About the Administrator • Contact Information
What is this case about?
The United States Securities and Exchange Commission (“SEC”) filed enforcement actions against Bank of America Corporation (“BAC”) alleging that BAC violated the federal proxy regulations in the merger between BAC and Merrill Lynch & Co., Inc. (“Merrill”) that closed on January 1, 2009. As part of a settlement of those actions approved by the Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York on February 22, 2010, BAC paid approximately $150 million into a Fair Fund that will be distributed to investors injured by the alleged misconduct.
What is the Fair Fund?
The Fair Fund is comprised of the $150,000,000 paid by Bank of America to the Clerk of the Court pursuant to the Court's Final Judgment, dated February 24, 2010. These funds will be distributed to Eligible Claimants pursuant to the Court-approved Plan of Distribution.
Who is the Distribution Agent?
By Order dated April 5, 2010, the Court appointed Rust Consulting, Inc. as Distribution Agent to implement the distribution.
Why did I receive a Notice Packet?
You received a Notice Packet because records provided to the Distribution Agent indicate that you may potentially be eligible to share in the Fair Fund.
Who is deemed eligible to share in the Fair Fund?
With exception of the excluded parties (see next question), an Eligible Claimant is defined as: All persons and entities who held shares of Bank of America Corporation common stock as of the close of trading on January 16, 2009 other than shares of BAC common stock that were received as a result of the exchange of shares of Merrill common stock for shares of Bank of America Corporation common stock in connection with Bank of America Corporation’s acquisition of Merrill.
Who is excluded from participating in the Fair Fund?
You are not eligible to share in the Fair Fund if you are: a) a current or former BAC or Merrill officer or director who had access to the allegedly undisclosed information that is the subject of the Actions (or an assign, heir, distribute, spouse, parent, child, or controlled entity of theirs); b) any Person who: (i) assigned its rights to a recovery in the SEC’s lawsuit against BAC to a third party; or (ii) is the assignee of a third party’s rights to any such recovery (other than by right of inheritance or devise); or c) any Person who is not entitled to receive at least $10.00 in distribution funds under the terms set forth in the Plan of Allocation.
Will I be charged for participating in the Fair Fund?
No. There is no fee for submitting a claim to share in the Fair Fund.
How do I participate in the Fair Fund?
To participate in the Fair Fund you must submit a complete Proof of Claim Form, which must be postmarked by November 12, 2010 and mailed to the following address: SEC v. Bank of America Corp. Fair Fund c/o Rust Consulting, Inc. Distribution Agent P.O. Box 2357 Faribault, MN 55021-9057
You may obtain a copy of the Proof of Claim Form by clicking on the Notice/Claim Form link above.
What happens if I do nothing at all?
If you do not submit a Proof of Claim Form, you will not receive any payment in connection with the Distribution, regardless of whether you are otherwise an Eligible Claimant.
Do I give up any legal rights by submitting a claim?
By participating in the distribution of the Distribution Fund, Eligible Claimants will not be releasing any rights or claims they may have against any party, including but not limited to BAC and BAC’s present or former officers and directors.
What is considered appropriate supporting documentation?
Appropriate supporting documentation will be monthly statements from brokerage firms that detail the total amount of shares of Bank of America and Merrill Lynch common stock (if applicable) held by the claimant at the close of trading on December 31, 2008 and also at the close of trading on January 16, 2009. Please note that all documentation must also include the name of the claimant/beneficial owner.
What is the deadline for submitting my Proof of Claim Form?
For your claim to be considered, it must be postmarked by November 12, 2010 and sent to the following address:
SEC v. Bank of America Corp. Fair Fund c/o Rust Consulting, Inc. Distribution Agent P.O. Box 2357 Faribault, MN 55021-9057
Will I be notified if my claim is incomplete or deficient?
Yes. If your Proof of Claim Form is incomplete or deficient, you will receive a Claim Deficiency Notice detailing the reason(s) why the claim is deficient and advising you of the opportunity to cure such deficiency. You will have 21 days to cure your deficiency.
May a financial institution file a Proof of Claim Form on behalf of multiple clients?
Yes, financial institutions may file on behalf of their proprietary accounts and may also file on behalf of their clients, if they are authorized to do so and provide us with valid written authorization. If a financial institution would like to file for their clients, it would best to file such claims together and electronically. Instructions for filing electronically can be obtained by clicking on the "Broker/Nominee" link above.
How will my loss be calculated?
Your loss will be calculated in accordance with the Court Approved Plan of Allocation, a copy of which is included in the Notice available at www.secbacfairfund.com. Each Eligible Claimant’s Claim Amount is calculated based on the number of: (1) shares of BAC common stock the Eligible Claimant held as of the close of trading on December 31, 2008; (2) shares of BAC common stock the Eligible Claimant received in exchange for Merrill shares in the merger as of January 1, 2009; and (3) shares of BAC common stock the Eligible Claimant held as of the close of trading on January 16, 2009. You must have held BAC shares as of January 16, 2009 to calculate a Claim Amount.
How much money will I receive if my claim is approved?
The SEC has prepared a Plan of Allocation that provides a mathematical formula for the Distribution Agent to determine each Eligible Claimant’s Approved Claim based upon the number of each Eligible Claimant’s eligible shares of BAC common stock (“Claim Amount”). No Approved Claim from an Eligible Claimant will result in a paid distribution of less than $10.00. The Net Distribution Fund will be allocated to the Eligible Claimant’s pro rata based upon the ratio of the Approved Claim of each Eligible Claimant to the aggregate Approved Claims of all Eligible Claimants.
When will I receive payment, if my claim is accepted?
The Distribution Agent estimates that distributions from the Distribution Fund will be made by the end of 2011, although this is only an estimate and may be subject to change.
As of January 16, 2009, I was a participant in a Bank of America 401(k) plan with some of my account invested in the plan’s Bank of America Corporation Common Stock Fund. Do I need to submit a claim for this SEC Fair Funds settlement for any Bank of America stock that I owned through that plan?
No. Your Bank of America 401(k) plan will file a proof of claim for all of the eligible shares of Bank of America stock that the plan held as of January 16, 2009. Therefore, individual participants in the plan do not need to file – and should not file – their own proofs of claim for their 401(k) holdings.
As of January 16, 2009, I was a participant in Merrill Lynch’s Savings and Investment Plan (SIP), Retirement Accumulation Plan (RAP), or Employee Stock Ownership Plan (ESOP) with some of my account invested in Bank of America stock. Do I need to submit a claim for this SEC Fair Funds settlement for any Bank of America stock that I owned through any of these Merrill Lynch plans?
No. Your Merrill Lynch plan – SIP, RAP and/or ESOP – will file a proof of claim for all of the eligible shares of Bank of America stock that it held as of January 16, 2009. Therefore, individual participants in these Merrill Lynch plans do not need to file – and should not file – their own proofs of claim for their Merrill Lynch SIP, RAP and/or ESOP holdings.
I am a current or former Bank of America or Merrill Lynch associate with an account in Merrill Lynch’s Savings and Investment Plan (SIP), Retirement Accumulation Plan (RAP), or Employee Stock Ownership Plan (ESOP), but I don't know if any of my plan account was invested in Bank of America stock as of January 16, 2009. How can I get that information?
First of all, you should know that, if you owned any Bank of America stock through your Merrill Lynch SIP, RAP and/or ESOP plan, you do not need to submit a claim for those shares. The plan will file a proof of claim for this SEC Fair Funds settlement for all of the eligible shares of Bank of America stock that the plan held as of January 16, 2009.
Please note that, under the terms of the court-ordered settlement, certain shares of Bank of America stock are not eligible to participate in the Fair Funds distribution – including any shares of Bank of America common stock that were received as a result of the exchange of shares with Merrill Lynch common stock as part of Bank of America’s acquisition of Merrill Lynch on January 1, 2009. This means that any shares of Bank of America common stock that your Merrill Lynch SIP, RAP, or ESOP account held on January 16, 2009 that represented exchanged shares of Merrill Lynch common stock are not eligible to participate in the Fair Funds distribution – and proofs of claim cannot be filed by anyone for these shares. The only shares of Bank of America stock held in your account that would be eligible to participate in the Fair Funds distribution would be those shares of Bank of America stock, if any, that your account acquired outside of the exchange of shares that took place as part of Bank of America’s acquisition of Merrill Lynch. This means that for many Merrill Lynch plan participants, either none or only a small number of their shares in Bank of America stock held as of January 16, 2009 will be eligible.
That said, if you are still interested in learning whether you owned any Bank of America stock through the Merrill Lynch SIP, RAP, or ESOP that may be eligible to participate in the Fair Funds distribution, you can reference your quarterly statements for the fourth quarter of 2008 and the first quarter of 2009 from Merrill Lynch Retirement & Philanthropic Services that outline your retirement holdings. Your fourth quarter of 2008 quarterly statement as of December 31, 2008, in conjunction with your first quarter of 2009 quarterly statement as of March 31, 2009, will provide you with the best available information about your retirement holdings, if any, of Bank of America stock. If you should have any questions related to your quarterly statements from Merrill Lynch Retirement & Philanthropic Services, please contact the Bank of America Employee Retirement Savings Center at 800-637-4015.
I am a current or former Bank of America associate with an account in a Bank of America 401(k) plan, but I don't know if any of my plan account was invested in the plan’s Bank of America Corporation Common Stock Fund as of January 16, 2009. How can I get that information?
First of all, you should know that, if you owned any Bank of America stock through your Bank of America 401(k) plan, you do not need to submit a claim for those shares. The plan will file a proof of claim for this SEC Fair Funds settlement for all of the eligible shares of Bank of America stock that the plan held as of January 16, 2009. That said, if you are still interested in learning whether you owned any Bank of America stock through your Bank of America 401(k) plan, you can reference your quarterly statements for the fourth quarter of 2008 and the first quarter of 2009 from Fidelity Investments that outline your retirement holdings. Your fourth quarter of 2008 quarterly statement as of December 31, 2008, in conjunction with your first quarter of 2009 quarterly statement as of March 31, 2009, will provide you with the best available information about your retirement holdings, if any, in the plan’s Bank of America Common Stock Fund. If you should have any questions related to your quarterly statements from Fidelity Investments, please contact the Bank of America Personnel Center at 800-556-6044.
First of all, you should know that, if you owned any Bank of America stock through your Bank of America 401(k) plan, you do not need to submit a claim for those shares. The plan will file a proof of claim for this SEC Fair Funds settlement for all of the eligible shares of Bank of America stock that the plan held as of January 16, 2009.
That said, if you are still interested in learning whether you owned any Bank of America stock through your Bank of America 401(k) plan, you can reference your quarterly statements for the fourth quarter of 2008 and the first quarter of 2009 from Fidelity Investments that outline your retirement holdings. Your fourth quarter of 2008 quarterly statement as of December 31, 2008, in conjunction with your first quarter of 2009 quarterly statement as of March 31, 2009, will provide you with the best available information about your retirement holdings, if any, in the plan’s Bank of America Common Stock Fund. If you should have any questions related to your quarterly statements from Fidelity Investments, please contact the Bank of America Personnel Center at 800-556-6044.
As of January 16, 2009, I was a participant in the Countrywide Financial Corporation Savings and Investment Plan with some of my account invested in that plan’s Bank of America Corporation Common Stock Fund. Do I need to submit a claim for this SEC Fair Funds settlement for any Bank of America stock that I owned through the Countrywide 401(k) plan?
No. The Bank of America 401(k) Plan for Legacy Companies, which is the successor by merger to the Countrywide 401(k) plan, will file a proof of claim for all of the eligible shares of Bank of America stock that the Countrywide 401(k) plan held as of January 16, 2009. Therefore, individuals who participated in the Countrywide 401(k) plan do not need to file – and should not file – their own proofs of claim for their Countrywide 401(k) holdings.
Please do not contact either Bank of America Corporation or the SEC about this matter. Any and all callers will be directed to this website. If you have questions, please refer to the FAQ’s and the other information posted here.
This site is not operated by Bank of America Corporation. This case is supervised by the SEC and is administered by a claims administration firm that handles all aspects of claims processing. Bank of America Corporation is not authorized to respond to questions regarding the case.
View our Privacy Statement