Frequently Asked Questions

  1. What Is This Case About? What Has Happened So Far?
  2. How Do I Know If I Am Affected By The Settlement?
  3. What Are The Lead Plaintiff's Reasons For The Settlement?
  4. What Might Happen If There Were No Settlement?
  5. How Much Will My Payment Be?
  6. What Rights Am I Giving Up By Agreeing To The Settlement?
  7. What Payment Are The Attorneys For The Class Seeking? How Will The Lawyers Be Paid?
  8. How Do I Participate In The Settlement? What Do I Need To Do?
  9. What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?
  10. When And Where Will The Court Decide Whether To Approve the Settlement? Do I Have To Come To The Hearing? May I Speak At The Hearing If I Don’t Like The Settlement?
  11. What If I Bought Shares On Someone Else’s Behalf?
  12. Can I See The Court File? Whom Should I Contact If I Have Questions?
  13. Is there a class period? Who is in the Class?



1. What Is This Case About? What Has Happened So Far?

On March 26, 2008, a class action complaint was filed against Defendants and certain other defendants in the Supreme Court of the State of New York, Nassau County, Index No. 5675/08, on behalf of all persons or entities who acquired mortgage pass-through certificates and asset-backed pass-through certificates pursuant and/or traceable to certain registration statements and prospectus supplements, asserting certain claims under the Securities Act of 1933 (the “Securities Act”).

On April 25, 2008, the action was removed to the United States District Court, Eastern District of New York, Case No. 08-cv-1713.

On July 24, 2009, the Public Employees' Retirement System of Mississippi ("MissPERS") filed a related action in the United States District Court, Eastern District of New York, Case No. 09-cv-3209, which was then consolidated into Case No. 08-cv-1713 on November 17, 2009.

On November 24, 2009, the Court adopted the Report and Recommendation of U.S. Magistrate Judge Wall, and appointed MissPERS as Lead Plaintiff and its choice of counsel as Lead Counsel over the Action.

On March 8, 2010, Lead Plaintiff filed the consolidated class action complaint (the “Complaint”), alleging claims against the Defendants and certain rating agencies. Defendants and the rating agencies served their motions to dismiss the Complaint on May 7, 2010. MissPERS filed its oppositions to the motions to dismiss on June 21, 2010, and Defendants and the rating agencies served their replies in further support of the motions to dismiss on July 21, 2010.

On July 7, 2011, the claims against the rating agencies in the Complaint were voluntarily dismissed with prejudice.

On December 13, 2011, the Court granted in part and denied in part Defendants’ motion to dismiss, including dismissal of certain claims on the basis that MissPERS lacked standing to pursue claims concerning certificates it did not purchase. The Court’s order was subsequently corrected on February 23, 2012, and modified by order dated September 14, 2012.

On January 11, 2012, Lead Plaintiff requested certification for interlocutory review of the Court’s ruling on standing, which the Court stayed on May 4, 2012. Following the Second Circuit’s decision in NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., Case No. 11-cv-02762 (2d Cir. Sept. 6, 2012), the Court modified its motion to dismiss order on September 14, 2012, and Lead Plaintiff has since prosecuted the Action on behalf of purchasers of the Certificates sold in the 26 Offerings included in the Class.

On November 13, 2012, the Court entered an initial case management order, setting forth a pre-trial schedule and deadlines for, among other things, class certification, fact discovery, expert discovery and summary judgment. Thereafter, the parties engaged in document and deposition discovery in accordance with the case management orders.

On November 30, 2012, Defendants filed their Answer to the Complaint.

On April 11, 2013, Lead Plaintiff served Defendants with its Motion for Class Certification and Appointment of Class Representative and Class Counsel.

In connection with the prosecution of the Action, Lead Plaintiff: conducted an extensive investigation into the alleged untrue statements and omissions; filed a consolidated complaint; opposed Defendants’ motion to dismiss; researched and prepared briefing in support of a motion for class certification; and undertook significant fact discovery, including the review and analysis of more than 28 million pages of documents produced by Defendants and third parties and took depositions of witnesses affiliated with Defendants; and consulted with multiple experts and consultants on the issues raised in the litigation.

On December 13, 2013, after a mediation process and additional extensive arm’s-length negotiations conducted with the assistance of the Honorable Daniel Weinstein (Retired) as mediator, the Settling Parties executed a Term Sheet reflecting an agreement in principle to settle the Action for $280 million, subject to satisfaction of conditions and negotiation of a complete set of settlement terms. The conditions and negotiation of a Stipulation and Agreement of Settlement (the “Stipulation”) were subsequently satisfied, and the parties thereafter executed the Stipulation and filed it with the Court.

On January 14, 2014, the Settling Parties jointly filed a letter motion requesting entry of an amendment to the Third Amended Case Management Order and informing the Court of their settlement in principle. The Court granted that motion and so ordered entry of the Fourth Amended Case Management Order on January 15, 2014.

Lead Plaintiff and Lead Counsel agree that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.

After a hearing on May 1, 2014, the Court preliminarily approved the Settlement, authorized the Notice to be sent to potential Class Members, and scheduled the Final Approval Hearing to consider whether to grant final approval to the Settlement.

Update: The Settlement was approved. The Order and Final Judgment is available on the Court Documents page.

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2. How Do I Know If I Am Affected By The Settlement?

If you are a Member of the Class, you are subject to the Settlement unless you timely request to be excluded. The Class consists of all Persons who purchased or otherwise acquired Certificates pursuant or traceable to the Offerings and were damaged thereby. Excluded from the Class are (1) Defendants and their respective officers, affiliates and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assigns, and any entity in which Defendants have or had a controlling interest, except that affiliates and entities in which Defendants have or had a controlling interest other than Investment Vehicles (which are excluded only to the extent provided for in the definition of Investment Vehicles in the Stipulation) are excluded from the Class only to the extent that such entities themselves had a proprietary (i.e., for their own account) interest in the Certificates and not to the extent that they held the Certificates in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the Class; (2) Persons that have separately asserted and/or pursued their claims against Defendants, including by filing individual actions and/or privately entered into confidential tolling agreements with Defendants, as such Persons are identified on Appendix 1 to the Stipulation, which shall be kept confidential by the Settling Parties and the Claims Administrator and redacted or filed under seal in any public filing of the Stipulation. The Class also does not include those persons and entities who validly request exclusion from the Class pursuant to the Notice (see “What If I Do Not Want To Participate In The Class And The Settlement? How Do I Exclude Myself?,” below). Anyone with questions as to whether or not they are excluded from the Class may call the Claims Administrator toll-free at (877) 900-6285.

RECEIPT OF THE NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO BE POTENTIALLY ELIGIBLE TO RECEIVE A DISTRIBUTION OF THE SETTLEMENT PROCEEDS, YOU MUST COMPLETE, SIGN AND SUBMIT A CLAIM FORM POSTMARKED NO LATER THAN SEPTEMBER 6, 2014.

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3. What Are The Lead Plaintiff's Reasons For The Settlement?

Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit. Lead Plaintiff and Lead Counsel recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the difficulties in establishing liability, obtaining class certification and establishing damages. Lead Plaintiff and Lead Counsel have considered the uncertain outcome and risk in complex lawsuits like this one.

In light of the amount of the Settlement and the immediacy of recovery to the Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial benefit now, namely $280 million (less the various deductions described in the Notice), as compared to the risk that the claims would produce a similar, smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied and continue to deny each and all of the claims alleged by Lead Plaintiff in the Action. Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants also have denied and continue to deny, among other things, the allegations that Lead Plaintiff or the Class have suffered any damage, or that Lead Plaintiff or the Class were harmed by the conduct alleged in the Action. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in a complex case such as this. Nonetheless, Defendants have concluded that further conduct of the Action would be protracted and expensive, and that it is desirable that the Action be fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulation.

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4. What Might Happen If There Were No Settlement?

If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of its claims, neither Lead Plaintiff nor the Class would recover anything from Defendants. If Lead Plaintiff were not to succeed in obtaining class certification, Defendants may have asserted the defense that the claims of Class Members were untimely under applicable statutes of limitations and statutes of repose. Also, if Defendants were successful in proving any of their defenses, the Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

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5. How Much Will My Payment Be?

Defendants have agreed to cause to be paid Two Hundred Eighty Million Dollars ($280,000,000) in cash into escrow for the benefit of the Class. At this time, it is not possible to make any determination as to how much individual Class Members may receive from the Settlement. Lead Plaintiff has proposed a plan for allocating the net settlement fund to those Class Members who timely submit valid Proof of Claim Forms (the “Plan of Allocation”). The Plan of Allocation proposed by Lead Plaintiff is included with the Notice.

Payment pursuant to the Plan of Allocation shall be conclusive against all Authorized Claimants. No Person shall have any claim based on distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further order(s) of the Court against Lead Counsel, Lead Plaintiff, Plaintiffs’ Counsel, Class Members, the Claims Administrator, Defendants and the other Released Parties (defined below), or any person designated by Lead Counsel. All Members of the Class who fail to timely submit an acceptable Claim Form by the deadline set by the Court, or such other deadline as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Settlement, but will in all other respects be subject to and bound by the terms of the Settlement, including the release of the Class Member’s Released Claims.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Member of the Class.

The Plan of Allocation appended hereto is the proposed plan submitted by Lead Plaintiff and Lead Counsel for the Court’s approval. The Court may approve this plan as proposed or it may modify it without further notice to the Class.

Each Claimant shall be deemed to have submitted to the jurisdiction of the United States District Court for the Eastern District of New York with respect to his, her or its Proof of Claim.

Persons and entities that exclude themselves from the Class will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Proof of Claim Forms.

Update: The Settlement and the Plan of Allocation were approved. The Plan of Allocation is available with the Notice, and the Order and Final Judgment is available on the Court Documents page.

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6. What Rights Am I Giving Up By Agreeing To The Settlement?

If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that Lead Plaintiff and all other Class Members shall have released, dismissed and forever discharged the Released Claims (as defined below), including Unknown Claims (as defined below) against each and all of the Released Parties (as defined below)

"Released Claims" means all claims and causes of action of every nature and description, whether known or Unknown, whether arising under federal, state, common or foreign law, that relate to the purchase, other acquisition, sale, or holding of the Certificates sold in the Offerings and that Lead Plaintiff or any other Member of the Class (a) asserted in the Complaint, or (b) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, or representations or omissions involved, set forth, or referred to in the Complaint. “Released Claims” shall not include derivative claims, including contractual claims, belonging to the issuing trusts. Nothing in the Stipulation shall be construed to suggest or imply that any derivative claims exist or have merit.

"Released Parties" means: (a) the Defendants; and (b) the Defendants’ current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their respective capacities as such.

"Unknown Claims" means any and all Released Claims that Lead Plaintiff and/or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Released Parties’ Claims that the Released Parties do not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its settlement with and release of the Released Parties (or Lead Plaintiff, as appropriate), or might have affected his, her or its decision not to object to this Settlement or not exclude himself, herself or itself from the Class. With respect to any and all Released Claims and Released Parties’ Claims, the parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and each Class Member and Released Party shall be deemed to have waived, and by operation of the Order and Final Judgment shall have expressly waived, 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 state or territory of the United States, or principle of common law, or the law of any foreign jurisdiction, that is similar, comparable or equivalent 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.

Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally and forever settled and released any and all Released Claims, known or Unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including conduct which is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and Class Members and Released Parties by law and operation of the Order and Final Judgment shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Parties’ Claims was separately bargained for and was a material element of the Settlement.

The Judgment also will provide that Defendants and each of the other Released Parties shall have released, dismissed and forever discharged all Released Parties’ Claims against Lead Plaintiff, Lead Counsel, and any other Class Member. “Released Parties’ Claims” means any and all claims and causes of action of every nature and description, whether known or Unknown, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against the Defendants in the Action, except for claims relating to the enforcement of the Settlement, against Lead Plaintiff, Lead Counsel, or any other Class Member.

Update: The Settlement was approved. The Order and Final Judgment is available on the Court Documents page.

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7. What Payment Are The Attorneys For The Class Seeking? How Will The Lawyers Be Paid?

Lead Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Class, nor have Lead Counsel been reimbursed for their out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel intend to apply to the Court for an award of attorneys’ fees to Lead Counsel from the Settlement Fund in an amount not to exceed 17% of the Settlement Fund, plus interest. At the same time, Lead Counsel also intends to apply for the reimbursement of Litigation Expenses to Plaintiffs’ Counsel (which may include the reasonable costs and expenses of Lead Plaintiff directly related to its representation of the Class), in an amount not to exceed $1.5 million, plus interest. The Court will determine the amount of the award.

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8. How Do I Participate In The Settlement? What Do I Need To Do?

If you purchased or otherwise acquired the Certificates and fall within the definition of the Class as described above, and you are not excluded by the definition of the Class and you do not elect to exclude yourself from the Class, then you are a Class Member, and you will be bound by the proposed Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Class. If you are a Class Member, you must submit a Claim Form and supporting documentation to establish your potential entitlement to share in the proceeds of the Settlement. A Claim Form is included with the Notice, or you may download a Claim Form from this website. You may also request a Claim Form by calling toll-free (877) 900-6285. Copies of the Claim Form can also be downloaded from Lead Counsel’s websites at www.blbglaw.com and www.wolfpopper.com. Those who exclude themselves from the Class, and those who do not submit timely and valid Claim Forms with adequate supporting documentation, will not be entitled to share in the proceeds of the Settlement. Please retain all records of your ownership of, or transactions in the Certificates, as they may be needed to document your Claim.

As a Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys listed in the section entitled, “When and Where Will the Court Decide Whether to Approve the Settlement?” below.

If you do not wish to remain a Class Member, you may exclude yourself from the Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?” below. If you exclude yourself from the Class, you will not be eligible to receive any benefit from the Settlement and you should not submit a Claim Form, but you will retain the right to be a part of any other lawsuit against any of the Released Parties (as defined above) with respect to any of the Released Claims (as defined above).

If you wish to object to the Settlement or any of its terms, the proposed Plan of Allocation, Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, or certification of the Class, and if you do not exclude yourself from the Class, you may present your objections by following the instructions in the section entitled, “When and Where Will the Court Decide Whether to Approve the Settlement?” below. If you exclude yourself from the Class, you are not entitled to submit an objection.

Update: The Settlement was approved. The Order and Final Judgment is available on the Court Documents page.

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9. What If I Do Not Want To Be A Part Of The Settlement? How Do I Exclude Myself?

The exclusion deadline has passed, and the Settlement has been approved.

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10. When And Where Will The Court Decide Whether To Approve the Settlement? Do I Have To Come To The Hearing? May I Speak At The Hearing If I Don’t Like The Settlement?

The Hearing was held on July 24, 2014, and the Settlement has been approved.

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11. What If I Bought Shares On Someone Else’s Behalf?

If you purchased or otherwise acquired the Certificates included in the Class definition for the beneficial interest of a person or organization other than yourself, you must either (i) send a copy of the Notice to the beneficial owner of such Certificates, postmarked no later than seven (7) days after you receive the Notice, or (ii) provide to JP Morgan RMBS Settlement, c/o GCG, P.O. Box 35120, Seattle, WA 98124-5120, the names and addresses of such persons no later than seven (7) days after you receive the Notice. If you choose the second option, the Claims Administrator will send a copy of the Notice to the beneficial owner. Upon full compliance with these directions, such 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 may also be obtained by calling toll-free (877) 900-6285, and may be downloaded from this website or from Lead Counsel’s websites, www.blbglaw.com or www.wolfpopper.com.

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12. Can I See The Court File? Whom Should I Contact If I Have Questions?

The Notice contains only a summary of the terms of the proposed Settlement. More detailed information about the matters involved in the Action is available on this website, including, among other documents, copies of the Stipulation, Proof of Claim Form, and the Complaint. All inquiries concerning the Notice or the Claim Form should be directed to:

JP Morgan RMBS Settlement
c/o GCG
P.O. Box 35120
Seattle, WA 98124-5120
Toll-free number: (877) 900-6285

OR

David R. Stickney, Esq.

BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
12481 High Bluff Drive, Suite 300
San Diego, CA 92130
(866) 648-2524
blbg@blbglaw.com

- or -

Marian P. Rosner, Esq.

WOLF POPPER LLP
845 Third Avenue, 12th Floor
New York, NY 10022
(877) 370-7703
irrep@wolfpopper.com

Lead Counsel

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF COURT REGARDING THE NOTICE.

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13. Is there a class period? Who is in the Class?

The Class is not defined by a time frame. Rather, the Class consists of all Persons who purchased or otherwise acquired Certificates pursuant or traceable to the Offerings and were damaged thereby. "Certificate" means each publicly-offered certificate issued in one of the Offerings pursuant or traceable to Defendants’ registration statements dated July 29, 2005 (as amended) and December 7, 2005 (as amended), and to the prospectus and prospectus supplements that were used to offer or sell each. Please refer to Table A for a list of all of the included Certificates and their associated CUSIPs.

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Important Dates
DateDeadline
September 6, 2014[Expired] Claim Form Deadline
(postmarked)
July 3, 2014
[Expired]
Exclusion Deadline
(received)
July 3, 2014
[Expired]
Objection Deadline
(filed and received)
July 24, 2014
at 10:00 a.m.
[Approved]
Final Approval Hearing

Your Options

  • To find out details regarding the Settlement, please consult the Notice