In 1933, in response to securities scandals that in the late 1920s had laid waste to the American capital markets, Congress enacted the Securities Act – the first of the federal securities laws to protect investors. See 15 U.S.C. § 77a, et seq. In so doing, Congress expressly authorized aggrieved investors to bring claims under the Securities Act in either state or federal court.

In 1933, in response to securities scandals that in the late 1920s had laid waste to the American capital markets, Congress enacted the Securities Act – the first of the federal securities laws to protect investors. See 15 U.S.C. § 77a, et seq. In so doing, Congress expressly authorized aggrieved investors to bring claims under the Securities Act in either state or federal court.

FAC ¶¶ 115, 120–23, they are displaced by the securities laws, which comprehensively regulate corporate communications with investors and regulators. See 15 U.S.C. § 77a et seq.; id. § 78a et seq.; 17 C.F.R. § 240.10b-5.

¶¶ 75, 81, 83, they are displaced by the securities laws, which comprehensively regulate corporate communications with investors and regulators. See 15 U.S.C. § 77a et seq; id. § 78a et seq; 17 C.F.R. § 240.10b-5.

This is an issue of first impression in the Tenth Circuit. A majority of courts in other jurisdictions have concluded—contrary to Plaintiffs’ position in the Motion—that federal class action securities law claims are removable.3 These 1 15 U.S.C. §§ 77a – 77aa (West 2011). 2 Publ.

This Court has already identified some of the defects in Plaintiffs' pleading methods. In the first Consolidated Class Action Complaint, Plaintiffs had alleged claims under the Securities Act of 1933 (the "Securities Act"), 15 U.S.C. §§ 77a to 77aa, with respect to 84 separate offerings of Certificates. In its opinion granting in part and denying in part the defendants' motions to dismiss, this Court recognized that Plaintiffs must allege a claim with respect to each offering and dismissed the claims relating to the 65 offerings in which Plaintiffs had never purchased securities.

Plaintiffs allege that the Broker Defendants violated Section 12(a)(1) of the Securities Act, which prohibits the offer or sale of unregistered securities in interstate commerce, and Section 12(a)(2), which prohibits the sale of a security by means of a prospectus that contains an untrue statement of material fact or omits to state a material fact necessary to make the statements not misleading. 15 U.S.C. §§ 77a(1) & a(2). Case 8:09-cv-01084-DOC-RNB Document 70 Filed 03/31/10 Page 19 of 45 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS’ OPPOSITION TO DEFENDANTS’ MOTIONS TO DISMISS CONSOLIDATED AMENDED CLASS ACTION COMPLAINT 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Finally, Plaintiffs assert Section 15 claims against the Control Person Defendants, which own and control the Broker Defendants.

H.R. Conf. Rep. No. 104-369, at 32 (1995), reprinted in 1995 U.S.C.C.A.N. 731; see also Dabit v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 395 F.3d 25, 31 (2d Cir. 2005) (PSLRA enacted to “curb abuses of federal securities fraud litigation”) (citing 15 U.S.C. § 77a, et seq. (2000); 15 U.S.C. § 78a, et seq. (2000)); Novak v. Kasaks, 216 F.3d 300, 306 (2d Cir. 2000) (PSLRA sought to deter strike suits in which plaintiffs filed federal securities fraud claims of questionable merit to obtain large settlements). In short, the 5AC pleads no facts showing that as a result of the March 1, 2007 disclosure, IndyMac’s share price declined significantly.

..............................................4 15 U.S.C. § 80a-2(a)(3), (19) ......................................................................................................2 Case 1:08-cv-07934-RJH-DFE Document 35 Filed 03/11/09 Page 3 of 14 PRELIMINARY STATEMENT Defendants Lynn L. Anderson, Steven J. Mastrovich, William L. Marshall, Patrick J. Riley, Bruce D. Taber, Richard D. Shirk and Henry W. Todd (the “Independent Trustees”) are trustees of the SSgA Funds, a Massachusetts business trust that formerly offered shares in the Yield Plus Fund and currently offers shares in the Intermediate Fund (collectively, the “Funds”). The Amended Complaints (the “Complaints”) filed by lead plaintiffs Anatoly Alexander in the Yu action and Plumbers and Steamfitters Union Local No. 10 Health & Welfare Fund in the Plumbers action (collectively, “Plaintiffs”) purport to assert claims against the Independent Trustees pursuant to Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77a et seq. (the “Securities Act”), based upon allegations of materially misleading statements in the Funds’ registration statements, prospectuses and related disclosures. Each Complaint is twice flawed.

..............................................4 15 U.S.C. § 80a-2(a)(3), (19) ......................................................................................................2 Case 1:08-cv-08235-RJH-JLC Document 37 Filed 03/11/09 Page 3 of 14 PRELIMINARY STATEMENT Defendants Lynn L. Anderson, Steven J. Mastrovich, William L. Marshall, Patrick J. Riley, Bruce D. Taber, Richard D. Shirk and Henry W. Todd (the “Independent Trustees”) are trustees of the SSgA Funds, a Massachusetts business trust that formerly offered shares in the Yield Plus Fund and currently offers shares in the Intermediate Fund (collectively, the “Funds”). The Amended Complaints (the “Complaints”) filed by lead plaintiffs Anatoly Alexander in the Yu action and Plumbers and Steamfitters Union Local No. 10 Health & Welfare Fund in the Plumbers action (collectively, “Plaintiffs”) purport to assert claims against the Independent Trustees pursuant to Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77a et seq. (the “Securities Act”), based upon allegations of materially misleading statements in the Funds’ registration statements, prospectuses and related disclosures. Each Complaint is twice flawed.