preliminary approval

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07685.1127/8716911.3 1 4:12-cv-00664-YGR PRELIMINARY APPROVAL ORDER

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA — OAKLAND DIVISION

LATARA BIAS, ERIC BREAUX, and TROY LYNNE MORRISON, individually, and on behalf of other members of the general public similarly situated,

Plaintiffs,

vs. WELLS FARGO & COMPANY, a Delaware corporation, and WELLS FARGO BANK, N.A., a national association,

Defendants.

Case No. 4:12-cv-00664-YGR [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE *AS MODIFIED BY THE COURT*

WHEREAS, on October 26, 2016, the Parties to the above-entitled action (the “Action”)

entered into a Settlement Agreement (the “Agreement”), annexed hereto as Exhibit C, which is

subject to review by this Court and which, together with the exhibits thereto, sets forth the terms

and conditions for the proposed Settlement of the claims alleged in the Action on the merits and

dismissal of the Action with prejudice; and the Court having read and considered the Agreement

and the accompanying documents; and the parties to the Agreement having consented to the entry

of this Order; and all capitalized terms used herein having the meanings defined in the Agreement;

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. The Court certified this case as a class action on December 17, 2015, and notice of

the class action was provided to Class Members on June 9, 2016.

Case 4:12-cv-00664-YGR Document 256 Filed 12/22/16 of 56

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2. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes

of the Settlement only, the Settlement Class consists of all residents of the United States of

America who had a residential mortgage serviced by Wells Fargo Bank, N.A., or its subsidiaries

or divisions, and who paid for one or more Broker’s Price Opinions charged by Wells Fargo

(through PAS), for an amount greater than the amount Wells Fargo (through PAS) paid a third

party vendor for the corresponding [BPO], from May 6, 2005 through July 1, 2010. Excluded

from the Settlement Class are Defendants, any entity in which a Defendant has a controlling

interest or is a parent or subsidiary of, or any entity that is controlled by a Defendant, and any of

Defendants’ officers, directors, employees, affiliates, legal representatives, heirs, predecessors,

successors, and assigns. Also excluded from the Settlement Class are Class Members who timely

and validly request to exclude themselves from or Opt-Out of the Class by the deadline.

3. For all of the reasons set forth in this Court’s Order dated December 17, 2015, and

solely for purposes of effectuating the Settlement, the Court preliminarily finds that (i) the

members of the Class are so numerous that joinder of all Class members in the Action would be

impracticable; (ii) there are questions of law and fact common to the Class that predominate over

individual questions; (iii) the claims of Plaintiffs are typical of the claims of the Class;

(iv) Plaintiffs and Class Counsel can fairly and adequately represent and protect the interests of

Class members; and (v) a class action is superior to other available methods for the fair and

efficient adjudication of the controversy, considering the interests of the Class members in

individually controlling the prosecution of separate actions, the extent and nature of any litigation

concerning the controversy already commenced by Class members, the desirability or

undesirability of continuing the litigation of these claims in this particular forum, and the

difficulties likely to be encountered in the management of a class action.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby

certifies, solely for purposes of effectuating the Settlement and for no other purpose, Plaintiffs

Latara Bias, Eric Breaux and Troy Lynne Morrison as representatives of the Class, and appoints

Baron & Budd, P.C.; Cossich, Sumich, Parsiola and Taylor; and Kingsmill Riess, LLC as Class

Counsel.


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5. The Court preliminarily finds that:

(a) the proposed Settlement resulted from informed, extensive arm’s-length

negotiations, including mediation under the direction of an experienced mediator, the Hon. Irma E.

Gonzalez, U.S. District Court Judge (Ret.);

(b) Class Counsel has concluded that the proposed Settlement is fair, reasonable and

adequate; and

(c) the proposed Settlement is sufficiently fair, reasonable, and adequate to warrant

sending Notice of Settlement to the Class.

6. A hearing (the “Settlement Fairness Hearing”) is hereby scheduled to be held

before the Court on April 4, 2017, at 2:00 p.m. at the United States District Court, Northern

District of California, U.S. District Courthouse, 1301 Clay Street, Courtroom 1— 4th Floor,

Oakland, California 94612, to determine whether: (a) the proposed Settlement of the Action for a

$50,000,000 Settlement Fund should be approved by the Court as fair, reasonable, and adequate;

(b) the Final Judgment as provided under the Agreement should be entered, dismissing the Second

Amended Class Action Complaint filed in the Action on the merits and with prejudice; (c) the

release by the Class of the Released Claims, as set forth in the Agreement, should be provided to

Wells Fargo and the Released Parties; (d) to award Class Counsel attorneys’ fees and expenses out

of the Settlement Fund; (e) to grant Plaintiffs’ request for Service Awards for the time and effort

they expended in prosecuting this action on behalf of the Class out of the Settlement Fund; (f) to

determine whether an order should be entered barring and enjoining Plaintiffs and all Settlement

Class Members from instituting, commencing, maintaining or prosecuting, either directly,

indirectly, or in a representative capacity, any action in any court or tribunal asserting any

Released Claims against any of the Released Parties; and (g) to rule upon such other matters as the

Court may deem appropriate.

7. The Court reserves the right to approve the Settlement with or without modification

and with or without further notice to the Class and may adjourn the Settlement Fairness Hearing

without further notice to the Class. The Court reserves the right to enter its Final Judgment

approving the Settlement and dismissing the Second Amended Complaint on the merits and with


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prejudice regardless of whether it has approved Plaintiffs’ request for service awards, or Class

Counsel’s application for an award of attorneys’ fees and expenses.

8. The Court approves the form, substance and requirements of the Notice of

Proposed Settlement of Class Action (the “Notice”), the Summary Notice of Proposed Settlement

of Class Action (the “Summary Notice”), annexed hereto as Exhibits A and B.

9. The Court approves the appointment of Epiq Systems, Inc. as the Class

Administrator.

(a) The Class Administrator shall cause the Notice, substantially in the form annexed

hereto, to be mailed, by first class mail, postage prepaid, by January 10, 2017, to all Settlement

Class Members.

(b) The Class Administrator shall cause the Summary Notice to be published, by

January 24, 2017, once in Sports Illustrated, once in People Magazine, and once over the PR

Newswire. The Notice and Agreement shall be posted on the website www.BiasvWellsFargo.com

(the “Settlement Website”), that the Class Administrator will establish for this Action.

(c) Plaintiffs’ Counsel shall, at or before the Settlement Fairness Hearing, file with the

Court proof of mailing of the Notice of Settlement, establishment of the Settlement Website, and

proof of publication of the Summary Notice.

(d) The form and content of the Notice and the Summary Notice, and the method set

forth herein of notifying the Settlement Class of the Settlement and its terms and conditions, meet

the requirements of the Federal Rules of Civil Procedure and due process, constitute the best

notice practicable under the circumstances, and shall constitute due and sufficient notice to all

persons and entities entitled thereto.

10. Settlement Class Members shall be bound by the Settlement and all determinations

and judgments in this Action concerning the Settlement, including, but not limited to the releases

provided for therein, whether favorable or unfavorable, unless they (1) previously validly excluded

themselves from this Action in response to the Notice of Class Action provided to Class Members

on June 9, 2016, or (2) request exclusion from the Class in a timely and proper manner, as

hereinafter provided. A Class Member wishing to make such request shall, post marked not later


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than February 28, 2017, mail a request for exclusion in written form by first class mail to the

addresses designated in the Notice. Such request for exclusion shall clearly indicate the name,

address and telephone number of the person seeking exclusion, that the sender requests to be

excluded from the Class and the settlement in Bias v. Wells Fargo & Co., Case No. 12-664 (N.D.

Cal.), and must be signed by such person. The request for exclusion shall not be effective unless it

provides the required information and is made within the time stated above, or the exclusion is

otherwise accepted by the Court. Class Members requesting exclusion from the Class shall not be

entitled to receive any payment out of the Settlement Fund as described in the Settlement

Agreement.

11. The Court will consider comments and/or objections to the Settlement and the

Plaintiffs’ requests for Service Awards, and/or the award of attorneys’ fees and reimbursement of

expenses only if such comments or objections and any supporting papers, are filed in writing with

the Clerk of Court, United States District Court, Northern District of California, U.S. District

Courthouse, 1301 Clay Street, Oakland, California 94612, and copies of all such papers are served

-- postmarked not later than February 28, 2017 -- upon each of the following: (i) Daniel

Alberstone BARON & BUDD, P.C., 15910 Ventura Boulevard, Suite 1600, Encino, California

91436, on behalf of the Plaintiffs and the Class; and (ii) Mark D. Lonergan, Severson & Werson,

One Embarcadero Center, Suite 2600, San Francisco, California 94111, on behalf of Wells Fargo.

An objection must state that the objection is to the settlement in Bias v. Wells Fargo & Co., Case

No. 12-664 (N.D. Cal.), and include the Class Member’s name, address, telephone number,

signature, and the reasons for the objection to the Settlement. Attendance at the Settlement

Fairness Hearing is not necessary; however, persons wishing to be heard orally at the hearing in

opposition to the approval of the Settlement and/or the Plaintiffs’ and Class Counsel’s attorneys’

fee and expense motion are required to indicate in their written objection their intention to appear

at the hearing. Persons who intend to object to the Settlement, the Plaintiffs’ request for service

awards, and/or the award of attorneys’ fees and reimbursement of expenses, and desire to present

evidence at the Settlement Fairness Hearing, must include in their written objections copies of any

exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. If an objector


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hires an attorney to represent him, her or it for the purposes of making an objection, the attorney

must both effect service of a notice of appearance on counsel listed above and file it with the Court

by no later than March 3, 2017. Any Class Member or other Person who does not timely file and

serve a written objection complying with the terms of this paragraph shall be deemed to have

waived, and shall be foreclosed from raising (in this proceeding or on any appeal), any objection

to the Settlement, and any untimely objection shall be barred. Class Members do not need to

appear at the hearing or take any other action to indicate their approval of the Settlement.

12. Wells Fargo’s Counsel and Class Counsel shall promptly furnish each other with

copies of any and all objections that come into their possession.

13. All motions and papers in support of the Settlement, the request of Plaintiffs for

service awards and any application by Plaintiffs’ Counsel for attorneys’ fees and expenses shall be

filed and served no later than February 14, 2017. Any reply papers shall be filed no later than

March 14, 2017.

14. All proceedings in the Action are stayed until further order of the Court, except as

may be necessary to implement the Settlement. Pending final determination of whether the

Settlement should be approved, Plaintiffs, all Settlement Class Members, and each of them, and

anyone who acts or purports to act on their behalf, shall not institute, commence, maintain or

prosecute, and are hereby barred and enjoined from instituting, commencing, maintaining or

prosecuting, any action in any court or tribunal that asserts Released Claims against Wells Fargo

or any of the Released Parties.

15. As provided in the Settlement, the Class Administrator may be paid the reasonable

and customary fees and costs associated with giving Notice of Settlement and the administration

of the Settlement, up to $3,000,000, out of the Settlement Fund without further order of the Court.

16. If any specified condition to the Settlement is not satisfied and the Settlement is

terminated, then, in such event, the Settlement, including any amendment(s) thereof, and this

Order Preliminarily Approving Settlement and Providing for Notice, shall be null and void, of no

further force or effect, and without prejudice to any Party, and may not be introduced as evidence

or referred to in any Action or proceedings by any person or entity for any purpose, and each Party


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shall be restored to his, her or its respective position as it existed prior to September 7, 2016.

17. The Court may adjourn or continue the Settlement Fairness Hearing without further

written notice.

18. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of or connected with the Settlement.

Dated: ________________, 2016 __________________________________________ HONORABLE YVONNE GONZALEZ ROGERS UNITED STATES DISTRICT COURT JUDGE

December 22


Exhibit A Notice of Proposed Settlement of Class Action


QUESTIONS? VISIT WWW.BIASVWELLSFARGO.COM

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Bias v. Wells Fargo & Company, et al., Case No. 4:12-cv-00664-YGR

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

Para ver este aviso en Español, se puede visitar www.BiasvWellsFargo.com

IF YOU HAVE OR HAD A MORTGAGE SERVICED BY WELLS FARGO

AND PAID A BROKER’S PRICE OPINION FEE ASSESSED DURING THE

PERIOD MAY 6, 2005 THROUGH JULY 1, 2010, YOU MAY BE

ENTITLED TO CASH FROM A CLASS ACTION SETTLEMENT.

This Notice of Proposed Settlement of Class Action (“Notice”) was authorized by the United States District Court for the Northern District of California.1 It is not a lawyer solicitation.

This Notice advises you of the proposed Settlement (“Settlement”) of a class action against Wells Fargo & Company and Wells Fargo Bank, N.A. (collectively, “Wells Fargo”) for a total of fifty million U.S. dollars ($50,000,000) in cash. Details concerning the Settlement are provided below. The lawsuit claims that that the fee Wells Fargo charged borrowers for Broker’s Price Opinions (“BPOs”) ordered through its division Premier Asset Services (“PAS”) was improper, as it was greater than the amount Wells Fargo (through PAS) paid to third party real estate brokers who performed the BPOs. The amount of the BPO charges generally ranged from $95 to $125 each. A “BPO” is an informal valuation of real property, like an appraisal, but it is typically performed by a real estate broker.

Wells Fargo contends that all of its BPO fees, policies and procedures were proper and complied with the law. Wells Fargo denies all the claims in the lawsuit and that it has done anything wrong.

The Court certified this case as a class action on December 17, 2015, and notice of the class action was provided to Class Members on June 9, 2016. The initial deadline for Class Members to Opt-Out or exclude themselves from the Class Action expired on August 8, 2016. If you are a Class Member and did not request to be excluded by the deadline, then you are still a part of this class action and are a Settlement Class Member.

If you do not want to remain a Class Member and you do not want to receive a pro

1 All capitalized terms used, but not defined herein, have the same meaning as the terms defined in the Settlement Agreement dated October 26, 2016 (the “Settlement”). The Settlement is posted on the Class Administrator’s settlement website, www.BiasvWellsFargo.com.



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rata share of the Settlement, and you want to keep any rights you may have to individually sue Wells Fargo Bank, N.A. or Wells Fargo & Co. over the issues in this case, you still have the right to Opt-Out of this Settlement. To be excluded, you must send a letter to Bias v. Wells Fargo Administrator; P.O. Box 2876; Portland, OR 97208-2876 that includes your name, address, signature and a request to be excluded from the Bias, et al. v. Wells Fargo & Company, et al. settlement. If you are excluded, you will not receive any money or any other benefits that the Plaintiffs may obtain as a result of this Settlement. The deadline to exclude yourself is February 28, 2017.

A Summary of Your Rights and Choices:

Your legal rights are affected whether you act or don’t act. Please read this

notice carefully. Your rights and options – and the deadlines to exercise

them – are explained in this Notice.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS LAWSUIT

DO NOTHING

Await the outcome. Receive a distribution from the

Settlement Fund if you are a Class Member.

By doing nothing, Class Members retain the right to receive money if the Settlement is approved by the Court.

EXCLUDE

YOURSELF

Get out of this lawsuit. Receive no portion of the

settlement funds.

If you exclude yourself from this settlement and it is approved by the Court you will not receive your share of any money as a result of the settlement. If you ask to be excluded, you will retain any rights you may have to sue Wells Fargo Bank N.A. or Wells Fargo & Co. on your own about the issues in this lawsuit.

OBJECT Remain in the lawsuit, but write to the Court about

why you do not like the Settlement.

The Court in charge of this case still has to decide whether to approve the Settlement. If the Court does not approve the Settlement, Plaintiffs will need to prove the claims against the Defendants at trial.



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BASIC INFORMATION ............................................................................................ PAGE 4

1. Why did I get this Notice? 2. What is this lawsuit about? 3. Why is this lawsuit a class action?

THE STATUS OF THE LAWSUIT AND SUMMARY OF SETTLEMENT ................. PAGE 5

4. What is the case status? 5. What is a class action and who is involved? 6. How do I know if I am a Class Member? 7. What are the Reasons for the Settlement? 8. What is the Monetary Value of the Proposed Settlement? 9. How Much Will My Payment Be? 10. When Would I Get a Payment? 11. What am I giving up as part of the Settlement? 12. Do I need to contact anyone to receive a payment? 13. There Will be No Payments if The Settlement Agreement is Terminated

THE LAWYERS REPRESENTING YOU .................................................................. PAGE 8

14. Do I have a lawyer in this case? 15. How will the Lawyers be paid? YOUR RIGHTS ......................................................................................................... PAGE 9

16. Can I Exclude Myself From the Settlement? 17. Can I Object to the Settlement? 18. The Settlement Fairness Hearing 19. May I Speak At The Settlement Fairness Hearing? 20. Do I Have to Come to the Settlement Fairness Hearing? 21. Injunction

GETTING MORE INFORMATION ......................................................................... PAGE 12

22. Are more details available?

WHAT THIS NOTICE CONTAINS



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BASIC INFORMATION

This Notice is provided pursuant to an order issued by the United States District Court, Northern District of California (the “Court”). This Notice serves to inform you of the proposed Settlement and the hearing (the “Settlement Fairness Hearing”) to be held by the Court to consider the fairness, reasonableness and adequacy of the Settlement, as set forth in the Agreement, by and between Plaintiffs and Wells Fargo. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. This Notice is not an expression of any opinion by the Court as to the merits of the claims or defenses asserted in the lawsuit. The lawsuit is titled Bias, et al. v.

Wells Fargo & Company, et al., Case No.: 4:12-cv-00664-YGR.

The lawsuit claims that that the fee Wells Fargo assessed borrowers for Broker’s Price Opinions (“BPOs”) ordered through its division Premier Asset Services (“PAS”) was improper, because it was greater than the amount Wells Fargo (through PAS) paid to third-party real estate brokers who performed the BPOs. The amount of the BPO charges generally ranged from $95 to $125 each. A “BPO” is an informal valuation of real property, like an appraisal, but it is typically performed by a real estate broker.

Wells Fargo contends that all of its BPO fees, policies and procedures were proper and complied with the law. Wells Fargo denies all the claims in the lawsuit and that it has done anything wrong.

The Court decided that this lawsuit can be a class action and move towards a trial because it meets the requirements of Rule 23 of the Federal Rule of Civil Procedure, which governs class actions in federal courts. Specifically, the Court found that all residents of the United States of America who had a residential mortgage serviced by Wells Fargo Bank, N.A. or its subsidiaries or divisions, who paid for one or more Broker’s Price Opinions charged by Wells Fargo in an amount greater than the amount Wells Fargo paid a third party vendor or real estate broker for the corresponding Broker’s Price Opinion, from May 6, 2005 through July 1, 2010 are members of the class.

1. Why did I get this Notice?

2. What is this lawsuit about?

3. Why is this lawsuit a class action?



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More information about why the Court is allowing this lawsuit to proceed as a class action is in the Order Granting Plaintiffs’ Motion for Class Certification available at www.BiasvWellsFargo.com.

THE STATUS OF THE LAWSUIT AND SUMMARY OF SETTLEMENT

The Court certified this case as a class action on December 17, 2015, and notice of the class action was provided to Class Members on or about June 9, 2016.

The Parties have reached a Settlement and are in the process of seeking Court approval of the Settlement.

In a class action, one or more persons called class representatives sue on behalf of other persons with similar claims. In this case, the class representatives are Plaintiffs Latara Bias, Eric Breaux and Troy Lynne Morrison.

The class representatives and the persons on whose behalf they have sued together constitute the “Class” or “Class Members.” Their attorneys are called “Plaintiffs’ Counsel” or “Class Counsel.” The persons that have been sued are called the Defendants.

In a class action lawsuit, one court resolves the issues for everyone in the class, except for those class members who exclude themselves from the class. The Court, by order dated December 17, 2015, certified this case as a class action.

If you are a resident of the United States of America who had a residential mortgage serviced by Wells Fargo Bank, N.A. and you paid for one or more Broker’s Price Opinions in an amount greater than the amount Wells Fargo paid a third party vendor or real estate broker for the BPO from May 6, 2005 through July 1, 2010, you are a Class Member. If you did not receive a copy of this notice by mail, but believe that you are a Class Member, you can contact the Class Administrator. See the settlement website for contact information: www.BiasvWellsFargo.com

The Court has not reached any final decisions in connection with Plaintiffs’ claims

4. What is the case status?

5. What is a class action and who is involved?

6. How do I know if I am a Class Member?

7. What are the Reasons for the Settlement?



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against Wells Fargo. Instead, Plaintiffs and Wells Fargo have agreed to this Settlement. In reaching the Settlement, they have avoided the cost, delay and uncertainty of further litigation.

As in any litigation, Plaintiffs and the proposed Class would face an uncertain outcome if they did not agree to the proposed Settlement. The Parties expected that the case could continue for a lengthy period of time and that, if Plaintiffs succeeded, there could be an appeal that would postpone final resolution of the case. Continuation of the case could result in a judgment greater than this Settlement. Conversely, continuing the case could result in no recovery at all or a recovery that is less than the amount of the Settlement.

Plaintiffs and Class Counsel believe that this Settlement is fair and reasonable to the members of the Class. They have reached this conclusion for several reasons. If the Settlement is approved, the Class will receive a significant monetary recovery. Additionally, Class Counsel believes that the significant and immediate benefits of the proposed Settlement are an excellent result for the Class – especially given the risks and uncertainties of continued litigation.

Wells Fargo denies any wrongdoing and its agreement to settle this Action shall in no event be construed or deemed to be evidence or an admission or concession on the part of Wells Fargo with respect to any claim or of any fault, liability, wrongdoing, or damage.

The Settlement calls for the establishment of a $50 million fund (the “Fund”). This Fund is non-reversionary, meaning that, subject to Court approval, the entire amount will be distributed as follows: (1) payments to Class Members (allocated pro rata based on the number of loans included in the class); (2) payments to the Class Administrator of up to $3 million for the cost of providing notice and the administration of payments to Class Members; (3) class representative service awards in a sum not to exceed $10,000 each; and (4) Class Counsel are entitled to seek up to $12.5 million in attorneys’ fees and up to $1.5 million for reimbursement of litigation expenses.

In order to receive your pro rata share of the settlement as a monetary benefit you do not need to file a claim and you do not need to submit any documentation. You will be automatically sent your payment if you are a Class Member. The current estimated pro rata distribution per loan is $113.96.

8. What is the Monetary Value of the Proposed Settlement?

9. How Much Will My Payment Be?



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The Court will hold a hearing on April 4, 2017, at 2:00 p.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved favorably, and resolving them can take time, perhaps more than a year. Please be patient. Please note that the date and time are subject to change. See the case website

for any changes. www.BiasvWellsFargo.com

If the Settlement is approved by the Court, the Court will enter a Final Judgment. Upon the Effective Date, Plaintiffs and all Settlement Class Members, on behalf of themselves and each of the Releasing Parties shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever waived, released, relinquished, and discharged all Released Claims against the Released Parties, regardless of whether such Settlement Class Member ultimately cashes a settlement check.

The Release By Settlement Class Members states: As of the Effective Date, all Settlement Class Members shall, on behalf of himself or herself and on behalf of his or her respective heirs, assigns, beneficiaries, and successors, automatically be deemed to have fully and irrevocably released and forever discharged Wells Fargo and all Released Parties of and from any and all liabilities, rights, claims, actions, causes of action, demands, damages, costs, attorneys’ fees, losses, and remedies, whether known or unknown, existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, that result from, arise out of, are based upon, or relate to the conduct, omissions, duties or matters that were or could have been alleged in the Action, arising out of, or related to, broker’s price opinions or Wells Fargo’s practices in ordering or charging borrowers fees for broker’s price opinions. Such release includes any claims, actions, causes of action, demands, damages, losses, or remedies relating in any way to broker’s price opinions, including, but not limited to, claims for violation of RICO; claims for violation of California’s UCL; claims for violation of state unfair and deceptive acts and practices statutes; claims based upon the alleged breach of any statute, rule, regulation, servicing guideline or investor guideline, including rules, regulations or guidelines promulgated by the Consumer Finance Protection Bureau, the Department of Housing and Urban Development, the Federal Housing Administration, Fannie Mae, Freddie Mac, or any other state or federal office, body, or government sponsored enterprise or private investor; claims for breach of any mortgage, deed of trust or other contractual provision; claims in tort, such as, without limitation, for negligence, fraud, or misrepresentation; and, any other federal, state, statutory or common law claim

10. When Would I Get a Payment?

11. What am I giving up as part of the Settlement?



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relating in any way to broker’s price opinions or Wells Fargo’s practices in ordering or charging borrowers fees for broker’s price opinions.

The above description of the proposed Settlement is only a summary. The complete terms, including the definitions of the Effective Date and other terms, are set forth in the Agreement (including its exhibits), which you may obtain at www.BiasvWellsFargo.com, or by contacting Class Counsel, who are identified in Question 17 below.

No. If you have received Notice of Settlement, you need not contact anyone to receive a payment in the event the Settlement receives Final Approval. If you did not receive the Notice of Settlement but believe you should have, or if your address changes, please contact the Class Administrator at:

Bias v. Wells Fargo Administrator PO Box 2876

Portland, OR 97208-2876 www.BiasvWellsFargo.com

The Settlement may be terminated under several circumstances outlined in the Agreement. If the Settlement is terminated, the Action will proceed as if the Settlement had not been entered into.

THE LAWYERS REPRESENTING YOU

The Court decided that the law firms of Baron & Budd, P.C., Cossich, Sumich, Parsiola and Taylor and Kingsmill Riess, LLC are qualified to represent the class. Together the law firms are called “Class Counsel.” They are experienced in handling similar class action cases. More information about these law firms, their practices and their lawyers’ experience is available at www.baronandbudd.com, www.cossichlaw.com, and www.kingsmillriess.com.

Class Counsel will file a motion for an award of attorneys’ fees and expenses that will be considered by the Court. Class Counsel will limit their application for an award of attorneys’ fees to not more $12,500,000. Defendants are paying reimbursement of expenses incurred in connection with the Action in an amount

12. Do I need to contact anyone to receive a payment?

13. There Will be No Payments if The Settlement Agreement is Terminated

14. Do I have a lawyer in this case?

15. How will the Lawyers be paid?



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not to exceed $1,500,000. As part of these amounts, each of the Plaintiffs may seek Service Awards in an amount not to exceed $10,000 for the time and effort they expended in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Class Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Class Counsel have committed significant time and expenses in litigating this case for the benefit of the Class. To date, Class Counsel has not been paid for their services in conducting this Action on behalf of the Plaintiffs and the Class, or for their expenses. The fees requested will compensate Class Counsel for their work in achieving the Settlement. The Court will decide what a reasonable fee award is and may award less than the amount requested by Class Counsel.

YOUR RIGHTS

If you already have your own lawsuit or wish to start one for the recovery of BPO charges you paid to Wells Fargo and want to continue with it, you need to ask to be excluded from the settlement. If you exclude yourself from the Settlement -- which is sometimes called “opting-out” of the settlement -- you will not get any money or payment from this settlement or lawsuit, even if you decide later not to pursue a claim against Wells Fargo or you receive no money from Wells Fargo related to BPO fees assessed on mortgages serviced by Wells Fargo from May 6, 2005 through July 1, 2010. However, by opting-out, and depending upon your legal circumstance, you may then have the right to sue Wells Fargo in connection with BPO charges or maintain your already filed suit. If you exclude yourself, you will not be legally bound by the Court’s orders and judgments in this class action.

If you start your own lawsuit against Wells Fargo after you exclude yourself, you may have to hire and pay your own lawyer for that lawsuit, and you will have to prove your claims. If you do exclude yourself so you can start or continue your own lawsuit against Wells Fargo, you should talk to your own lawyer as soon as possible, because your claims may be limited by time and subject to a statute of limitations.

16. Can I Exclude Myself From the Settlement?



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To be excluded, you must send an “Exclusion Request’ in the form of a letter sent by mail, stating that you want to be excluded from Bias, et al. v. Wells Fargo &

Company, et al. Be sure to include your name and address, and sign and date the letter. You must mail your Exclusion Request postmarked by February 28, 2017, to:


Portland, OR 97208-2876 You may also find an Exclusion Request form at the website: www.BiasvWellsFargo.com

Yes. If you are a Settlement Class Member, you can object to the Settlement if you don’t like any part of it. You can give reasons why you think the Court should not approve it or parts of it. You may specifically object to the requested attorneys’ fees, costs and expenses, and/or Plaintiffs’ requests for Service Awards. The Court will consider your views. To object, you must send a written statement saying you object to the settlement in Bias v. Wells Fargo & Company, Case No. 12-664 (N.D. Cal.). Be sure to include evidence of your membership in the Settlement Class, including your name, address, telephone number, your signature, and the reasons for your objection to the Settlement. Any objections must be postmarked on or before February 28, 2017, by each of the following:

Court:

United States District Court 1301 Clay Street, Suite 400S

Oakland, CA 94612

Class Administrator:


Portland, OR 97208-2876 www.BiasvWellsFargo.com

17. Can I Object to the Settlement?



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Class Counsel:

Daniel Alberstone, Roland Tellis, Mark Pifko BARON & BUDD, P.C.

15910 Ventura Boulevard, Suite 1600 Encino, California 91436

Wells Fargo’s Counsel:

Mark D. Lonergan, Rebecca S. Saelao SEVERSON & WERSON

One Embarcadero Center, Suite 2600 San Francisco, California 94111

Attendance at the Settlement Fairness Hearing is not necessary to object; however, persons wishing to be heard orally at the Settlement Fairness Hearing are required to indicate in their written objection their intention to appear at the hearing and the identity of any witnesses they may call to testify and exhibits, if any, they intend to introduce into evidence.

Unless otherwise directed by the Court, any Class Member who does not make his, her or its objection in the manner provided herein shall be deemed to have waived all objections to this Settlement and shall be foreclosed from raising (in this proceeding or on any appeal) any objection to the Settlement. Any untimely objection shall be barred.

The Settlement Fairness Hearing will be held on April 4, 2017, at 2:00 p.m., before the Honorable Yvonne Gonzalez Rogers, at the United States District Court, Northern District of California, U.S. District Courthouse, 1301 Clay Street, Courtroom 1— 4th Floor, Oakland, California 94612, for the purpose of determining whether: (1) the proposed Settlement of the Action for a $50,000,000 Settlement Fund should be approved by the Court as fair, reasonable, and adequate; (2) the Final Judgment as provided under the Agreement should be entered, dismissing the Second Amended Class Action Complaint filed in the Action on the merits and with prejudice; (3) the release by the Class of the Released Claims, as set forth in the Agreement, should be provided to the Released Parties; (4) to award Class Counsel attorneys’ fees and expenses out of the Settlement Fund; and (5) to grant Plaintiffs’ request for Service Awards for the time and effort they expended in prosecuting this action on behalf of the Class out of the Settlement Fund. The Court may adjourn or continue the Settlement Fairness Hearing without further written notice. Please note that the date and

18. The Settlement Fairness Hearing



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time are subject to change. See the case website for any changes.

www.BiasvWellsFargo.com

Yes, however, you must first inform the Court of your intention to speak at the Settlement Fairness Hearing. To do so, you must send a letter stating that it is your “Notice of Intention to Appear in Bias v. Wells Fargo & Company, Case No. 12-664 (N.D. Cal.).” Be sure to include your name, address, telephone number and signature. Your Notice of Intention to Appear must be postmarked no later than March 3, 2017 and be sent to the Clerk of Court, Plaintiffs’ Counsel, and Defendants’ counsel at the addresses listed above in Question 17. You cannot speak at the hearing if you excluded yourself, or “opted out” of the Class.

No. Class Counsel will answer questions the Court may have, but you are welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

The Court has issued an order enjoining Plaintiffs and all Class Members, and anyone who acts or purports to act on their behalf, from instituting, commencing, maintaining or prosecuting any action in any court or tribunal that asserts Released Claims against any Released Party, pending final determination by the Court of whether the Settlement should be approved.

GETTING MORE INFORMATION

If you want more detailed information you can visit the website, www.BiasvWellsFargo.com, where you will find the Settlement documents, including the Agreement, Preliminary Approval Order, and other case related documents. You may also speak to one of the lawyers by calling Class Counsel:

19. May I Speak At The Settlement Fairness Hearing?

20. Do I Have to Come to the Settlement Fairness Hearing?

21. Injunction

22. Are more details available?



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Class Counsel: Daniel Alberstone, Roland Tellis, Mark Pifko

BARON & BUDD, P.C. 15910 Ventura Boulevard, Suite 1600

Encino, California 91436 Telephone: (866) 260-3971 / Facsimile: (818) 986-9698

Marguerite K. Kingsmill, Charles B. Colvin

KINGSMILL RIESS, L.L.C. 201 St. Charles Avenue, Suite 3300

New Orleans, Louisiana 70170 Telephone: (504) 581-3300 / Facsimile: (504) 581-3310

Philip F. Cossich, Jr., David A. Parsiola

COSSICH, SUMICH, PARSIOLA & TAYLOR, L.L.C. 8397 Highway 23, Suite 100

Belle Chasse, Louisiana 70037 Telephone: (504) 394-9000 / Facsimile: (504) 394-9110

DO NOT WRITE TO OR TELEPHONE THE COURT FOR

INFORMATION.


Exhibit B Summary Notice of Proposed Settlement of Class Action


SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

Para ver este aviso en Español, se puede visitar www.BiasvWellsFargo.com

TO: ALL PERSONS WHO HAD A MORTGAGE SERVICED BY WELLS FARGO AND PAID A BROKER’S PRICE OPINION FEE ASSESSED DURING THE PERIOD MAY 6, 2005 THROUGH JULY 1, 2010, YOU MAY BE ENTITLED TO CASH FROM A CLASS ACTION SETTLEMENT. READ THIS NOTICE CAREFULLY. YOUR RIGHTS MAY BE AFFECTED BY A CLASS ACTION SETTLEMENT.

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION.

YOU ARE HEREBY NOTIFIED that a hearing will be held on April 4, 2017, at 2:00

p.m., to decide whether to approve the Settlement before the Honorable Yvonne Gonzalez

Rogers, at the United States District Court, Northern District of California, U.S. District

Courthouse, 1301 Clay Street, Courtroom 1— 4th Floor, Oakland, California 94612. Please

note that the date and time are subject to change. See the case website for any changes.

www.BiasvWellsFargo.com

In the lawsuit, the Plaintiffs argued that Wells Fargo violated the law by charging

homeowners more than the amount Wells Fargo paid for Broker’s Price Opinions (“BPOs”).

Wells Fargo denies all the claims in the lawsuit and that it has done anything wrong. Wells

Fargo contends that all of its BPO policies and procedures complied with the law. However,

rather than continue to litigate the case in court, the parties reached a settlement.

The settlement calls for Wells Fargo to establish a $50 million dollar fund. Payments to

class members will be made from this fund. If you are a class member and you want to receive

benefits from the settlement, you do not need to make a claim. A check will be mailed to you

at your last known address in Wells Fargo’s records. You are a member of the class if you had

a loan serviced by Wells Fargo and between May 6, 2005 and July 1, 2010, you were charged

$95 to $125 for a BPO and paid for that BPO. If you are a class member and you moved, please

go to the settlement website to find out how to update your mailing address:


www.BiasvWellsFargo.com. If you are not sure whether you are a class member, you can

contact the settlement administrator to confirm your membership in the class.

You may obtain a copy of the Notice of Settlement, which more completely describes the

Settlement and your rights thereunder (including your right to object to the Settlement), and a

copy of the Settlement (which among other things contains definitions for the defined terms used

in this summary), online at www.BiasvWellsFargo.com, or by writing to:


Portland, OR 97208-2876

Inquiries should NOT be directed to Defendants, the Court, or the Clerk of the Court.


Exhibit C Settlement Agreement


preliminary approval

Documents