allegations that Defendant is liable for Claims arising out of or relating to (i) documents missing or allegedly missing from the loan files that were delivered to the Trusts or the custodians for the Trusts; (ii) breaches of duty or of representations or warranties by the originators, sellers or other responsible parties of the mortgage loans that were part of the Trusts; (iii) breaches of duty relating to servicers, master servicers, or custodians of the mortgage loans in the Trusts; (iv) alleged conflicts of interest or acting and failing to act as a result of alleged conflicts of interest; (v) the actions or omissions of Defendant with regard to items (i) to (iv); and (vi) the use of funds from the Trusts by Defendant for the defense or indemnification of any lawsuit or claims. Defendant has asserted Claims for contribution against certain of Plaintiffs’ investment advisors.

Defendant has denied Plaintiffs’ allegations, denied that it has any liability to Plaintiffs or the Settlement Class, denied that Plaintiffs or the Settlement Class have suffered any cognizable harm, and asserted various affirmative defenses to the Claims. Plaintiffs have denied Defendant’s allegations and denied any wrongdoing or liability for contribution to Defendant in connection with the actions taken by their investment advisors.

Plaintiffs commenced this litigation by filing a putative class action June 18, 2014 in New York State court captioned BlackRock Allocation Target Shares: Series S Portfolio, et al. v. Wells Fargo Bank, National Association, Index No. 651867/2014 (N.Y. Sup. Ct.). That complaint was amended on July 16, 2014. On November 24, 2014, Plaintiffs filed a motion for voluntary dismissal without prejudice and re-filed a complaint relating to the Trusts in federal court captioned BlackRock Allocation Target Shares: Series S Portfolio, et al. v. Wells Fargo Bank, National Association, Case No. 14-cv-9371-KPF-SN (S.D.N.Y.). The complaint alleged claims against Defendant for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, breach of the duty to avoid conflicts of interest, negligence, and violations of the Trust Indenture Act (“TIA”). After the initial complaint was filed in federal court, various motions to dismiss were filed and ruled upon. In ruling on those motions, the federal court declined to exercise supplemental jurisdiction over trusts governed by agreements created under state law, splitting the litigation into two actions: one in state court and one in federal court. Various amended complaints were filed in those actions, and numerous subsequent motions were briefed and argued. As a result of those rulings, the claims were narrowed to claims for alleged breaches of contract, violations of the TIA, and breaches of duty to avoid conflicts of interest. In addition, the federal court held that Plaintiffs could not use sampling to prove their claims, but instead would need to litigate those claims on a loan-by-loan, trust-by-trust basis.

Following certain proceedings in California, on December 17, 2016, Plaintiffs filed the complaint in the action regarding certain trusts governed by state law agreements in New York Supreme Court. Wells Fargo moved to dismiss that complaint on June 21, 2017, and briefing was complete by August 28, 2017. Oral argument was held before the Honorable Charles E. Ramos on September 20, 2017. In light of the Parties’ agreement to settle the Action, the motion was marked off calendar on September 25, 2018, without prejudice to renewal.

Following the federal court’s rulings, Wells Fargo filed its answer to the amended complaint in the federal action. On May 26, 2017, Wells Fargo also filed complaints for contribution against certain of Plaintiffs’ investment advisors. Plaintiffs moved to dismiss those complaints. Those motions have been fully briefed and remain pending.

On July 11, 2017, certain Plaintiffs filed a separate complaint in the New York State Court against Defendant for declaratory relief (the “Declaratory Relief Action”). The Declaratory Relief Action sought a declaration that Wells Fargo was not entitled to indemnity from certain of the Trusts, was not entitled to draw against those Trusts for purposes of advancing its attorneys’ fees and expenses and was not entitled to withhold or reserve those Trusts’ funds for future legal expenses. Defendant filed a motion to dismiss that action that Plaintiffs opposed. Oral argument was held, and the Court granted Wells Fargo’s motion to dismiss, terminating the Declaratory Relief Action. Plaintiffs filed a notice of appeal.

The Action and the related cases have been heavily litigated for more than 4 years. In that time, the Parties have sought and obtained extensive discovery related to the various Claims at issue. Collectively, the Parties have served hundreds of discovery requests, produced millions of documents, and taken at least 75 depositions of witnesses. The Parties have also received and analyzed more than 700,000 documents from third parties in response to more than 160 third-party subpoenas. The Parties have also researched applicable law and litigated disputes with respect to numerous aspects of the Claims of the Plaintiffs and Settlement Class, as well as the potential defenses thereto. The Parties have also retained and consulted with experts in connection with developing and litigating the Claims.

On January 31, 2018, in the federal action, Plaintiffs filed a motion for class certification, including an expert report and other supporting material (the “Class Certification Motion”). Defendant opposed that motion, which was fully briefed on April 23, 2018. In light of the Parties’ Settlement, the Parties contacted the Court and requested that decision on the Class Certification Motion be held in abeyance pending approval of the Settlement, at which point the motion would become moot. The Parties reserved the right to move forward on the motion in the event the Settlement does not receive final Court approval.

While the Class Certification Motion was pending, and as the Parties prepared to engage in extensive and expensive expert discovery, the Parties retained a highly respected and experienced neutral mediator to assist them in determining whether a resolution of the Action was possible. The Parties participated in a full-day mediation on August 4, 2018. After the mediation, with the assistance of the mediator, the Parties reached a preliminary agreement to settle the Action on August 15, 2018. Due to the complexity of the issues, additional negotiations followed regarding the terms of the Stipulation. On November 9, 2018, the Parties entered into a Stipulation and Agreement of Settlement (the “Stipulation”), which sets forth the full terms and conditions of the Settlement. The Stipulation can be viewed at the important documents section of this website.

On January 30, 2019, the Court authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Fairness Hearing to consider whether to approve the Settlement. A copy of the Court’s Practice Rules regarding class action settlements is attached as Appendix IV of the notice.

The Court approved the Settlement and Plan of Allocation.

Plaintiffs and Plaintiffs’ Counsel believe, based on their factual investigation, extensive discovery, consultation with experts, research into the applicable law, years of litigation, and consideration of the risks and uncertainties of further litigation, that the terms and conditions of the Parties’ Stipulation are fair, reasonable, and adequate, and in the best interests of the Settlement Class. Plaintiffs’ and Plaintiffs’ Counsel believe this, in part, because the Settlement avoids the costs and risks associated with continued litigation, including the risk of no recovery.

Plaintiffs and Plaintiffs’ Counsel believe that the claims asserted against Defendant have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendant through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages. To defeat summary judgment and prevail at trial, Plaintiffs would have been required to prove, among other things, that Defendant discovered breaches of representations and warranties and had actual knowledge of servicing violations with respect to individual loans in the Trusts. In addition, Plaintiffs would have had to establish the amount of class-wide damages.

Defendant would have had substantial arguments to make concerning each of these issues. For example, Defendant would have argued that Plaintiffs must prove, on a loan-by-loan basis, the Defendant’s discovery of breaches of representations and warranties and actual knowledge of servicing violations. Defendant also would have argued that Plaintiffs could not prove that Defendant had any obligation to pursue breaches of representation and warranty claims against the underlying sellers or that any such claim would have been successful. In addition, Defendant would have argued that any damages to Plaintiffs and the Class were caused by factors unrelated to the purported breaches of representations and warranties or servicing violations. Had any of these arguments been accepted in whole or in part, it could have eliminated or, at a minimum, drastically limited any potential recovery.

Further, in order to obtain a recovery for the Class, Plaintiffs would have to prevail at several stages—class certification, summary judgment, and trial—and, even if Plaintiffs prevailed, Plaintiffs would also have to prevail on appeals that would likely follow. Thus, there were significant risks to the continued prosecution of the Action, and there was no guarantee that further litigation would have resulted in a higher recovery, or any recovery at all.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, Plaintiffs and Plaintiffs’ Counsel believe that the Court Approved Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class. Plaintiffs and Plaintiffs’ Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, as compared to the risk that the claims in the Action would produce a smaller, or no, recovery after summary judgment, trial, and appeals, possibly years in the future.

The Settlement Class consists of:

All persons or entities who purchased or otherwise acquired a beneficial interest in a security issued from the Trusts and (i) held on the date on which the Court entered an order finally approving the Settlement or (ii) held at any time on or after June 18, 2014, but no longer held as of the date on which the Court entered an order finally approving the Settlement (herein, the “Class” or “Settlement Class”).

Excluded from the Class are the Defendant, the Originators, the Sellers, the Master Servicers and the Servicers to the Trusts, and their officers and directors, their legal representatives, successors or assigns, and any entity in which they have or had a controlling interest; provided, however, that Wells Fargo is not excluded from the Class to the extent that Wells Fargo holds Certificates in the Trusts as assets in its capacity as a trustee or indenture trustee (or similar capacity) for the benefit of third party investors. Also excluded from the Class are IKB International, S.A., IKB Deutsche Industriebank A.G., and the plaintiffs or any entity a court determines to be the proper plaintiff(s) in the following actions: (i) Royal Park Investments SA/NV v. Wells Fargo Bank, N.A., Case No. 14-cv-9764 (S.D.N.Y.); (ii) National Credit Union Administration Board, et al. v. Wells Fargo Bank, National Association, Case No. 14-cv-10067 (S.D.N.Y.); (iii) Phoenix Light SF Limited, et al. v. Wells Fargo Bank, N.A., Case No. 14-cv-10102 (S.D.N.Y.); (iv) Commerzbank AG. v. Wells Fargo Bank N.A., Case No. 15-cv-10033 (S.D.N.Y.) and (v) any person or entity that properly requests exclusion from the Class.

The Settlement Amount is $43,000,000 in cash. The recovery of an eligible Class Member will be a portion of the “Net Settlement Fund” (i.e., the Settlement Amount, plus interest and minus Taxes, certain costs associated with determining and paying Taxes, the costs of claims administration, the costs of distributing the Notice, the costs of publishing the Publication Notice, attorneys’ fees and Litigation Expenses awarded by the Court, and any other sums approved by the Court for disbursement from the Settlement Amount).

Payments will be made pursuant to the Plan of Allocation and will be final and conclusive against any and all Settlement Class Members. The Court Approved Plan of Allocation is set forth in Appendix III of the notice.

In addition to the distribution of the Net Settlement Fund pursuant to the Plan of Allocation, Wells Fargo has agreed to the release of $70,000,000 of Reserve Funds from the Trustee Reserve Accounts for the twenty (20) Bank of America Reserve Account Trusts, as described more fully in the Stipulation. Once released, those funds will be distributed in accordance with the Trusts’ waterfall provisions by Wells Fargo, as trustee.

To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Settlement Class and you would have completed and returned the Proof of Claim and Release Form with copies of adequate supporting documentation no later than July 2, 2019. A Proof of Claim Form was included with the Notice, or you could have obtained one from the Important Documents section  of this website, or you could have requested a Proof of Claim Form be mailed to you by calling the Claims Administrator toll free at 1-833-843-2644. Please retain all records of your ownership of and transactions in the Certificates, as they may be needed to document your Claim. If you requested exclusion from the Settlement Class or did not submit a timely and valid Proof of Claim Form, you will not be eligible to share in the Net Settlement Fund.

If you are a Settlement Class Member, then, whether or not you submit a Proof of Claim Form, you will remain a member of the Settlement Class unless you timely and validly exclude yourself. That means you will not be able to sue, continue to sue, or participate in any lawsuit or other legal proceeding against, Defendant and certain other persons and entities regarding the Claims that are being settled as part of this Settlement. Nor will you be able to receive any recovery in connection with any lawsuit or other legal proceeding against Defendant regarding Claims that are being settled as part of this Settlement. It also means that any judgment in the Action with respect to the Settlement (including any releases, injunctions, and assignments provided for therein) will apply to you and legally bind you, and that you will release your claims in this case and all other Settled Claims against Defendant and certain other persons and entities. More specifically:

As of the date of final approval of the Settlement, Plaintiffs and each of the Class Members will have, and will be deemed to have fully, finally and forever released, relinquished, waived, discharged and dismissed with prejudice all Plaintiffs’ Released Claims, including Unknown Claims, as to Defendant and Defendant’s Releasees.

The terms “Plaintiffs’ Released Claims” and “Defendant’s Releasees” mean the following:

“Plaintiffs’ Released Claims” means any and all Claims against the Defendant and Defendant’s Releasees that arise out of or relate to any of the facts, acts, omissions, transactions, or occurrences that have been alleged to form a basis of liability in the Actions or that could have been alleged to form a basis of liability against Wells Fargo in its capacities related to the Trusts in the Actions (including any facts, acts, omissions, or occurrences alleged to be, or that could be alleged to be, past, present, or continuations in the future of the alleged breaches of contract or other duties at issue in the Actions). Plaintiffs’ Released Claims include, but are not limited to, all Claims that arise out of or relate to facts, acts, omissions, transactions, or occurrences: (a) asserted in the Federal Action, (b) asserted in the NY State Court Action, (c) asserted in the Declaratory Relief Action, (d) asserted in the Third-Party Action, or (e) that could have been asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, involved, set forth, or referred to in the Federal Action, the NY State Court Action, the Declaratory Relief Action, or the Third-Party Action, including but not limited to Claims arising out of or relating to: (i) documents missing or allegedly missing from the loan files that were delivered to the Trusts and/or the custodians for the Trusts; (ii) breaches or alleged breaches of duty or of representations or warranties by the sellers of the mortgage loans to the Trusts; (iii) breaches or alleged breaches of duty (whatever the source of the duty) relating to servicers, master servicers, or custodians of the mortgage loans in the Trusts; (iv) alleged conflicts of interest or acting and/or failing to act as a result of alleged conflicts of interest; (v) the actions or omissions of Defendant and Defendant’s Releasees with regard to items (i) to (iv); and/or (vi) the use of funds from the Trusts by Defendant or Defendant’s Releasees for the defense or indemnification of any lawsuit or claims. The Settlement does not release any Claims relating to the enforcement of the Settlement or of any person or entity excluded from or not in the Settlement Class.

“Defendant’s Releasees” means the Defendant and each of the Defendant’s current or former employees, agents, representatives, directors, officers, attorneys, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, agents, assigns, administrators, related or affiliated entities, in their capacities as such, and any entity in which Defendant has a controlling interest.

Additionally, upon approval of the Settlement, you will waive to the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by Cal. Civ. Code § 1542, and any law of any jurisdiction that is similar to Cal. Civ. Code § 1542, which provides:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

You shall be deemed to have acknowledged that you hereafter may discover facts in addition to or different from those that you now know or believe to be true with respect to the subject matter of the Claims and rights released. Nevertheless, you will be deemed to intend for the releases set forth in the Settlement to be extended to all Claims and rights encompassed therein, whether known, unknown, suspected, unsuspected, concealed, hidden, accrued, unaccrued, contingent, or non-contingent.                                       

Upon the approval of the Settlement by the Court, you also will be permanently enjoined from (i) asserting any right you have to participate in any future derivative, indemnification, or other action brought on behalf of any of the Trusts against the Defendant or Defendant’s Releasees arising out of Plaintiffs’ Released Claims; and (ii) asserting, supporting, directing, encouraging, instigating, voting in favor of, joining or fomenting in any way the assertion of any Claim relating to any Settled Claim or Trust by any party for contribution, indemnification, or a similar cause of action against Defendant or Defendant’s Releasees. With these injunctions, you will be deemed to have agreed to assign any proceeds recovered from any such future action to Defendant.

The release of the Plaintiffs’ Released Claims against Defendant and any of Defendant’s Releasees applies to the Certificates and will bind and include any future purchasers or acquirers of securities, notes, or interests of any kind in the Trusts from Plaintiffs, Plaintiffs’ Releasees, and Settlement Class Members with respect to such securities, notes, or interests of any kind in the Trusts. Without waiver of any position or argument regarding the applicability of any particular statutory provision, the releases contained in this Settlement will also apply to and release any and all Settled Claims against Defendant or Defendant’s Releasees regardless of when such Claims accrued, including any and all Claims transferred to the Plaintiffs, Plaintiffs’ Releasees, and Settlement Class Members pursuant to any agreement or by operation of any applicable law, including but not limited to, N.Y. Gen. Oblig. Law § 13-107.

Upon approval of the Settlement by the Court, the Parties, including Settlement Class Members, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns, as well as the Defendant’s Releasees and the Plaintiffs’ Releasees, shall be deemed to have released, relinquished, waived, discharged and dismissed each and every of the Settled Claims, and shall forever be enjoined from asserting, prosecuting, or pursuing, whether directly, indirectly, or derivatively, alone or in conjunction with others, any or all of the Settled Claims against the Released Parties.

The Court has approved the Settlement and the Plan of Allocation.

Each Settlement Class Member will be bound by all determinations and judgments in this Action, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to BlackRock Wells Fargo Trustee Class Action, EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91224, Seattle, WA 98111. The exclusion request must have been received no later than April 15, 2019. You will not be able to exclude yourself from the Settlement Class after that date.

To be valid, a Request for Exclusion must be in writing and contain: (i) a request to be excluded from the Settlement, (ii) the requestor’s name, address, and telephone number, (iii) the CUSIP of each Certificate in the Trusts that the requestor held at any time on or after June 18, 2014 (“Covered Certificate”), (iv) the date of each purchase or acquisition of each such Covered Certificate, (v) the outstanding face amount of each Covered Certificate as of the date of each purchase or other acquisition, (vi) the date of each sale or other disposition, if any, of a Covered Certificate on or after June 18, 2014, and (vii) the outstanding face amount of the Covered Certificate as of the date of any such sale or other disposition on or after June 18, 2014, or if no sale or disposition has occurred, as of the date the Request for Exclusion is made. A Request for Exclusion shall not be valid and effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court.

If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment out of the Net Settlement Fund.

Pursuant to the terms of a separate supplemental agreement, Wells Fargo has the right to terminate the Settlement if valid Requests for Exclusion are received from persons and entities entitled to be Settlement Class Members in an amount that exceeds an amount agreed to by Plaintiffs and Wells Fargo. Wells Fargo also has the right to take other action as set out in the Supplemental Agreement regarding the Bank of America Reserve Account Trusts if certain opt-out thresholds are met.

Deadline to request exclusion has past.

The law firm of Bernstein Litowitz Berger & Grossmann LLP is representing Plaintiffs and the other Settlement Class Members.

Plaintiffs’ Counsel have been prosecuting the Action on a wholly contingent basis and have not received any payment of attorneys’ fees for their representation of the Settlement Class. Plaintiffs’ Counsel have also advanced the funds to pay expenses incurred to prosecute this Action. For their work over the past 4+ years, Plaintiffs’ Counsel will ask the Court to award attorneys’ fees in an amount not to exceed 20% of the Settlement Amount. In addition, Plaintiffs’ Counsel will apply for reimbursement of Litigation Expenses paid or incurred by Plaintiffs’ Counsel in connection with the institution, prosecution, and resolution of the claims against the Defendant, in an amount not to exceed $9,500,000.

The Court ultimately will decide what constitutes a reasonable award of attorneys’ fees and Litigation Expenses, and may award less than requested by Plaintiffs’ Counsel. Settlement Class Members are not personally liable for any such fees or expenses. Any sums approved by the Court will be paid from the Settlement Amount prior to distributions to Authorized Claimants.

If you are a Settlement Class Member and do not exclude yourself, you could have objected to the Settlement, including the Judgment, the Plan of Allocation, and the request for attorneys’ fees or Litigation Expenses.

Deadline to submit objection has passed.

The Fairness Hearing was held on May 6, 2019 at 10:00 a.m., before the Honorable Charles E. Ramos of the Supreme Court of the State of New York, at the New York County Courthouse, 60 Centre Street, IAS Part 53, Courtroom 691, New York, New York. The Court reserves the right to approve the Settlement, certify the Settlement Class for purposes of the Settlement, approve the Plan of Allocation and Plaintiffs’ Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses, and/or any other matter related to the Settlement at or after the Fairness Hearing without further notice to the Settlement Class Members.

The Court approved the Settlement and Plan of Allocation.

Please note that Wells Fargo does not maintain records identifying beneficial holders of the Certificates, and the Notice has therefore been distributed to, among others, record or registered holders of the Certificates as well other custodians and nominees on behalf of beneficial owners.

If you purchased or hold Certificates for the beneficial interest of persons or organizations other than yourself (as a nominee, custodian, registered holder, investment or account manager, or otherwise), within fourteen (14) calendar days of receipt of the Notice you must either (a) request from the Claims Administrator sufficient copies of the Notice and Proof of Claim Form (the “Notice Packet”) to forward to all such beneficial owners and, within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or (b) provide a list of the names and addresses of all such beneficial owners to BlackRock Wells Fargo Trustee Class Action, c/o JND Legal Administration, P.O. Box 91224, Seattle, WA 98111. If you choose the second option, the Claims Administrator will send a copy of the Notice Packet to the beneficial owners.

Upon compliance with these directions, nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of the Notice and the Proof of Claim Form may also be obtained from the Important Documents section of this website, via email info@blackrockwellsfargotrusteeclassaction.com, or by calling the Claims Administrator toll-free at 1-833-843-2644.

The deadline to file a Claim has passed.

If you are a Settlement Class Member and you do nothing, you will remain a member of the Settlement Class, and you will be bound by any judgment entered in connection with the Settlement. You will not be able to start, continue with, or participate in any lawsuit or other legal proceeding against Defendant on any of the Released Claims. Nor will you be able to obtain any recovery in connection with any lawsuit or other legal proceeding against Defendant on any of the Released Claims with respect to Certificates held on or before the final approval of the Settlement. You also will not receive any money from the Settlement because you must submit a timely and valid Proof of Claim Form to be eligible to receive money from the Settlement.

The Notice contains only a summary of the terms of the Court Approved Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be reviewed by accessing the Court docket in this case through the New York State Unified Court System at https://iappscontent.courts.state.ny.us, or by visiting the County Clerk’s Office of the Supreme Court of New York, County of New York, 60 Centre Street, Room 141B, New York, NY 10007. Additionally, copies of the Stipulation and any related orders entered by the Court are or will be posted on the Important Documents section of this website.

Additional information can also be obtained from the Claims Administrator or Plaintiffs’ Counsel:

DO NOT CALL OR WRITE THE COURT, THE COUNTY CLERK’S OFFICE, DEFENDANT OR ITS COUNSEL REGARDING THE NOTICE.