No, you are not being sued.  This is not a lawsuit against you.  Instead, you may be a qualified class member in class action litigation settlement involving specific Merrill Lynch Bond Securities and potentially entitled to compensation.

On or about March 13, 2009, Bond Plaintiffs filed an Amended Complaint alleging, among other things, that the offering materials for the Bond Class Securities failed to accurately disclose the existence and value of tens of billions of dollars of complex derivative securities linked to subprime residential mortgages and Merrill’s material dependence on certain financial guarantors to hedge those and other exposures to derivative securities.

Defendants deny any wrongdoing.  The proposed settlement is neither an admission of wrongdoing nor an acknowledgement that any law was violated.  Instead, the parties entered into this settlement agreement to avoid further expense, inconvenience, and uncertainty associated with a court trial.

The detailed terms of the Proposed Settlement are contained in the Notice.

In summary, the settlement creates a one hundred fifty million dollar ($150,000,000.00) fund to pay all qualified claims, as well as attorneys’ fees and expenses resulting from this litigation.  Bond Plaintiffs and Class Counsel believe that the recoveries provided by this Proposed Settlement are fair and reasonable, and outweigh the speculative nature of proceeding to trial.

To be eligible for any payment, your timely, complete, and documented Claim Form must be postmarked on or before January 4, 2010. All forms postmarked after this date will be late and may be denied.

To aid in the submission of your Claim, you may create a Claim Form to be mailed in by accessing the Online Claims Processing feature.

You may be a Class Member if:

1. You purchased or otherwise acquired specific Bond Class Securities of Merrill Lynch & Co., Inc.,
2. Anytime from the dates they were first offered to the public for sale, through and including January 15, 2009; and,
3. Were damaged thereby.

As explained more thoroughly in the Notice, only the following securities are included in this lawsuit:

1. 8.625% Non-Cumulative Preferred Stock, Series 8 (Cusip: 060505559 formerly known as 59023V373) (“Preferred Stock”);
2. 6.11% Subordinated Notes due January 29, 2037 (Cusip: 59022CAJ2) (“6.11% Notes”);
3. 5.70% Subordinated Notes due May 2, 2017 (Cusip: 59022CCS0) (“5.70% Notes”);
4. Medium-Term Notes, Series C (Cusip: 59018YE72) (“Medium-Term Notes”);
5. 6.05% Medium-Term Notes, Series C (Cusip: 59018YJ36) (“6.05% Notes”);
6. 6.40% Medium-Term Notes, Series C (Cusip: 59018YJ69) (“6.40% Notes”);
7. 5.45% Medium-Term Notes, Series C (Cusip: 59018YM40) (“5.45% Notes”);
8. 6.15% Medium-Term Notes, Series C (Cusip: 59018YN56) (“6.15% Notes”);
9. 6.875% Medium-Term Notes, Series C (Cusip: 59018YN64) (“6.875% Notes”); and,
10. 7.75% Subordinated Notes (Cusip: 59023VAA8) (“7.75% Notes”).

According to the terms of the settlement, you have four options:

First, you may submit a claim.  This is the only way to get a payment. If you wish to obtain a payment as a Class Member, you will need to file a Proof of Claim form postmarked no later than January 4, 2010.  You may download a Claim Form from this website, or you may create a Claim Form using the Online Claims Processing feature. Both options require to you submit the completed Claim Form along with supporting documentation.

Second, you may exclude yourself from the settlement.  To exclude yourself from the settlement, you must send a letter to the Claims Administrator, received no later than November 9, 2009, and following the instructions listed in paragraph 76 of the Notice. 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, however you will receive no payment or other benefit from this litigation.

Third, you may object to the settlement.  To object to any part of the settlement, you must send a signed letter stating that you object to the proposed settlement.  A copy of the objection letter must be received by the Court, by Bond Counsel, and by Defense Counsel no later than November 9, 2009.  Please refer to paragraph 81 of the Notice for complete details on how to object to the settlement.

Finally, you may do nothing.  If you do nothing you will still be bound by the terms of the settlement, but will not receive payment from the Settlement Fund.

To be eligible for any payment, your timely, complete, and documented Claim Form must be postmarked on or before January 4, 2010. All forms postmarked after this date will be late and the claim denied.

Additionally, you can generate a claim submission by using the Online Claims Processing feature. Your entries will be organized into an easily read PDF claim form, which must then be signed and submitted with your supporting documentation to the Claims Administrator postmarked on or before January 4, 2010.

Yes—the Court appointed Bernstein Litowitz Berger & Grossmann LLP (“Bond Counsel”) to serve as Bond Counsel and to represent all class members.

You will not be charged for Bond Counsel’s services.  Bond Counsel will apply to the Court for an award of attorneys’ fees to Plaintiffs’ Counsel from the Settlement Fund in an amount not to exceed 15% of the Settlement Fund, and, for reasonable costs of litigation expenses not to exceed $750,000.00

Any questions regarding the Settlement or other legal issues should be directed to:

Mark Lebovitch, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1285 Avenue of the Americas
New York, NY 10019
Ph: (800) 380-8496 Em: blbg@blbglaw.com

You do not need to retain a lawyer because Bond Counsel represents the interests all class members.  However, if you wish to retain your own lawyer, you may do so at your own expense.

At the Settlement Hearing, the Court will determine whether the Settlement and Plan of Allocation should be approved as fair, reasonable, and adequate.  The Court will also consider whether the Bond Counsel’s motion for attorneys’ fees and litigation expenses should be approved, and, whether the litigation should be dismissed and the claims released.

The Settlement Hearing is scheduled for 4:00 P.M. on November 23, 2009 before the Honorable Jed S. Rakoff at the United States District Court for the Southern District of New York, 500 Pearl Street, Courtroom 14B, New York, New York, 10007.

You are not required to attend the Settlement Hearing.  Bond Counsel will attend and present on behalf of all potential Class Members.

However, if you remain a Class Member, and object to any aspect of the settlement, the Plan of Allocation, or the application for attorneys’ fees and expenses, you may appear and be heard at the Settlement Hearing.

Any person wishing to appear and address the Court must submit a written notice of objection that complies with the instruction in paragraph 81 of the Notice and must file your objection with the Court, Bond Counsel, and Defense Counsel at the addresses listed in the Notice.  Your complete objection submission must be received on or before November 9, 2009.

You have the right to exclude yourself—otherwise known as “opting-out”—from the Settlement.  By excluding yourself, you will receive no payment or other benefit, if any, from this litigation, but you retain the right to file a lawsuit at your own expense.

To be valid, your completed request for exclusion must be received by the Claims Administrator on or before November 9, 2009.  Requests for exclusion must comply with all instructions listed on page 81 of the Notice.

First review all documents provided in the Case Documents section.  Should questions remain thereafter, please contact the Claims Administrator for the Merrill Bond Action Settlement at 1-877-441-2792.

All legal questions should be directed to Bond Counsel.