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8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 1 of 32
UNITED STATES BANKRUPTCYCOURTHOUSTON, TEXAS
1 Joseph Zernik, in pro se
PO Box 526
2 La Verne, CA 917503 Tel: (310) 435 9107
Fax: (801) 998 09174 Email: [email protected]
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United States District Court
Southern District of TexasFILm
APR 1 5 2009
Michael N. Milby, Clerk
Digitally signed
by Joseph
Zemik
DN: cn=Joseph
Zemik,
) . ~ m a i l = j z 1 2 3 4 5@ea(thlink.net,
c"'US
Date:
2009.04.12
18:29:25 -07'00'
10 WILLIAM ALLEN PARSLEY
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Borrower
CASE #: 05-903-74
VERIFIED NOTICE #2 TO THE HON
JEFF BOHM, PURSUANT TOMEMO,
DOC #248, MARCH 5, 2008,
STATING:
''THE COURTWILLCONTINUE TOVERIFY
TIlAT ITSTRUST ISWELL-PLACED."
OVERVIEWOF CONDUcrOFCOUNTRYWIDE, ITS OFFICERS & ITS
COUNSEL THAT RESULTED IN
DRIVINGME OUT OFMY HOME UNDETHE THREATOF FORCE, TAKING OF
MY PROPERTY FOR PRWATEUSE
WITH NO COMPENSATIONAT ALL,LOSSES EXCEEDING $2.0 MILLIONS,AND ALLEGED ONGOING
HARASSMENT, RETALIATION &INTIMIDATIONAGAINSTME TO THIS
DATE.
FULL DISCLOSURE OF SUCHALLEGEDCONDUcr IS OF HIGH PUBLIC POLICY
SIGNIFICANCE RELATIVE TO THE
TRUE NATURE OF THE SUB-PRIMESCANDALAND BAILOUT.
TO BE FILED UNDER SEPARATECOVERS: ESSENTIAL EVIDENCE INSUPPORT OF STATEMENTS INHEADINGS 1-12 , BELOW.
April 12, 2009; NOTICE #2, RE: CFC/BAC
-1 - William Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 3 of 32
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1 B. PURPOSE OF THIS NOTICE
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7) This not ice is filed pursuant to the Honorable JeffBohm'sMemorandum Opinion3
ofMarch 5, 2008 , stating:
4 "THE COURTWILL CONITNUE TO VERIFYTHAT ITS TRUST IS WELL-PlACED."
5 8) I file these noticeswith the hope that following review of such notices, this
6 Honorable Court, of its own volition, consistent with its previous opinions and
decisions,would issue an Order to Show Cause to CFC, and to Sandor Samuels
formder ChiefLegal Officer, to Angelo Mozilo - former President, to Attorneys
Todd Book&Sanford Shatz - Legal Department, CFC; and toTimMayopoulos -9
General Counsel; to Kenneth Lewis - President, Chair, and CEO, and to the Audit10
Committee, BAC.
11 9) The reasons that the Honorable Court may choose to issue the Order to Show
12 Cause are as follows:
a. BAC and CFC, as well as AngeloMozilo, Sandor Samuels, Kenneth
Lewis and TimothyMayopoulos made various claims in Ethics Codes,
and/or in advertised commitments to fight frauds, and/or in Outside
Counsel Procedures, copied in Exhibits 1, 2 ,3 & 4 (p 25-103);
b. The Audit Committee of BAC is the ultimate guardian ofthe integrity of
operations at BAC;c. BCL and its attorneys, as well as all others listed above who are licensed
attorneys, are bound by law, including, but not limited to Sarbanes
Oxley act (2002) section 307, and by Codes of Professional Conduct to
adhere to certain standards relative to the conduct of litigations and/or
to certain reporting requirements;
d. The Honorable Court found in it s memorandum opinion ofMarch 2008
that countywide and its outside counsel's
"... actions in the case at bar have shown a disregard forthe professional and ethical obligations of the legalprofession and judicial system";
e. Countrywide made certain promises to this court, aiming to ensure the
integrity of its litigation practices;
f. This Honorable Court stated in its memorandum opinion that i t would
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April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 4 of 32
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"continue to verify that its t rust i s wel l placed";
g. Credible evidence is provided in the first notice to this Honorable Court,
and in instant notice, that the Honorable Court's trust may have been
misplaced;
h. Better understanding of the nature of the sub-prime scandal and
conduct of Countrywide that led to such colossal loss to the u.s. taxpayer is of high public policy interest, and
i. As part of the merger-bailout, BAC is now allowed to growbeyond limits
previously set to protect the u.s. financial markets. Therefore integrity
of operations at BAC is more important than ever before.
10) SuchOrders to ShowCause may seek the following: Why this Honorable Court
should not issue an Order to Compel each and every one of the parties listed above,
separately, to file with this Honorable Court a statement on the record -
a.To disclose which party, if any, engagedwhich counsel, if any, andwhen, in
affairs of Samaan v Zenrik (SC087400) and Zernikv Connor et al
(2:2008cv01550);
b.To disclose which counsel is/was/are/were authorized to represent which
party, if any, in court, and during which period;
c.To disclose who,
ifany,
is/was/are/wereattorney(s)
incharge
ineach
of
these two affairs and duringwhich period;
d. To disclose whether engagement agreement(s), if any, includedany "no
communications" clause(s), and
e. To provide answers on the 6 key records that I deemed the core of false claims
by Countrywide/BAC and its counsel, listed in Exhibit 5 (p 104).
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11)These parties are refusing my multiple requests to answer any of these questions.
24 12)1t is my opinion that the answers would reveal material violations ofthe law.
13)1t is my opinion that full disclosure of the conduct of Countrywide in this matter
is of significance beyond the serious wrongs done to me, as an individual. Full
disclosure ofthe facts in this matter is of high public policy significance for the
voters and tax-payers across the u.s. to fully comprehend the true facts underlying
the sub-prime scandal and current bailout.
April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 5 of 32
1
2 C. OVERVIEW OF CONDUCT OF COUNTRYWIDE AND OTHERS
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3 III1 . Plan A initiated (Sept-Oct 2004 )
Nivie Samaanfalsely enters real estate purchase contract on my home & files false56 mortgage applications with Countrywide
a) Assent to Contract7
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14) In August 2004 I had my residence listed for sale for ,..,$1.8 millions.
15) I had no business whatsoever with Countrywide, and I did not even recognize
the name.
16) Nivie Samaan, a resident of Los Angeles Countywas at that time employed as a
cosmetics saleswoman in a department store.
17) I am informed and believe that unbeknown to me at that time, her fiance, Jae
Arre lloyd (formerly Timothy lloyd Morrow), was a convicted felon, and had been
involved in the disappearance of the medical benefits funds of Skyline Funding, a
real estate and financial firm based in the San FernandoValley.
18) Her fiance was also acting at that time as a "Loan Originator" for
Countrywide.
17 19) Unbeknown to me, her fiance also operated at that time an unlicensed,
18 unregistered branch of Pacific Mortgage Consultants (PMC), a loan brokerage firm,
in the Los Angeles area.
20) On September 4 . 2004 Nivie Samaan presented me, through my realtor, with an
offer to purchase my home. In such offer, she falsely represented herselfto me as a
realtorwho "close[s] a few properties a year".
22 21 ) In fact, she had no experience whatsoever in real estate transactions, as she
later admitted in deposition.
22) Given the fact that she was a realtor representing herself, I refused to entertain
her offer, absent a third party, arm's length pre-qualification.2523) On September 7. 2004 , through my realtor, she presentedmewith a
26Prequalification Letter. I t was represented as written, verified, and faxed byVictor
Parks, loan broker for Pacific Mortgage Consultants (PMC).
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-5- April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 6 of 32
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24) Fraud expert opinion is that the signature on the letterwas not that ofVictor
Parks, loan broker, as it was falsely represented.
25) I t is my opinion that the preponderance ofthe evidence shows that such letter
was never faxed by Victor Parks either.
26) Instead, it is my opinion, that such letter was the first example of the wire/fax
schemes in these transactions, where Samaan routinely impersonated her loan
broker, Victor Parks, in fax communications with me andwith others.
27) I t is my opinion that the facts above, as well as the underwriting history of
Samaan's loans make it abundantly clear that Nivie Samaan, a cosmetic
saleswoman, was far from qualified for the purchase ofmy home at -$1.8m.
28) On September 15, 20°4, I assentedto a real estate Purchase Contract under
deceptive representations, by endorsing and dating Samaan's 2nd Counter Offer.
29) On September 16, 2004, Samaan initialed and dated the same, acknowledging
acceptance of a fully executed the Purchase Contract.
b) Samaan' s LoanApplications h 0 0 3 )
30) In such Purchase Contract, Samaanwas required to act "honestly and
diligently to obtain designated loans".
31)In earlyOctober 2004, unbeknown to me in 2004, Sarnaan filed Uniform
Residential Loan Applications (1003s) for U.S. government-backed loans, with
CHL, San RafaelWholesale Branch.32) Such applications were for loans thatwere entirely different from those
designated in the contract.
33) In suchloan applications, Samaan also represented herself as President and
Sole Owner of a corporation named "Spellbound Enterprise"
34) I later found out through a web search that such corporation was founded in
2004, the very same year, and was retailing through the web crystal balls, Tarot
cards, anointment oils, divining objects, and other consumer goods for followers of
the psychic and the occult. I t was advertised as the "Supernatural
Superstore".
35) In such loan applications Sarnaan stated her income as derived solely from her
position as President and Sole Owner of Spellbound, and earning $400,000 a year.
-6- April 12. 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, Borrower
Case # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 7 of 32
1 36) In deposition, Samaan admitted that her income at that time was from her
2 employment as a cosmetics saleswoman in a department store. In deposition she
never claimed any income at all from Spellbound Enterprise.3
37) In other Countrywide papers Samaan was listed as earning $4,000,000 per4
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5 38) In such loan applications Samaan listed herself as a SingleWoman.
6 39) However, by the time that she filed the loan applications, she had stated in
7 written communications with me that she had married her fiance, JaeArre lloyd.
8 40) Fraud expert opinion is that the loan broker's signatures on the 1003S, which
were represented as those ofVictor Parks, were notVictor Parks signatures.9
41)In deposition in 2006, Samaan herself admitted that loan broker Parks, whose
name and signatures appear on the loan applications had nothing to do with it, and
that she and her husband alone completed the loan applications.
12 III2 . PlanA fails (Oct 2 0 0 4 )
False data noted by Countrywide's San Rafael Senior Underwriter Diane Frazier.
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a) .....Oct 4 , 2 0 0 4 - 1003S arrive at San Rafael.
17 42) On or around October 4.2004 the Loan Applications arrived in Countrywide.
18 43) At that time theywere stamped "Received" with the respective date.
44) The exact date ofthese stamps on the 1003S cannot be read today, since the
stamps were defaced.
b ) Oct 6 , 2 004 - false employment data noted0
21 45) On or aroundOctober 6, 2004, Diane Frazier, Countrywide's San Rafael Senior
22 Underwriter, duly assigned to the underwriting ofSamaan's 1003S, detected the
23 false employment data.
24 46) Frazier detected the false data using web-basedYellow Pages reverse look-up,
exactly as noted in Countrywide's "EmploymentRe-verification" instructions.2547) She inserted a printout of the screen of the reverse look up, dated October 6,
262004, into the loan file.
27 48) Frazier also detected that Samaan listed " $0 . 00" as loan fees, where in fact her
28 loan fees per "Program Rules" were supposed to be 0.75% - or over $10,000.
April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 8 of 32
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1 49) Allowing waiver of such fees would have been contrary to the interests of
2 Countrywide's share-holders.
50) Allowing Samaanwaiver ofsuch loan fees would also raise concerns regarding
compliance with Fair Housing and Fair Credit laws.
51)Allowing Samaan waiver of such loan fees would also raise concerns regarding
compliance with "sound banking principles" per Regulation B ofthe FRB.
52) Frazier also noted other violations of"Program Rules": Samaan listed her
loan applications as "Reduced Documentation", but the loan amount that she
requested under such terms, by far exceeded thatwhich was allowed per program
rules.9
53) Furthermore, Samaan never filed a copy ofthe Purchase Contractwith her loan
applications. Instead, Samaan filed an unverified letter titled "Supplemental
Escrow Instructions".
12 54) For all of these reasons, Frazier refused to issue any underwriting
13 recommendation on these 1003s.
14 55) Frazier instead demanded new loan applications with correct loan fees listed, a
reasonable explanation for employment data, and a true copy of the purchase
contract - not an escrow letter.
56) Unbeknown to Frazier at that time, the contract terms in the unverified letter
titled "Supplemental Escrow Instructions"were different from the true termslisted in the Purchase Contract.
19 57) Unbeknown to Frazier at that time, had Samaan filed a true copy ofthe
Purchase Contract, her loan applications would have been summarily denied, since
Samaan listed in the Purchase Contract her commission as part of the down21
payment for the property, which is explicitly prohibited.
c) Samaan fails to comply
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58) There is no evidence that Samaan ever complied with such underwriting
conditions set forth by Diane Frazier.
d) Oct 12, 2004 - 1003s re-scanned and re-stamped
59) On or about October 12, 2004 the old loan applications were scanned a second
time.
60) The old "Date Received" stamps from early October were defaced.
-8 -April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 10 of 32
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78) In October 20°4, needless to say, I had no knowledge of the nature ofSamaan's
lOo3s underwriting.
79) Inmid December 2006 I sawfor the first time any records ofSamaan's loan
applications and underwriting, in subpoena production that I inspected in my
counsel's office.
80) As is apparent from the records produced byCountrywide in subpoena, the loan
applications were never terminated on October 25, 2004, as stipulatedby the duly
assigned Senior BranchUnderwriter, Diane Frazier.
81) Instead, "Edge" the underwriting monitoring system falsely allowedMaria
McLaurin to assume underwriting privileges for such loan applications.
82) Such computer systemmust not permit such unauthorized underwriting
actions.
83) In October 25-29, 2004, McLaurin even communicatedwith Demetrio Gadi,
CFC Corporate Underwriting Supervisor, regarding her unauthorized underwriting
actions.
84) Mr Gadi on the one hand stated his disagreementwith such unauthorized
underwriting actions by a BranchManager in lieu ofa duly assigned Underwriter.
85) Mr Gadi also instructed McLaurin to stop such unauthorized underwriting
actions.
86) On the other hand, on or about October 29, 2004, Mr Gadi failed to outrightreject McLaurin's unauthorized underwriting actions, and in fact, did not prevent
them from continuing, when he must have been cognizant that the 1003S were to
be terminated on October 25, 2004.
87) On or about October 29, 2004 and November 3, 2004, McLaurin also issued
Underwriting Letters from "Edge", with no authority at all.
88) McLaurin verified such unauthorized Underwriting Letters with her hand
signatures, but with no signature by a duly assigned authorized Branch
Underwriter.
89) Such actions were in contradiction ofMr Gadi's instructions.90) The loan files fail to include anyvalid Underwriting Decision within the time
frames defined in regulations.
91)Up till January 2005, MariaMcLaurin proceeded with unauthorized
underwriting actions relative to Samaan's 1003.
-10- April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 11 of 32
1 92) In January 2005 such unauthorized loan applications (2005) were even
2 presented for funding by Countrywide Bank, FSB.
93) In January 2005, Countrywide BankFSB summarily issued a "Denial Letter"3
on Samaan's unauthorized loan applications.
4 94 ) Such underwriting conduct in the San Rafael Branch ofCHL must be raise
5 concern regarding compliance with both banking regulations and also federal and
6 California state Fair Housing and Fair Credit Acts.
7 95) The facts regarding Samaan's 1003Swere fully known by both CHL
8 management and the CFC Legal Division since mid 2006, and by Sandor Samuels
and by AngeloMozilo since at least early 2007.9
96 ) There is no evidence of corrective action ever being taken, or any reporting to
10 authorities.
11 97) Instead, Sandor Samuels, Angelo Mozilo, and various others engaged in cover-
12 up attempts.
13 98) In parallel, CHL and CFC continued to inflict greater and greater harms on me.
14 99 ) I am informed and believe that in early 2005 Diane Frazier lost herjob as
Senior Underwriter a CHL San Rafael.15
100)To the best ofmyknowledge, to this date, Maria McLaurin is BranchManager16
at CHL, San Rafael
17 III18 3- Samaan fails to perform (Oct 2004 )
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Wire/fax schemed detected, andZernik cancels escrow.
a) Oct 18-21 . 2 0 0 4 - Samaan refuses to perform per Contract
101) First week ofOctober 2004 - In the meanwhile, Samaan failed to remove her
loan and appraisal contingencies in a timely, as required by the Purchase Contract.
She would not explain why. Instead, she repeatedly claimed that the loan
applications would be approved in a matter of days.
102)On or about October 18, 2004, I issued to Samaan Notice to Buyer to Perform.
103)On or about October 18, 2004, Samaan falsely informed me through my realtor
that her loan applicationswere conditionally approved by the lender!
-11-April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 12 of 32
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104)In fact on that date the 1003S were already suspended, with termination
scheduled for October 25, 2004.
105)However, there is no indication that Samaan made any effort to file new loan
applications and meet the conditions set forth in the October 14, 2004
Underwriting Condition/Decision Letter, issuedby the duly assigned underwriter,
Diane Frazier.
106) In such daily written communications between October 14, 2004 and October
18, 2004, Samaan never asked me, or my realtor for any additional records to
facilitate her loan applications.
107)On the contrary, she expressed her confidence that the approval was pending.
b) Oct 18 , 2 0 0 4 - fax/wire scheme is detected by my realtor
108)A1so on or about October 18, 2004, while faxing the Notice to Samaan's loan
broker, Victor Parks, my realtor detected the fax/wire scheme, whereby Samaan
was impersonating her loan broker in fax communications.
109)On or about on October 18, 19 & 20, 2004. my realtor sent requests for
clarifications, but no explanation was received.
110) On or about October 20,2004 Samaan responded in writing to the Notice to
Buyer to Perform.
111) In her response, she informedme of her refusal to perform per the Purchase
Contract and fully remove the contingencies, but she also refused to follow theother option provided - to cancel escrow.
112) Close of escrowwas scheduled for November 1, 2004 but under such
circumstances I could not secure my subsequent housing, without assuming an
unreasonable risk of financial losses, since Samaan failed to remove her
contingencies.
113) Samaan also failed to request continuance of escrow closing date.
c) Oct 21 , 2 0 0 4 - I issue instructions to cancel escrow
114) On October 21,2004, given her refusal to perform, given the alleged fax/wire
scheme, and given that I lost my planned subsequent housing in the process, I
issued instructions to cancel Escrow.
/II
-12- April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, BorrowerCase # 05-90374
8/9/2019 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 13 of 32
1 4- Pl an B (2005-6 )
2 Samaan initiateswhat I later learned was a standard litigation scheme - false3 allegations of"verbal modification ofreal estate contract"and claimsfor "specific
4 performance or damages".
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a ) O ct 2005 - S a m a a n files a c o m p l a i n t
11S)In October 2005, Samaan initiated Plan B - alleged litigation scheme by filing a
complaint at the LA Superior Court.
116)It is my opinion that she would never have filed such an absurd complaint had
she not have some advance assurances that she would have full support from
Countrywide an d others.117)Initially, the complaintwas based on the claims of verbal modifications of a real
estate contract.
118) Samaan failed to file a real estate contractwith he r complaint or to clearly
state the terms of the contract.
14 119)The basic scheme does not require any claims related to the underwriting
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16 b ) L at er I f o u n d evi dence o f a s t a n d a r d c o u r t s c h e m e
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17 120) I found at least one other case that appears as an almost perfect match-
18 Galdjie v Darwish (SC052737), with some of the same participants as well.
121)BarbaraDarwish lost a 6 unit rental building through such a scheme.
122) She was also trapped in the courts for some eight (8) years starting 1998.
123)However, evenwhen I first talkedwith her in 2009, she thought that her
primary error was that she did not spend enough money on attorneys!
124) It is my opinion that such a scheme is unlikely to workwell in most courts,
where the complaint is likely to be dismissed based on the Real Estate Codes
which prohibit verbal modification of real estate contracts and/or the Statute of
Frauds - which requires a contract or clearly stated contract terms as part ofthecomplaint.
125) It is my opinion that such is and was a well-established real estate scheme in the
Los Angeles courts.
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126) I t is my opinion, based on reading, that the origins ofthe basic real estate
scheme described here are medieval...
3 III4 5- Plan B Fails (July-Aug 2006 )
Samaan's use ofthe standard litigation schemefails.56 a) July 2 0 0 6 Samaan's deposition
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127) In July 2006, in deposition, Samaan admitted much of the scheme in her offer
- that she had no experience in real estate in 2004, that she owned no stock funds
as the claimed in writing.
9 128) In July 2006, in deposition, Samaan admitted much of the scheme in her loan
applications - that her incomewas as a cosmetic saleswoman in a department
store.
129) In July 2006, in deposition, Samaan also admitted that loan broker Parks, was
entirely out of the loop.
130) In fact she also admitted lackof funds to materialize the purchase.
14 131) I t was and it is my opinion that Samaan performed poorly in deposition, and
that she and others realized that.
b) Claims of "verbal modifications" were not credible in this case
17 132)My realtor entirely denied engaging in such unauthorized conduct as verbal
18 modifications of a real estate contract.
133)Suchmodifications were and are explicitly prohibited by the California Real
Estate Code.
134)Samaan communicated exclusively withmy realtor prior to cancellation.
Therefore, for two realtors to engage in such verbal modifications was entirely
incredible.
135)My counsel and I claimed that given that Samaan held a real estate license
(albeit never used it prior to September 2004), the claim of "verbal modifications of
a real estate contract" was entirely incredible.136)By late 2006, in my opinion, Samaan and others realized that the scheme did
not work verywell in this case.
c) Aug 2 0 0 6 - I initiate Motion to Expunge Lis Pendens
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137) StartingAugust 2006, following Samaan's deposition in July 2006, I got
impatient and demanded thatmy counsel file a Motion to Expunge Lis Pendens,
hoping to get the whole litigation dismissed that way.
138) At that time, Samaan replaced her counsel and engaged AU Mohammad
Keshavarzi from SheppardMullin, a major U.S. law firm.
5 139) AU Keshavarzi requested continuance of the Motion to Expunge Lis Pendens,
6 given his unfamiliarity with the case.
7 III8 6. Countrywide's 1st Subpoenas (Aug 2006)
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a) Aug 2 0 0 6 - concerns in re: subpoena production
140 ) By August 2006, Countrywide responded to my subpoena by producing some
400 pages of records of Samaan's loan applications and their underwriting process.
141) The subpoena production omitted almost any record prior to October 12, 2004.
142)The subpoena production omitted all email correspondence related to Samaan's
1003s.
143)As I later found out email correspondence existed between Samaan's husband
15 andMaria McLaurin, Branch Manager.
16 144) In verified statements, McLaurin claimed that she had no involvement in
underwriting of Samaan's 1003s.
145)The subpoena production included false blank "Conversation Logs".
b) Fax/wire schemes in the 1st Subpoena production
146)The subpoena production also included numerous papers from Samaan that
were products of "anonymous" fax transmissions.
147) The fax headers of these records did not include any phone/fax number or ID of
the sender.
148)A naive reader may assume that such transmission came from Victor Parks.
149) However, the evidence shows that such transmissions originated with Samaan.
150)Samaanwould fax such papers to Jae Arre lloyd, thereby generating headerimprints with data and time, but no ID at all.
151) The evidence shows Jae Arre Lloyd transmitted papers that appeared as fax
transmissions to Maria McLaurin as PDF attachments to email notes.
152) Such papers had no fax cover sheets included either.
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153)Therefore there was and there is no way to ascertain when such papers arrived
at countrywide, and when theywere inserted into the loan files.
154)The evidence shows that fax transmissions were used to generate false
underwriting history after the fact.
155) Such practices raise concerns regarding Countrywide's compliance with its own
Manuals of "Practice and Policy" regarding the operation of fax machines.
156) Such practices raise concern regarding Countrywide's compliance withUETA-
relative to documentation of electronic transactions in banking.
157) Such practices raise concerns regarding Countrywide's compliance with
"sound banking principles" per Regulation B of the Federal Reserve.
Such practices raise concerns regarding faxlwire schemes in communications with a
financial institution, albeit, in this case - in full collusion with the financial11
institution itself.12
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III7. Plan C: New Countrywide Schemes (Nov-Dec, 2006 )
Upon request Countrywide generates new schemes
a) Nov 3-6,2006 - New claims upon request
158) On or about November 3-6 , 2006 Mohammad Keshavarzi - SheppardMullin
Attorney, Jae Arre lloyd - Samaan's husband, and Maria McLaurin - CHL Branch
Manger communicatedby email and by fax.
159) Such communications provide evidence of their urgent search for new claim
schemes just days prior to the hearing on the Motion to Expunge Lis Pendens.
160) On or about November 7 ,2006 , the new claim schemes were presented in
court in an Ex Parte Sur Reply by Samaan to myMotion to Expunge Lis Pendens
161) In such Sur Reply Keshavarzi entered for Samaan entirely new evidence.
162) New evidence included an Underwriting Letter, a letter by Maria McLaurin,
and a verified statement byVictor Parks.
163) Such Underwriting Letterwas an entirely new, and was missing from the
subpoena production that was supposed to include all underwriting letters
pertaining to Samaan's 1003S.
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1 164) The Underwriting Letter was machine-stamped as printed on October 26,
2 2004.
165) Copies of the Underwriting Letter discovered later, were also stamped as faxed3
on October 26, 2004.
4 166) The Underwriting letter was unverified.
5 167) The Underwriting letter was not adequately unauthenticated.
6 168) McLaurin's letter, deemedby my counsel in his objection "Hearsay" and a
declaration by Parks, claimed that the letterwas faxed and received on October 14,
2004, ormid-October 2004. But Samaan had already admitted in July 2006 that
Parks had nothing to dowith these lOo3s.9
169) Fraud expert's opinion supports thatwhich is obvious - it was printed and10
faxed on October 26, 2004.
11 170) The new scheme was hinged on this "evidence" and entailed the following:
a. That Samaan's loan applications were first received on October 12,2004;
b. That Samaan's loan applications were almost immediately suspended on
October 14, 2004, purportedly 2 days after arrival;
c. That Samaan's loan applications were suspended purportedly because of a
missing signature or initial ofmine on the Purchase Contract.
171)As a reminder - Samaan had never filed a Purchase Contractby October 14,
17 20°4, and had she filed one, her applications would have been summarily denied.18 172) However, in a series ofdeclarations over a period of almost a year, Maria
19 McLaurin provided additional false statements to support such a scheme.
20 173) Regardless ofmy counsel's objections to the admission of such invalid
evidence in the ex parte Sur Reply, it was entered, albeit with no evidentiary21
rulings.
22 174) This false evidence was repeatedly used as evidence in court, most recently
23 around October-November 2008! This alleged scheme continues to this date!
24 175) Based on such evidence myMotion to Expunge Lis Pendens was denied on
25 October 9, 2006.
26 IIIIII
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April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374
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1 III
2 9. LocatingDiane Frazier & first, not las t death threat
3 (March 2007 )
4"You don't know who you are dealing with..."
out of her Countrywidejob.
185)By mid Februazy 2007, I was in pro se.5
186)By mid March 2007 I managed to locate Diane Frazier, the Senior Underwriter.6
187) In a lengthy and involved phone call, she confirmedmy understanding ofthe
true underwriting history, and provided substantial new information.
188)Frazierwas happy to talk with me. I t was a strange phone call, since weboth
knew somuch about each other, but had never talked before.
189)It is my opinion that she was in fear. She repeatedly t ried to warn me that Iwas no t prepared for what lied ahead, andwhat I was getting into.
190)She repeatedly stated:
"You don't knowwho you are dealing with", and
"Nobody can touchMaria McLaurin
191) When I tried to call her again, to coordinate time to serve her subpoena for
deposition, a man answered the phone and issue a death threat:
" I f you ever call this number again, I will come down to
LA and gun you down"
He also explained that Frazier was prohibited by Countrywide from discussing
anything related to this matter. As a reminder, Frazier was by then two years
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10 . Meet & Confer (March 2007 )
Att Shatz & Boock claim that are no Pipeline Reports, no Internal Audit reports, no23
ExternalAudit reports, no Security Alerts, no Imaging Reports regarding24
Samaan's1003S
with the double "Date Received"stamps.25192) In March 2007, soon after my conversationwith Diane Frazier, Meet & Confer
26was conductedwith Attorney Todd Boock andAttorney Sanford Shatz from
Countrywide's Legal Department.7
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193)The contrastwas eerie. They stated the exact opposite ofwhat Diane Frazier
stated as the true history of the loan applications.
194)They also denied that any Pipeline Reports, InternalAudit Reports, External
Audit Reports, SecurityAlert Reports, Imaging Reports related to Samaan's 1003S
with the double "Received" stamps existed.
195)At the same time, they had no explanation at all for the double "Received"
stamps, andwhy the first one was defaced.
7 196) It is my opinion that they knowingly and deliberately deceived me in that
8 conference, in part, since they did not realize the degree to which I was familiar by
then with the details ofCountrywide's underwriting procedures and the
underwriting of Samaan's 1003.Alternatively - they knew that they could get away
with it.0
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11 III12 11. Initial approach to Mozilo & Samuels (June 2007 )
13 Direct requestsfor Samuels (then Presidentof "the House ofJustice" - Bet Tzedek)14 andMozilo to help in preventing fraud by Countrywide - in response they initiate
the campaign by Bryan Cave, LLP
15 a) May-June 200 7 - letters and emails to Mozilo & Samuels
16197) By May-June 2007, since I realized that the Legal Department of Countrywide
was directly involved in the schemes. I decided to seek direct help from the topofficers - Mozilo and Samuels.
198)BothMozilo and Samuels advertised on the web at that time their commitments
to fight frauds, and both invited anybody who had fraud issue to contact them.
199) Furthermore, it was my understanding then, and it is my understanding now,21
that such officers of public corporations have duties to the conduct their business
in compliance with the law.
200) I therefore approachedMozilo and Samuels directly, sending them letters and
email notes (albeit - I only guessed their email addresses, and I never received any
25 response).26 201) I asked them to either authenticate or repudiate the Countrywide records such
as the unverified, unauthenticated underwriting letter that was entered in the Ex
Parte Sur Reply ofNovember 7,2006 as the basis for the new false claims.28
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1 202) To this date, over two years later, neither Countrywide, nor its officers, not its
2 counsel, nor those pretending to be its counsel, ever answered any of these
questions.3
b) Harassment Campaign by Bryan Cave, LLP (BCLl is launched.4
203) Instead - on or about July 6, 2007, Countrywide initiated a harassment
campaign againstme that started in a procedure that still defied belief- ex parte
appearance in a "dark courtroom" for a gag order against me.
7 204) In fact, in January 2008, Countrywide appeared in court and asked for
8 "Declaratory Relief' - that it did not have to answer any of my questions
9 regarding alleged frauds.
10 III12. Bailout-Merger and beyond (February 2 0 0 8 to present)
11Direct requestsfor helpfrom General CounselMayopoulos, President
Lewis, and the AuditCommittee, and harassment by Bryan Cave, LLP13
continues", ye tnow they refuse to answer who their client(s)14
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is/was/are/were.
a) Upon Bailout-Merger with BAC, I tried to approach BAC officers
and the Legal Department
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17205)ln February 2008, after the announcement ofthe take-over, I sent registered
18certifiedmail to Ken Lewis and other members ofthe Board of Directors.
206) In February 2008, I received a nice response from the office ofLewis, stating
that the merger promises to produce better services to consumers...
207)1 happen to hold deposit accounts with BAC.
22 208) During this period Bryan Cave, LLP continued to harass me.
209) In October-November 2008 I started to suspect that there is also a dishonest23
scheme relative to the engagement of Bryan Cave, LLP by BAC.
210) In November December 2008, and again in January February 2009, I therefore
called the office of BAC General Counsel. I reached senior staff of that department
including but not limited to Phil Wertz, Carolyn Johnson, and others.
27 211) In all these phone conversations, without exception, I was instructed that Bryan
28 Cave, LLP was not authorized to appear on behalfofBAC.
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1 212) I was instructed that Todd Boock was the only counsel authorized to represent
2 BAC in my case.
b. The evidence is clear: To this date, BAC, CFC, Bryan Cave, LLP and3
Todd Boock are engaged in some variation of the scheme rebuked by
4 this Honorable Court in March 2008.
5 213) Todd Book claims that I am prohibited from communications with him per
6 some undisclosed court order, and that I must communicate only with Bryan Cave,
7 LLP.
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214) Bryan Cave, LLP, in turn, went to court and claimed that I harass BAC, and
issued judgment ofContempt against me, claiming I was prohibited from any
communications with BAC or any of its employees, and violated such order when I
figured out that they were never authorized to appear for BAC in court!
c. I also filed complaints with the Audit Committee
12 215) More recently, in early 2009, I also purchase a single share ofBAC, to
establish my share-holder status.
14 216) The price I paid was about $5.00, far below the price of around $50.00 about
a year ago. The loss to share holders have sustained in the past year is in the
hundreds of billions of dollars.
217) In recent months I filed a complaints with the Audit Committee ofBAC and
asked their response on the same and related questions regarding the schemesagainst me by Countrywide.
218) I cannot get the Audit Committee to even acknowledge receipt of a complaint
per Sarbanes Oxley Act of 2002.
III13. Epilogue
219) Through such conduct Countrywide caused my financial devastation.23
220) I was forced to abandon my home under the threat of force.
24 221) My home was taken for private use with no compensation at all.
25 222) Mylosses exceed $2 millions.
26 223) Grant Deeds were issued and filed, which per fraud expert are fraudulent
conveyance of title.
224) I am still under harassment and intimidation today.
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1 225) In recent months I repeatedly requested response from Bank ofAmerica
2 CorporationlCountrywide regarding 6 issues which I allege are the core of the
frauds by CFC and now BAC, listed in Exhibit 5. CFC, BAC, their officer, counsel,3
and more recently the Audit Committee ofBAC refuse to answer at all.4
5 Respectfully submitted, April 12, 2009, La Verne, California.6
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Joseph Zernik
mprose
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12Exhibits attached to instant paper:
1. June 2007, web pages where Sandor Samuels advertised his fraud fighting13
commitment and solicited requests for help from fraud victims - p 2514
2. June 2007, Web pages where Angelo Mozilo stated Personal & Corporate15
Ethics - p 2716
3. Kenneth Lewis - Bank ofAmerica Code of Ethics - P 3317
4. Bank of America, Legal Department: Outside Counsel Procedures, by18
Tim Mayopoulos. - p 5419
5. List of 6 key records, defined in requests from BankofAmericalCountrywide in20
recent months as the core frauds against me, and where I am seeking response from21
Bank ofAmerica/Countrywide. -P lo422
23 III24 IIIIII25 III26
IIIIII27 III28
April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
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1
STATEMENT OF VERIFICATION2
3 I, Joseph Zernik, have writtn and re-read the foregoing:
4 Notice #2 To Hon Jeff Bohm, Pursuant To Memorandum Opinion, Doc#248 , March 5, 2008 , Statinq: "The court will continue to verify that its
5 trust is well-placed" - OvervIew of conduct of Countrywide, it s officers &its counsel.
6 I know the content thereof to be true and correct. It is true and correct based
7 on my own personal knowledge, except as to those matters therein stated as based
8upon information and belief, and as to to those matters, I believe them tobe true
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and correct as well.
The exhibits providedwith this record under Exhibit 1, Exhibit 2 , Exhibit
3, Exhibit 4 & Exhibit 5, as listed above, are true and correct copies of records in
my possession.
I make this declaration that the foregoing is true and correct under penalty of
JOSEPH ZERNIK
inprose
peIjury pursuant to the laws of the United States.
15 Executed here in La Verne, County ofLos Angeles, California on this 12 th day
16in April, 2009 .
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Case # 05-90374
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Exhibits
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Exhibit 1
April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, Borrower
Case # 05-90374
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 26 of 32
bet tzedek .o rg 6/20/07
Bet Tzedek Website Contact Us I Volunteer I Donate Online
Call Bet Tzedek
By Sandor Samuels, BT Board President 2006-2007
Whom do you call if you are elder ly and someone is trying
to evict you from your apartment or your house? Whomdo you call if you are a holocaust survivor and are beingdenied your rightful reparat ions? Whom do you cal l if youneed to care for an abandoned grandchild or niece or
nephew? Whom do you call if you l ive in a nursing homeand are being denied appropriate care or treatment?
And whom do you call if you are being denied your rightfulwages or are being forced to work in substandardconditions?
The answer to these and other legal problems afflicting the
poor and the elderly in our community is a resounding BET
TZEDEK. I'm proud to be the President of the Board of Directors of such an organization.I'm especially proud of Bet Tzedek Shabbat, a new outreach campaign that we conductedon March 17th and 18th.
On March 17th and 18th, Bet Tzedek'smessage was delivered in congregations allacross the southland. Rabbis and members of
Bet Tzedek's Board of Directors delivered adrash - a sermon - for Parshat Ki Tisa, the
portion containing the thirteen attr ibutes of
God. These attributes include compassion,k indness and mercy. The message is s impleyet power fu l: All who are in need, come andwe wil l tr y to help.
This is what we do at Bet Tzedek: tr y to helpall who come to us. On Bet Tzedek Shabbat,nearly 10,000 congregants heard our call fo rmore volunteers. And you, too, can be partof BetTzedek.
Please display the same attributes of
compassion, kindness and mercy by
volunteering your time to help further BetTzedek's mission. Read more about our work
in this e-newsletter and on our website. Thencall Bet Tzedek's Volunteer Coordinator, RobinSommerstein, at 323-549-5814 or email her [email protected] to get involved.
Thanks to the following synagogues and churches fo r participating in Bet TzedekShabbat:
Adat Ari EI
Beth HillelBeth Jacob CongregationBeth Shir ShalomB'nai Benet (Simi Valley)B'nai DavidB'nai HorimLeo Baeck TempleSt. Peter's Italian Church
Exhibits- 26-
Printed for [email protected]
Sinai TempleStephen S. WiseTemple Adat ElohimTemple AliyahTemple Beth AmTemple IsaiahTemple Israel of HollywoodTemple JudeaUniversity Synagogue
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Exhibit 2April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, Borrower
Case # 05-90374
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Case 05-90374 Document 257 Filed in TXSB on 04/15/09 Page 28 of 32March 26, 2009: This page was or ig ina l ly d o w n l o a ~ _ j on March 19, 2007.JHZ
Code of Business Ethics Statement
Overview
As Countrywide takes its place among the foremost diversified financial services providers,
we w ill continueto set the industry standard fo r excellence and integrity.
Icontact us I site map I log in
business parlnersllVUsl!l1 relaHollS
~ p r i n t
At Countryw ide,we're helping you getthe most out of our
iversified financial services through our fanily of corrpanies.
Countrywide's Code of Business ahics
Countrywide's Codeof Business Bhics reflects the company's
existing cutture and serves as a guide for our directors, officers and
errployees in their daily activities. In all of our business practices,we
are colllTilted to doing the rightthing. As a resull, Countrywide has a
strong reputation for i n t e g r ~ y with its customers, business partners,shareholders and its ow n errployees.
AMessage from the COO
IlilOilius
A eutture of "corporate" ethics can only be buitt on a strong foundation of "personal" ethics.
For this reason, we expect all of our directors, officers and errployees to conduct
themselves in a manner that reflects Countrywide's comrilmenttoacting ethically and incorrpliance w ith the law. 81ery director, officer and employee is held accountable for
corrplyingw ith this Code.
The very natureof our business dictates a high level of respect for the confidentiality and
privacy of customer and business partner information.We are also dedicated to ensuring the
accuracy of our financial reporting and all other documentation thatwe prepare. We have
strict policies prohibiting activities that conflict w ith the interests of Countrywide, our
shareholders and our ability to provide unsurpassed service to our customers.
Sincerely,
Angelo R MJzilo
Chairman and CEO
Countrywide Financial Corporation
As a condition of errployment, each officer and errployeeis expected to corrply w ~ this
Code of Business Bhics and w ~ be held accountable Whe or she fails to doso. Any violation
of this Code, or any conduct that violates any law , rule, regulation, or ethical or professional
norm, is subject to disciplinary action, up to and inclUding ternination of errployment.
Directors, officers and errployees are also expected to cooperate fUlly w ~ any eorrpany
audits or investigations and to answer aU questions fully and truthfuUy. II is a violation of
corrpany policy to intinidate or irrpose any other formof retaliation on any errployeewho, in
goodfaith, reports any actual or suspected legal, ethical, or policy violation.
This Code provides the standards of conduct thatguide all directors, officers, and errployeesof Countrywide. AI of our directors, officers and errployees must conduct themselves
appropriately and seek to avoid even the appearance of irrproper behavior.
At Countrywide, ethical conduct and legal corrpliance are thefoundation for our position of
industry leadership. Countryw ide's ability to maintain its leadership position requires that each
employee, officer and director exhibit a high level of personal integrity w hen interacting w ith
Countrywide customers, business partners, shareholders, and each other. Directors,
officers and employees must allow honesty, common sense and good judgmentto govern
their conduct.
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Our Bhics Statement serves as the benchmark by which each of our daily business
decisions shOUld be measured and lies atthe very coreof the Countrywide way o f doing
business:
"At Countrywide,ethical standards guide our business conduct. We act lawfully and
with integrity in our dealingswith our customers, business partners, shareholders,
and w ith each other."
Compliance with Laws, Rules and Regulat ions
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Code of Business Ethics StatementCountrywide directors, officers and errployees are reqUired to corrply w ~ all applicable
law s, rules and regulations.
The Recording and Reporting of Countrywide Information
At Countryw ide, weare comrritted to ensuring that all business-related information is
recorded and reported accurately, honestly and in a t imely manner. Directors, officers and
errployees ITlJst ensure that informationis reported truthfully and correct ly, and also exercise
diligence in ensuring that reported information is organized in away that is understandable
and does not rrislead or rrisinformthose who receive the information. Our policy relating to
accuracy of corrpany records extends to financial statements, loan documents and servicingrecords prepared on behaW of our customers, and to information prOVided to government
errployees or officials.
Now here is Countrywide's cormitment to ethical standards more evident than in how we
comnmicate our financial position and operational resutts. We striveto ensure full, fair,
accurate, timely and understandable disclosure in reports and documents thatw e f ilew tth, or
subrrit to, the Securities and ExchangeConnission and in other public corrmmications rrade
by us. Countrywide officers and errployees who prepare financial reports ITlJst exercise the
highest diligence in ensuring that there are nofa lse or rrisleading statements.
We also provide our off icers and employees the means to confidentially, anonymously report
concerns about accounting and a u d ~ i n g matters by calling 1-888-310-6761, which isoperated 24 hours a day by operators errployed by an independent, third party helpt ine
provider. The independent helpline provider may also be contacted by w ebtinkat
www.tnwinc.com.webreportorbyU.S.mail at Countryw ide Shics, Accounting and A U d ~ i n gHelpline, c/o The Network, 333 Research Court, Norcross, GA 30092.
Insider Trading
The stockof Countryw ide Financial Corporation is pUblicly held and traded on the New York
Stock Exchange. In order to ensure that all investors have equal o p p o r t u n ~ and fair
advantage to make investment decisions, allCountrywide directors. officers and errployees
are SUbject to federal "insider trading" laws that prohibtt them from buying or selting stock
w ~ advance knowledge of important corrpany information that is unavailable to the general
public. Such information may include proposed mergers or a c q u i s ~ i o n s , earnings predictionsor changes in predicted earnings, new equtty or debt offerings, unreleased production
numbers and new product information. Countrywide directors, officers and employees are
also prohibtted from disclosing "inside information" to otherswh o may use the information to
trade corrpany stock.
Countryw ide's policies w tth respect to "insider trading" are also strictly enforced in reference
to business partner information as to which Countrywide directors, officers and errpioyees
may have advance know ledge.
Unfair Business Practices
Countrywide's cormitment to high ethical standards in tts business pract ices w ~ customers,business partners and competitors is reflected in our dedication to candid and forthright
cOJT11lJnications about our products and services. Unfair and deceptive business pract ices
(e.g., the rrisuse of proprietary information or the rrisrepresentation of material facts) are
strictly p r o h i b ~ e d . Countrywide w ill engage in responsible lending and other business
practices and treat aD customers fairly, w ~ h o u t regard to gender, race, color. religion,
national origin. ancestry, pregnancy, age, marttal status, sexual orientation, or physical or
mental disabiltty.
Antitrust and Anti-Competit ive ActiVities
Countrywide offers ~ products and servicesto customers in corrpiancew tth a n t ~ r u s t laws,
w hich p r o h i b ~ Countryw ide from entering intoany agreementw tth ~ corrpetttors to restrict
the systemof free trade by fixing prices, allocating territories or customers or refusing to
provide service to particular customers. Countrywide's customers conduct business w tth the
Company on the basis of tts industry reputation. Our customers choose Countrywide as their
financial services provider because of the qualtty of ~ services and products.
Countrywide and tts directors, officers and errployees ITlJst, at all times, conduct business
openly and avoid any sttuation thatmight even createthe appearance that Countrywide has
made any agreement that irrproperly impacts industry prices or the c o r r p e t ~ i o n .
Confidential and Proprietary Inform ation
Because of the nature of our business. Countryw ide possesses sensttive and confidential
information about our customers, business partners andthe Company ttself. All directors,
officers and errployees have a duty to protect against the disclosure of such information
unless disclosure is authorized andw ~ h i n the law.
Wtth respect to our customers, wh o entrust us w tth confidential personaland financial
information, Countrywide is comrritted to safeguarding all such information, including
information gathered through applications and supporting documents, account information
obtained in the course of our ongoing relationships w tth customers, and information
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Code of Business Ethics Statementexchanged through the Corrpany's w e b s ~ e s .
Sirrilarly, Countrywide's directors, officers and errployees rray be exposed to proprietary or
otherw ise confidential inforrration about a business partner. Countryw ide directors, officers
and errployees accept r e s p o n s i b i l ~ y for rraintaining the c o n f i d e n t i a l ~ of confidential
business partner inforrmtion, n e ~ h e r using for personal gain nor disclosing the inforrmtion
to others w ~ h o u t proper authorization.
Finally, Countrywide directors, officers and errployees rray be privy to s e n s ~ i v e and
confidentialinforrmtion about their fenow errployees or Countrywide as a whole.
Unauthorized disclosure of such inforrmtion is strictly prohibited.
1m proper Influence
At Countrywide, all custorrers and business partners receive the sarre high level of
assistance and service. Countryw ide directors, officers and errployees are strictly p r o h i b ~ e dfrom giving, soliciting or accepting business courtesies or gifts intended to influence business
decisions. All business decisions are to be rrade onthe basis of the rreritof the transaction
and in corrpliance w ~ any legal and regulatory requirerrents.
Countrywide also routinely conducts business w ~ a variety of governrrent agencies such
as the U.S. Departrrentof Housing and Urban Developrrent, the U.S. Departrrent of Veterans
Affairs, and a host of state regulators, local and state bond a u t h o r ~ i e s and others. Vllhat rray
be acceptable practice in thecorrmercial business environrrent, such as providing norrinal
gifts and h o s p ~ a l ~ y , may be inappropriate when rranaging relationships w ~ governrrent
errployees or those w ho act onthe governrrent's behaif. All directors, officers and
errployees must adhere to the relevant law s and regulations governing relationships w ~ governrrent custorrers, errployees, and officials. Countryw ide directors, officers and
errployees are strictly p r o h i b ~ e d from irrproperly influencing the decisions of, or obtaining
restricted inforrmtion from, governrrent employees or contractors by offering or prorrising to
give money, gifts, loans, rewards, favors or anything else of value. A d d ~ i o n a l l y , Countrywide
exercises proper protocol in bidding on all governrrent contracts, which prohibtts the
requesting of inforrration from governrrent officials or agents that would provide the
company w ~ an unfair advantage.
Discr im in a tio n in Hring
Countrywide has a long-standing philosophy and operating policy of seeking qualified
applicants for all p o s ~ i o n s in corrpliance w ~ all federal, state and local laws governing equal
errployrrent o p p o r t u n ~ y . All hiring decisions must be rrade w ~ h o u t regard to an individual's
gender, race, color, religion, national origin, ancestry, pregnancy, age, m a r ~ a l status, sexual
orientation, medical c o n d ~ i o n , veteran status, or physical or rrental d i s a b i l ~ y . Countrywide
strives to be an errployer of choice for a highly diverse, best-in-class workforce.
Harassment
Countrywide is comrritled to providing a work environrrentthat is free of unlaw ful
discrirrination and harassrrenl. We striveto create a work environrrent in which everyone istreated w ~ respect and d i g n ~ . nis our philosophy that every errployee has the rightto
work in an atmosphere that provides equal errployrrent o p p o r t u n ~ i e s and p r o h i b ~ sdiscrirrinatory practices and conduct, such as illegal harassrrent, including sexual
harassrrenl. Countrywide takes ilegal harassrrent seriously and w ill endeavor to prevent,
investigate and correct harassrrent in the workplace or in any selling where corrpany
business or a company-sponsored event is being conducted.
Safety
Countrywide strives to ensure the health and safety of each of ~ errployees, custorrers
and v i s ~ o r s by rraintaining a workplace that is free of unsafeand/or hazardous c o n d ~ i o n s .Countrywide has estabished a Safety Program, which includes procedures for correcting
unsafe c o n d ~ i o n s and for responding in errergency s ~ u a t i o n s . As part of our comrritrrentto
creating a safe work and operating environrrent, drug and alcohol abuse in theworkplace is
strictly p r o h i b ~ e d .
Wo r kpla ce Vio le nce
Countryw ide is comrritled to providing its errployees w ~ a safe and productive workplace.
Countrywide's policy prohibtts any acts or threats of violence by or againstCountryw ide's
errployees, custorrers, vendors, or other v i s ~ o r s . Countrywide does nottolerate actual or
threatened workplace violence against co-workers, custorrers, vendors, v i s ~ o r s , or any
other persons wh o are e ~ h e r on Countrywide's prerrises or have contact w ~ errployees in
the course of their duties.
Conflict o f I nt erest and Co r p or a te Op p o rtu n itie s
Just as w e a r e comrritted to providing our errployees w ~ a secure and supportive work
environrrent, we expect our directors, officers and errployees to act in the best interest of
Countrywide and ~ custorrers, business partners and shareholders at aa tirres. Each
director, officer and employee has a r e s p o n s i b i l ~ y to ensure that his or her personal interests
do not conflict with those of Countrywide. Using Countryw ide property or inforrration,
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Code of Business Ethics Statementcorrpeting w ~ Countryw ide or leveraging Countryw ide business o p p o r t u n ~ i e s to achievepersonal gain or to b e n e f ~ a person or e n t ~ outside of Countrywide, is a directviolation of
Countrywide's conflict of interest policy. In a d d ~ i o n , should a director, officer or employee
beieve that a contemplated materialtransaction or relationship could reasonably be expected
to give riseto a confl ict of interest, he or she should notWy one of the persons listed in the
"Reporting tklethical or Ilegal ConductlBhics Questions" section of this Code.
A director, officer or employeemay not represent Countrywide inany transaction w ~ a
person or an e n t ~ y in which the director, officer or employee or hislher spouse, children, and
other members of the director, officer or e"1Jloyee's household have a direct or indirect
interest, or fromw hichthe director, officer or employeemay derive an improper personalb e n e f ~ . To avoid possibleconflicts of interest, directors, officers and employees may notprocess or approve a loan application that was subrritted on behalf of their spouse, relative,
personal friend or member of their household. Any such loan application must be approved
by a loan officer or manager w hois not supervised by the director, officer or ernployee.
Protection and Proper Use of Company Assets
All employees have an obligation to protect Countryw ide's assets (e.g., computer equipment
and softw are, intellectual property, etc.) and ensurethat those assets are efficiently used.
All of Countrywide's assets mJst only be used for Iegitirnate business purposes.
Waivers of Code
Any waiver of this Code for executive officers or directors may bemade only by the Board
of Directors and must be promptly disclosed to shareholders.
Reporting Unethical and Il legal Conductlehics Questions
Countrywide employees are required to reportRlegal or unethical conduct to one of the
following:
(1) To confidentially or anonymously report any ethics concern, including concerns about
questionable accounting or a U d ~ i n g matters, e"1Jloyees should contact the Bhics,Accounting and Auditing Helpline through one of the following methods:
• By telephone, at 1-668-310-6761 (staffed 7 days per week, 24 hours per day)
• By Webink, at www.tnwinc.com.w ebreport
• By U.S. mail, at Countrywide Bhics, Accounting and Auditing Helpline, clo The Network,
333 Research Court, Norcross, GA 30092
(2) To report suspected crimnal activity, employees should contact the Fraud Hotline through
one of the following methods:
• Fhone: (677) ClFRALD (677-263-7263)
• EmaR: [email protected]
• Fax: (605) 955-5666
• MaR: Countryw ides Fraud Hotline, 1757 Tapo Canyon Road, Mail Stop SVW-469, SimValley, CA 93063
• is not necessary that employees independently confirmtheir suspicions before calling the
Fraud Hotline. In addition to reporting suspected crimnal a c t i v ~ y , employees may contact theFraud Hotline to ask questions and discuss concerns about potential crimnal violations.
Examples of suspicious a c t i v ~ that should be reported to the Fraud f-btline include:
• Fraud (e.g. identity theft, mortgage loan fraud, check fraud, w ire fraud or credit card fraud)
• Insider abuse such as bribery, errbezzlement, msuse of position or self-dealing
• Money laundering
• Violations of the Bank SecrecyAc t
• Computer intrusion
(3) To report employment-related concerns (discrirrination, harassment, corrpensation
matters, etc.), employees should contact their fl'rployee Relations representative by calling
the l-fl Service Center at 1-666-447-4232.
Countrywide w ill take reasonable steps to maintain the c o n f i d e n t i a l ~ y of any employee w homakes a non-anonymous report to the Bhics, Accounting and A u d ~ i n g Helpline, the Fraud
Hotline or fl'rployee Relations.
Sirrilarly, Countrywide w ill take reasonable steps to maintain the c o n f i d e n t i a l ~ y of employeesabout or against w hom such a report has been made, unless or until it has been c1etermned
that an actual violation has occurred.
IT IS A VIOLAnON OFCOMPANY POLICY TO INTIMIDATEOR 1MPOSEANY O T t ~FORM OF RETALIAl iON ON AN 8'IIPLOYEEWHO REPORTS ANY ACTUAL OR
SUSPECTBlILLE'GAL ORUNETHCAL CONDUCT. H O W r : v ~ AN 8'IIPLOYEEWHO
KNOWINGLY MAKESA FALSEREPORT MAY BE SlBJECT TO lJSCIPLINE.
The section entitled "Reporting l.J1ethical and Illegal ConductlEthics Questions"was
amended on September 25, 2006 to, among other things, update the contact information and
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Code of Business Ethics Statementretaliation provisions.
home loans I lessthan perfect credit loans I home loansen espanol Iwe house america I ban1<ing I insurance I investments I your accountscontact us I site map I about us I investorrelations I press room I careers I privacy & security I licenses & registrations
1i::tCountrywide Home Loans, Inc. and Countrywide Bank, FSB are Equal Housing Lenders. ©2007 Countrywide Financial Corporation. Trade/service marks are
the property of Countrywide Financial Corporation and/or itssubsidiaries. All rightsreserved.
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Exhibit 36
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April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
Exhibits
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Bank of America Corporation
Code of Ethics
Exhibits
- 34-
BankofAmerica"Bank of Opportunity'
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The Bank of America Core Values
The following five values represent what we believe in as individuals and
as a team, and how we aspire to interactwith our customers, our shareholders,
our communities and one another.
Doing the Right Thing
We have the responsibility to do the right thing for our customers,
shareholders, communities and one another.
Trusting and Teamwork
We succeed together, taking collective responsibility for our
customers' satisfaction.
Inclusive Meritocracy
We care about one another, value one another's differences, focus on results
and strive to help all associates reach their full potential.
Winning
We have a passion for achieving results andwinning-for our customers,
our shareholders, our communities and one another.
Leadership
We will be decisive leaders at every level, communicating our vision
and taking action to help build a better future.
Revised January 2009
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.- - - - - - - - - - ---------_ .._---_.
2 Bank of America Corporation Code of Ethlcg:xhibits
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A Message from the CEO
The Bank ofAmerica Code ofEthics for all ofour
associates and directors puts intowriting the highest
standards ofethical conduct to which we hold ourselves,
and one another, accountable.Trust, one of the core values onwhich our company is built,
is also the foundation onwhichwe build strong relationships
with our customers, shareholders, communities and one
another. Our code provides directionon howwe can achieve
our business goals while preservingand buildingon the trust upon which
our companyis built. The responsibilityfor creatingand sustaining trust in
BankofAmerica rests squarelyon each ofus and the personal integritywe
bringto ourwork.
The code, in effect, explainswhatwe meanwhenwe say one ofour core values is
"doing the right thing." Each ofus is required to acknowledge our responsibilityfor reading, understanding and complyingwith the guidelines in this document.
I fyou have anyquestions, talkwithyourmanager.
We all recognize that results are important. Our Code ofEthics underscores
our individual and collective recognition that howwe achieve those results is
just as important. To preserve the trust others place in us-and our trust in
each other-I am counting on you to uphold the highestprofessional and ethical
standards in all that you do. In livingup to this commitment, I look forward to all
we will accomplish together.
Kenneth D. Lewis
/ ~ f t ~ . LChairman, ChiefExecutive Officer and President
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
Exhibit!:Bank of America Corporation Code of Ethics 3- 36-
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Table of Contents
Introduction 5
Section 1:
Governance and Administration 7
• Reporting certain conduct 7
• Accounting • . . . . . . . . . . . . . . . . . . . . . . . . 8
• Code waivers . . . . . . . . . • . . . . . . . . . . . . . 8
Section 2:Conflicts of Interest 9
• Gifts, hospitality and
entertainment 9
• Information disclosure
and dissemination •...•.. . . . . . . . . . . 10
• Outside activities
and relationships • . . . . . . . . . . . . . . . . . 10
• Service providers 11
Section 3:
Confidentiality and
Information Security 12
• Customer information 12
• Bank of America information 12
• Associate information 12
• Supplier information 12
Section 4:
Bank of America Assets , 14
Section 5:Financial Responsibility 15
• Borrowing 15
• Business expenses 15
• Personal fees 15
Section 6:
Compliance with Law 16
• Anti-money laundering 16
• Market timing and excessive
trading prohibitions 16
• Fair dealing 17
• Corporate opportunities 17
• Political contributions 17
Section 7:Restrictions on Trading in
Securities or Financial Instruments;
Prohibition Against Misuse of
Material, Nonpublic Information 18
• Restrictions on tradingin Bank of America securities 18
• Restrictions on trading
in other securities or
financial instruments 19
• Information walls 19
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.
---_._--------_.__ ._--------------_._-------_._-_._---------_._--
4 Bank of America Corporation Code of Ethic§:xhibits
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Introduction
"What does it mean to be a Bank of America associate? It means that individually
we each uphold a commitment to our company's Core Values as guides for our
daily conduct; and as a team we act with a shared ethical responsibility to always
do the right thing."
-Ric Struthers, President, Global Card Services, on the Core Values
BankofAmericaCorporation1 is committed to the highest standards ofethical
and professional conduct. To help you understand how these standards apply
to you andyour teammates, this Code ofEthics provides basic guidelines of
business practice, and professional and personal conduct you are expected
to adopt and uphold as a BankofAmerica associate.2
The publicjudges BankofAmerica by the actions of its associates. This code
is intended to guide your conduct to instill public trust and confidence.
The following pages include sections on:
• Avoiding conflicts, or even the appearance of conflicts, between
personal interests and the interests ofBankofAmerica, its shareholders
or customers.
• Keeping information confidential and secure.
• Properlycaring for and protectingBankofAmericapropertyand assets.
• Conductingyour personal financial affairs responsiblyand keepingyour
business expenses in order.
• Not taking anyaction, eitherpersonally or on behalfofBankofAmerica,
which violates any law, regulation or internal policy.
• Avoidingmisuse ofmaterial, nonpublic information relatingto securities
or other financial instruments.
• Promptly reporting anyknowledge or information aboutBank ofAmerica
associates or agents you suspect ofcommitting crimes.
Your division orteammayhave additional or more restrictive policies youmust
follow. Yourmanager or compliance officerwill provide you with anymanuals,
policies and procedures related to your specificjob. You should refer to the
Associate Handbook for additional information on associate conduct.3
The corporationmaypublish additional policies as deemed necessaryor
appropriate. Talk toyourmanager and visit the internalWeb site foryour
line ofbusiness to determine all policies applicable to you.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.
E x h i b i t ~ a n k of America Corporation Code of Ethics 5
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You are expected to follow the information in this code, other policies referred
to in this document, additional policies that apply to your job, and the spirit
and letter of all laws and regulations. 4 Violation of the Code ofEthics or these
other policies, laws and regulations constitutes grounds for disciplinary action,
including termination ofemployment and possible legal action.
lThe terms "BankofAmerica" and "corporation" referto BankofAmericaCorporation and its directand indirect
subsidiaries. For convenience,we use theseterms because various companieswithinBank ofAmerica use this booklet.
The use of these terms here or inother publications does notmeanyou are an employee ofBank ofAmerica Corporation.
The use of theseterms or issuanceofthis bookletdoes not changeyour existingat-will employee status.2The term "associate" refers to any Bankof Americadirector, officer or employee.
'The2009CodeofEthics supersedes and replaces anypriorcommunications, policies,rules, practices, standards
and!or guidelines to the contrary,whether writtenor oral. To the extent thereare any conflictswith the
AssociateHandbook, the language of this code controls.
4 If any provision ofthis code conflictswith your locallaw, the provisions ofyour local law apply.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.
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Non-Retaliation
You must report the relevant facts,
as well as any other circumstances
or activities that may conflictwith
the Code ofEthics, tothe Ethics and
Compliance Hotline. You will not
be retaliated against for reporting
information in goodfaith in accordance
with this policy.
Section 1: Governance and Administration
If you have any questions or concerns regarding the Code of Ethics:
• Consult yourmanager
• Contact the Personnel Center's Advice andCounsel at 1.800.556.6044
To report complaints or possible violations regarding ethical issues,call the Ethics and Compliance Hotline:
• Callers in the UnitedStates, Canada, Puerto Rico and U.S. Virgin
Islands call toll free 1.888.411.1744.
• For other international associates, toll-free dialing instructions
will vary bylocation. Please see the international dialing instructions
for details.
Complaints can be submitted anonymously and in complete confidence.
The Ethics OversightCommittee resolves any issues regarding theCode ofEthics, including potential violations and certain exceptions, andwill review the
information from the Ethics and Compliance Hotline. The committee includes
the corporation's general auditor, general counsel, principal compliance
executive and chiefadministrative officer.
1.1 Reporting certain conduct
BankofAmerica can be held criminallyliable ifone ofits associates or agents
commits certain crimes. You must promptly report any knowledge or information
about employment-related conduct byanother associate or agent of the
corporation that you reasonably believe to be:
• Acrime• Aviolationoflawor regulation
• Adishonest act, including
misappropriation offunds
or anything ofvalue from
Bank of America or the
improper recording of
the corporation's assets
or liabilities
• Abreach of trust
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' In this document.
Exhibit!:8ank of America Corporation Code of Ethics 7
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1.2 Accounting
To ensure the integrityof its consolidated financial statements,Bank ofAmerica
has established internal accountingand operating controls and procedures,
includingdisclosure controls and procedures, and a Disclosure Committee.
All associates responsible for the preparation ofthe corporation's financial
statements, or who provide information as part ofthatprocess, must maintainand adhere to these controls so that all underlyingtransactions, both within
BankofAmericaandwith third parties, are properly documented, recorded
and reported.
In addition, all associates have the responsibility to promote full, fair,
accurate, timelyand understandable disclosure in reports and documents
that Bank ofAmerica files with or submits to the Securities and Exchange
Commission and in other public communications made by the corporation.
The Audit Committee of the Board ofDirectors has establishedprocedures
for the receipt, retention and treatment ofcomplaints regarding accounting,
internal accounting controls or auditingmatters.You may raise any suchconcerns to the Ethics and ComplianceHotline.You will not be retaliated
against for reporting information in goodfaith in accordance with this policy.
1.3 Code waivers
The Board ofDirectors must approve anywaiver ofthe Code ofEthics for
the principal executive officer, the principal financial officer, the principal
accounting officer and any executive officer or director. The corporationwill
promptly disclose any suchwaiver on its Web site or through a press release
or other public filing as requiredby law, regulation or applicable stock
exchange rule.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.
8 Bank of America Corporation Code of Ethlcixhibits
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What is a conflict of interest?
As a Bank ofAmerica associate, you
must recognize that conflicts of interest
may occur whenyour personal interests
or activities compete or interfere-or
even appear to compete or interfere
withyour obligations to the corporation,
its shareholders or customers.
Conflicts ofinterest
also may arisewhenyou put the interest ofone set
ofcustomers overanother, or the
corporation's interestoverthe interests
ofits customers, without legitimate
reason. Such situations might interfere
withyour judgment or ability to properly
fulfill yourBank ofAmerica duties.
Section 2: Conflicts of Interest
"We work for a large and complex company that operates in a complex
environment. We need to measure our success both by what we achieve and how
we achieve it."
-Amy Woods Brinkley, Global Risk Executive, on doing the right thing
You must avoid conflicts-or even
the appearance of conflicts-between
personal interests and the interests
ofBankofAmerica, its shareholders
or customers.
It is impossible to define every action
that could be reasonably interpreted
as a conflict ofinterest. This section
defines several potential conflicts of
interest as examples thatyou mustbe aware of:
• Gifts, hospitality
and entertainment
• Information disclosure
and dissemination
• Outside activities
and relationships
• Service providers
Conflicts of interest also arisewhen you or your family members receive
improper personal benefits as a result ofyour position in the corporation.
More information is available from the Enterprise Conflicts
Management Program.
2.1 Gifts, hospitality and entertainment
Aconflict of interestmay arise when you give or receive gifts, hospitality
or entertainment.
Associates must not give or receive gifts ofmoneyto or from current
or prospective customers or suppliers, unless given as part ofan approved
Bank ofAmerica customer satisfaction program, inwhich case, such gift(s)
must complywith all program restrictions. There are restrictions on givingorreceiving discounts and non-monetary gifts to or from current or prospective:
• Customers
• Suppliers
• Government officials and agencies
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues. go to "Section 1: Governance and Administration" In this document.
E x h i b i t ~ a n k of America Corporation Code of Ethics 9
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In addition, youmust not accept or provide hospitalityor entertainment from or
to currentor prospective customers or suppliers unless it is for a valid business
purpose, providingan opportunity for a meaningful business conversation.
These restrictions are not intendedto apply to gifts, hospitality or
entertainment based on obvious family relationships or close personal
friendships, where the circumstances make it clear that it is the relationship
rather than Bank ofAmerica's business-that is the motivating factor.
You should not participate in anyactivity that could embarrass or reflect poorly
on Bank ofAmerica. To ensure compliance with various state and Federal laws
relating to interactionwith government officials and agencies, associates must
contact their Senior Line ofBusiness Manager, in consultationwith their Line
of Business Compliance Officer, before entertainingor giving any item to a
government or public official.Your activities should be legal, and should not be
frequent or extravagant. More information is available in the Working at
Bank ofAmerica section ofthe Associate Handbook or to learn more about
Bank ofAmerica's gift and entertainment guidelines and restrictions, please
visit the Gifts and EntertainmentPolicies Web page.
2.2 Information disclosure and dissemination
A conflict of interestmayarise ifyou make public certain types of information
you haveaccess to as part ofyour job.
You must not inappropriately share or disclose to the public proprietary
information concerning Bank ofAmerica, including such information
about clients, vendors, market conditions or business events. Even ifyou
inadvertentlyor accidentally share or disclose such information, a conflict of
interest may arise.
Additional information is available in "Section 3: Confidentiality andInformation Security."
2.3 Outside activities and relationships
A conflict of interestmay arise from your activities, employment or other
relationships outside Bank ofAmerica.
You must notact on behalfofor appear to represent the corporation in any
transaction outside your role and responsibilities with Bank ofAmerica.
Informyour manager andobtain his orher approval before you:
• Pursue additional employment outside BankofAmerica
• Engage in an independent business venture
• Perform services for another business organization
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
-------------_._--=--:-:-:--:---_._.__ .._.__._--_._------_._-_.-. '--- ' . '-10 Bank of America Corporation Code of Ethii5chibits
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You must not pursue such outside activities and relationships during
BankofAmerica business hours or allow anyoutside business, civic or
charitable activities to interferewithyour job performance. In general,
Bank ofAmerica discourages you from serving on a board ofa for-profit
organization. Formore information, please visit the Outside Directorships
Web page.
2.4 Service providers
Aconflict of interestmayarise fromyour relationships with vendors or other
service providers. Ifyou are authorized to approve or award orders, contracts
and commitments to suppliers ofgoods or services, youmust do so based on
objective business standards to avoid any real or perceived favoritism.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" in this document.
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Every year you are required to take Information Protection and Privacytraining.
This training highlights the:
• Propermethods to protect confidential and proprietary
information for BankofAmerica, its customers and associates
• Appropriate use ofelectroniccommunications
• Privacy Policy for Consumers
• Associate Privacy Policy
The Corporate Information Security& Business ContinuityWeb site
contains helpful information about confidentiality and information security
at Bank ofAmerica. Section 7ofthis Code ofEthics explains the prohibitions
onmisuse ofmaterial, nonpublic information, andtheGlobal Enterprise
InformationWall Policydiscusses the "need to know" policyfor this information.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.- - - - - ~ _ ...._._ ......_-_._ ...._-_ .. _ - - _ . _ . ~ .._- - - -
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Section 4: Bank of America Assets
"We work together and rely on each other to serve customers and strengthen two
of the most valuable assets we possess-our integrity and our brand."
-Uam McGee, President, Global Consumer & Small Business Banking,
on trusting and teamwork
You must properlycare for and protectBankofAmericapropertyand assets,
which shouldbe used for legitimate business purposes only. You must not:
• Steal, embezzle or misappropriate money, funds or anything ofvalue from
Bank ofAmerica. Doing so subjects you to potential disciplinary action,
according to the law andBank ofAmerica policy.
• UseBankofAmericaassets for personal gain or advantage.
• Remove Bank ofAmerica assets from the facilities unless you have your
manager's approval.
• Use officialBankofAmerica stationery, the corporate brand, documents
or the BankofAmerica name for nonofficial purposes, since such useimplies endorsementby the corporation.
• Misuseyour Internet or e-mailprivileges. The corporation's private
computer systems are primarilyfor business purposes and subject to
review, monitoring and recording at anytimewithout notice or permission.
More information on these and other policies is available in theWorking
at Bank ofAmerica section ofthe AssociateHandbook.
Bank of America assets include, but are not l imited to, items such as:
• Computer software • Innovations
• Customer lists or information • Intellectual property
• Data processing systems • Money and funds
• Databases • Records
• Equipment • Reference materials
• Furnishings • Reports
• Fl ies • Supplies
• Ideas • Technology
• Information about corporate or customer • The corporation's private computer systems
transactions including your e-mail and your Internet access
Remember, any assets you create for Bank ofAmerica orwhile using
BankofAmerica resources are the corporation's property, and remain its
propertyeven ifyou leave BankofAmerica.BankofAmerica has guidelineswithwhichyou shouldbe familiar to ensure
the protection ofintellectual property, records andother information. Please
visit the followingWeb pages:
• Intellectual property • Record retention • Information destruction
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to ·Sectlon 1: Governance and Administration" In this document.
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Your duty to cooperate
You must cooperatewith any internal
or external investigation or audit,
or any regulatory examination.
Immediately informyourmanager
ifyou are the subject ofan external
investigationunless laws, regulationsor the investigatingauthorityprohibit
you from doing so.
Section 5: Financial Responsibility
"Each one of us represents our brand in how we handle the company's
interactions with vendors and other third parties. Our dealings with others
on behalf of the company must meet the highest standards of timeliness,
ethics and appropriateness."
-Barbara Desoer, President, Mortgage Home Equity and Insurance Services,
on leadership
You shouldconductyour personal
financial affairs responsibly and keep
your business expenses in order.
You are responsible for yourfinancial
activities in the following areas:
• Borrowing-Youmay not
personallyborrowmoney
from or lend it to suppliers,
customers or other associates
unless the loan is:
• To or from a family member
-or-
• From an institution normally in the business oflending
-and-
• There is no conflict of interest.
You maymake an occasional loan ofnominal value (such as for lunch) to another
associate or acquaintance, as long as no interest is charged.
• Business expenses-You must report your business expenses
accurately and in a timelymanner.You must not use your business
credit card for anypurpose other than appropriate business expenses.
More information on business expenses is available in the Corporate
Expense Policy.
• Personal fees-You may not acceptfees or commissions for any transaction
on behalfof Bank ofAmerica unless you are specifically authorized to do so.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.
- - _ .__ _._-_ .__._--_ __ .._._.ExhibiVank of America Corporation Code of Ethics 15
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Section 6: Compliance with Law
"Laws and regulations are vital to conducting business on a level playing field.
Complying with the letter and the spirit of the laws and regulations that
govern our industry is our first obligation to our shareholders, our customers
and one another."
-Steele Alphin, Chief Administrative Officer, on trusting and teamwork
You must not take anyaction, either personally or on behalf ofBank ofAmerica,
which violates any law, regulation or internal policyaffectingBank ofAmerica
business.
It is impossible to list allapplicable laws. This section presents several topics
regarding regulations thatBank ofAmerica associates must be aware of:
• Anti-money laundering
• Mutual fund securities
• Fairdealing
• Corporate opportunities
• Political contributions
6.1 Anti-money laundering
Moneylaundering is disguising the proceeds ofcriminal activity through a
series ofotherwise legitimate transactions. Every associate has a role to play
in BankofAmerica's anti-moneylaundering (AML) effort. For example, you:
• Should be able to recognize "red flags" and report potentiallysuspicious
or unusual activities
• Mustmake reasonable efforts to determine the true identityofall customers
• Must follow "KnowYourCustomer" procedures for your line ofbusiness• Must complete all requiredAML training courses for your line ofbusiness
For an overviewofAML, visit the Global Compliance &OperationalRisk
Web site.
6.2 Market timing and excessive trading prohibitions
Bank ofAmerica prohibits late trading, unauthorizedmutual fund market timing
activities and dissemination ofconfidential information concerningmutual fund
portfolio positions. These prohibitions apply whetheryou are:
• Engaged in a personal securities transaction or one on behalfofothers,
including trading for proprietaryor fiduciary accounts of the corporation
• Trading in Bank ofAmerica proprietaryfunds orthird-party mutual funds
In addition,Bank ofAmerica prohibits excessive trading andmarket timingby
participants in Bank ofAmerica retirement plans.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' in this document.
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Formore information, please refer to th e corporation's Mutual Fund Share
Trading Policyan d th e Policy on Excessive Trading an d Market Timing i n t he
Bank ofAmericaRetirement Plans.
I fyou become aware ofa violation ofthis policy, you should immediately report
such activity to th e Ethics an d Compliance Hotline (see "Section 1: Governance
and Administration"). Youwill no t be retaliated against for reporting
information in goodfaith in accordancewith this policy.
6.3 Fair dealing
Associates ar e expected to deal fairlywith BankofAmerica's customers,
competitors, suppliers an d other associates.
• You should no t take unfair advantage ofanyone throughmanipulation,
concealment, abuse ofprivileged information,misrepresentationoffacts
or an y other unfair-dealingpractice.
• You must no t give or accept bribes, kickbacks, promises or preferential
extensions of credit.
•You
must approve or award orders, contracts an d commitments based onobjective business standards to avoid favoritism or perceived favoritism.
• You must no t conspire or collude in anywaywith competitors.
6.4 Corporate opportunities
You must no t deprive th e corporation ofan opportunityby:
• Competingwith th e corporation or using corporate property, information
or your position for personal gain
• Takingfor yourself an opportunity that belongs to th e corporation or helping
others do so if they ar e in a position to divert a corporate opportunity for
their own benefit
6.5 Political contributions
You maymake personal political contributions, either directly or through
corporation-sponsoredor otherpolitical action committees as legally
permitted. Under no circumstance mayyou coerce or pressure ot her associates
to make political contributions.Associate campaign contributions ar e no t
reimbursable byBank ofAmerica, an d campaign fundraising or solicitation
activities on Bank ofAmerica premises or with th e us e ofBank ofAmerica
resources ar e restricted.
You must no t give or promise to give money or anything ofvalue to any
executive, official or employee ofany government, agency, political party or
candidate for political office if it could be seen as being intended to influence a
BankofAmerica business relationship. In addition, all associates ar e expected
to complywith th e ForeignCorrupt Practices Act.
If you have any questions regardingthe Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to "section 1: Governance and Administration" In this document.
- - - - - -_ .._._------------
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What is material, nonpublicinformation?
You should consider information
nonpublic ifit is not generallyavailable
to the investing public.
The definition ofmaterial, nonpublic
information is broad.You should
consider information to bematerial
ifa reasonable investorwouldconsider it important inmaking an
investmentdecision. Examples include
merger and acquisition information,
significant leadership changes and
new product rollouts.
Section 7: Restrictions on Trading in Securities orFinancial Instruments; Prohibition Against Misuseof Material, Nonpublic Information
"We earn the trust of our clients, shareholders and associates by doing the right
thing, the right way-every time."
-Brian Moynihan, President, Global Banking and Global Wealth and
Investment Management, on doing the right thing
7.1 Restrictions on trading in
Bank of America securities
You must not buy, sell, recommend or
trade in BankofAmerica securities
either personallyor onbehalfof
someone else-while in possession
ofmaterial, nonpublic information
relatingto the corporation, except
through trading programs pre
approved bythe Legal Department.
In addition,youmust not communicate
ordisclosesuch informationto others
who may trade in Bank ofAmerica
securities. Doing so may not only be
a violation ofyour dutyto keep such
information confidential, but also may
be a violation offederal and state laws,
and the laws ofmany countries.
Ifyou are a BankofAmerica Corporation director or have been designated
as an "insider" by the corporation,youmust obtain special approvals before
trading in Bank ofAmerica securities.
You must not engage in speculative trading ofBankofAmerica securities.
This generallyprohibits short sales and trading in puts, calls and other options
or derivatives with respect to such securities, unless such transactions are
for legitimate, nonspeculative purposes. Ifyou have questions regarding the
potential speculative nature ofyour transaction, please talkwith yourmanager
or line ofbusiness compliance officer.Please note: This paragraph does not
applyto the exercisingof BankofAmerica associate stockoptions. Formoreinformation, please refer toAdditional Guidancewhile Trading in
Bank ofAmerica Securities.
If you have any questions regarding the Codeof Ethics, or to report concerns or complaints
regarding ethical Issues. go to 'Sectlon 1: Governance and Administration' In this document.
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What is a duty of trust orconfidence?
Adutyof trust or confidence arises,
for example,when one ofour lending
officers receives information from aclientwith the understanding that the
information will be kept confidential.
Questions as to whether a duty
exists shouldbe directed to the
Legal Department.
7.2 Restrictions on trading in other securities or financial instruments
Ifyou are in possession ofmaterial,
nonpublic informationabout
securities or financial instruments,
you are prohibited from buying,
selling, recommending or trading
such securities or financial
instruments in breach ofa duty
of trust or confidence owed to the
issuer of the securities or financial
instruments, the shareholders ofthat
issuer orany other personwho is the
source ofthe information.
In addition, you must not communicate or disclose such information to others
who may misuse it. Doing so not onlywould be a violationofyour duty oftrust
or confidence, but also may be a violation of federal and state laws, and the
laws ofmany countries.
7.3 Information walls
To assist in the preventionofthe misuse ofmaterial, nonpublic information,
the corporationhas adopted enterprise-wide information-wall policies. These
policies restrict the flow ofinformation among certain units, and apply to: you,
your familymembers who reside inyour household and your familymembers
whose securities trading is subject toyour influence or control.
You must become familiarwith, understand and complywith the Enterprise
Global Information Wall Policyand all other policies and procedures that relate
toyour area of responsibility. These policies are designed to:
• Prevent the flow ofinformation from associates in units that may receive
material, nonpublic information about issuers ofsecurities or financial
instruments to associates in units that buy, sell or recommend securities
and financial instruments to fiduciary and nonfiduciary accounts
• Provide additional guidance on prohibitions against the misuse ofmaterial,
nonpublic information, including additional restrictions on personal trading
for certaindesignated units
• Address other issues raised by the activities ofeach designated unit
For more information, please visit the GlobalEnterprise InformationWall Policy.
If you have any questions regarding the Code of Ethics, or to report concerns or complaints
regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.
-------------::- -------Exhibikank of America Corporation Code of Ethics 19
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Exhibit 44
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April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
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Bank ofAmerica
Legal Department
Outside Counsel Procedures(For law firms located in United States
or providing services to businesses in U.S.)
April 2008
BankofAmerica
•
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BANK OF AMERICALEGAL DEPARTMENT
Outside Counsel Procedures for the United States
I. Introduction 1
II. Relationship with the Legal Department and Other Law Firms 2
III. Engagement ofOutside Counsel 2A. General Engagement Policy 2B. Role of the Legal Department 2C. Role of the Responsible Business Associate 3D. Role of the Law Firm 3
IV. Confidentiality and Security ofInformation 5V. General 6
A.Gramm-Leach-Bliley Act 6
B. Contacts with the Media 6C. Conflicts of Interest. 6
D. Document Review 7
E. Standard Forms 7F. Work Products and Research Materials 7
G. Contact with RegulatorslNotice of Regulatory Issues 7H. Compliance with Section 307 ofSarbanes-Oxley 8I. Treasury Regulations - Potentially Abusive Tax Shelters 8
VI. Minority and Women Outside Counsel 8
VII. Special Engagements-Exceptions 8A. Private Client Group 8
B. Insurance Claims 9
C. Collection Matters 9VIII. Litigation Matters 9
A. General 9B. Litigation Philosophy 9
1. Advocacy 9
2. High Ethics 93. Motion Practice and Discovery 10
4. Settlements 10
5. Alternative Dispute Resolution 10
C. Engagement ofOutside Counsel. 10
1. Engagement Policy 10
2. Legal Matter Numbers 10
D. Relationship with Legal Department 11
1. Principal Legal Contact. 11
2. Mandated Contacts 11
3. Partnering Relationship 11
4. Initial Requirements of Outside Counsel 11
E. Reporting Requirements/TeamConnect 12
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F. Miscellaneous Requirements 12
1. Engagement of Local Counsel 12
2. Engagement of Experts 12
3. Engagement of Electronic Discovery Agencies 12
4. Engagement of Class Action Administration Firms 13
5. Appeal 13
6. Stenographic Services 13
7. Regulatory Issues 13
IX. Billing Procedures and Guidelines 14
A. Invoice Content and Details 14
B. Disbursements 15
C. Staffing 17
D. Legal Research 18
E. Non-Payment ofInvoices Due to Errors or Incomplete Information 18
F. Timekeeper Data and Billing Rates 19
G. Credits 20H. International Law Firms 200
APPENDICES
APPENDIX I: Use ofMinority and Women Attorneys on Bank ofAmericaMatters (1 page)APPENDIX II: Initial Case Plan and Budget (3 pages)
APPENDIX III: Invoice Process Guide (16 pages)
APPENDIX IV: TimekeeperslBilling Rates (3 pages)
APPENDIX V: Invoice/Billing Contacts (1 page)
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BANK OF AMERICA
LEGAL DEPARTMENT
OUTSIDE COUNSEL PROCEDURES
I. Introduction
The Bank of America Legal Department (the "Legal Department" or the "Department")
is responsible for managing the legal affairs and legal risks ofBank of America
Corporation and its subsidiaries ("Bank ofAmerica" or the "Company"). The
Department employs highly skilled in-house lawyers and outside counsel who have a
strong commitment to the success ofBank ofAmerica, to upholding high standards of
professional and ethical conduct, and to ensuring timely, responsive, and cost-effective
service.
The Department's in-house lawyers expect to work closely with outside counsel retained
to represent the Company, and to be fully involved in the matters outside counsel are
engaged to handle.
These U.S. Outside Counsel procedures (the "Procedures") are designed to guide the
Bank ofAmerica line of business officers and outside counsel in assisting the Department
in its efforts to manage the legal affairs of the Company effectively. The Procedures
apply to law firms and their lawyers located in the United States. (With the exception of
the details related to invoice processing, these procedures do apply to law firms outside
the United States where they provide services to a U.S.-based business or are otherwise
paid out of the United States.) Additional procedures will be implemented for law firms
and their lawyers outside the United States. Compliance with these Procedures is
imperative to a successful working relationship between Bank ofAmerica and its outside
counsel. Failure to comply may result in the nonpayment of legal invoices, and chronic
failure to comply may lead to Bankof
America terminating its relationship with a lawfirm.
As Bank ofAmerica consists of different businesses, offering products to different
customers, it will be necessary to make exceptions to these Procedures at various times.
Unless directed differently by a Legal Department attorney, law firms are to adhere to
these Procedures.
These Procedures shall constitute the written engagement, or contract, of the firm for any
matter for which it is engaged on behalfof Bank ofAmerica, and shall govern the terms
of the engagement. These Procedures are applicable to all law firms and attorneys
providing legal services to Bank of America. Law firms retained by Bank ofAmerica
should ensure that a copy of these Procedures is provided to all attorneys, paralegals,
administrative, clerical or other assistants assigned to a particular matter before workbegins on any matter.
For convenience, these Procedures reside on the Internet at:
http://www.bankofamerica.com/suppliers/files/legalprocedures.doc
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II. Relationship with the Legal Department and Other Law Firms
Bank ofAmerica's legal needs are served through the coordinated efforts of outside
counsel and attorneys within the Department. Outside counsel is directed to consult with
Department attorneys to become familiar with Bank ofAmerica's policies, procedures
and availability offorms and research. In general, outside counsel should identify and
consult regularly with the responsible attorney in the Department for each matter
engagement they undertake. On significant matters, outside counsel should confirm
whether a specific Department attorney has been assigned to work with outside counsel,
and if so, work with that attorney to develop a strategic plan which shall cover the
following: (i) handling the matter, including staffing, budgeting and development of a
comprehensive strategy where opposition is anticipated; and (ii) approvals required
before taking any action or incurring any expense as described in these Procedures.
In all cases, outside counsel must obtain prior approval from a Department attorney
before incurring significant fees or expenses on a matter, initiating action seeking
extraordinary remedies or reliefsought on Bank of America's behalf, undertaking
representation involving any possible conflict of interest; or proceeding with any matter
entailing a significant legal, regulatory, precedential or reputational risk to Bank of
America.
If outside counsel requests the use of any other law firm or attorney in a matter it is
handling for Bank ofAmerica, such request must be made to the Department attorney
handling the matter. If the request is approved, the law firm may engage the services of
such counsel directly.
III. Engagement of Outside Counsel
A. General Engagement Policy
The procedures to engage outside counsel vary with the nature of the legal matter
and/or the supported line business. In all cases, the retention of a law firm to
provide legal services to Bank of America must be documented with a Legal
Matter Number ("LMN"). Before commencing work on a matter, outside counsel
should ensure that an LMN has been obtained.
B. Role of the Legal Department
An attorney in the Department must review and approve in advance all requests toengage outside counsel on most matters. For certain classes ofmatters including
transactions, routine real estate closings, consumer collections, et cetera, the
approval is granted for a group of law firms providing legal services for the
defined matters, for a defined period.
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Attorneys in the Legal Department, and only those attorneys, have the authority to
retain outside counsel for all litigation matters.
c. Role of the Responsible Business Associate
Before engaging outside counsel, the responsible business associate ofBank of
America must submit a request to engage outside counsel to the Department by
accessing the Retention ofCounsel Form (ROC) through its intranet site at:
http://legal.bankofamerica.comlclient/retention/index.asp. (In some instances, the
written request occurs after consultation with an appropriate Department
attorney.)
Where the Department attorney approves the retention request, the Department
will assign an LMN and electronically notify the business associate of it. The
Legal Department attorney and business associate will jointly decide who will
provide the LMN to the law firm, along with the details concerning the scope of
the engagement, including, if required by the business or Department, a specificbudget for the matter.
Where the Department attorney does not approve the retention request, the
Department will electronically notify the business associate.
For those matters that do not require specific Legal Department approval, the
Department will automatically assign an LMN without attorney approval.
D. Role of the Law Firm
1. Bank ofAmerica encourages outside counsel to propose alternative billing
arrangements for appropriate matters and constantly evaluate cost-benefit
alternatives. To ensure the delivery ofhigh-quality, cost-effective legalservices, any alternative billing arrangements must be approved by the
Legal Department in advance.
2. Bank ofAmerica may request outside counsel to provide standard
discounts on hourly rates for certain classes ofmatters, including but not
limited to litigation, problem loan, product development, and general
corporate advice. In many cases, such discounts already exist.
3. Unless otherwise agreed in advance, all charges by outs ide counsel for
services rendered on behalf ofBank ofAmerica shall be solely on the
basis of hourly rates that Bank ofAmerica has previously approved. All
pricing arrangements, including any agreed-upon discount to the hourly
rates, must be reflected on all invoices.
4. Bank ofAmerica may request the law firm to provide the following: (1) a
quarterly report ofuse ofminority and women attorneys on its matters in
the format detailed in Appendix I, and/or (2) reports concerning the firm's
relationship with Bank ofAmerica or any specific matter.
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5. Bank ofAmerica maintains a web-based extranet to enable the Legal
Department to maintain electronic paperless files for a legal matter,
referred to as Legal File Room (LFR). Bank ofAmerica may request
outside counsel to utilize the LFR in any legal matter by uploading all
documents that would otherwise be provided to the Legal Department onto
the LFR file that the Legal Department has opened for the legal matter. If
requested, the firm will be required to obtain access credentials through
the Bank ofAmerica Secure Messaging team, including a user name and
secure password for each user within the firm. Your contact in the Legal
Department will assist you in obtaining these credentials. Outside counsel
is responsible for maintaining strict confidentiality of the information
accessible on LFR and strict security to protect unauthorized access. This
includes, but is not limited to, immediate notification to Bank ofAmerica
of the departure or reassignment of any law firm personnel with access to
LFR so that the individual's user name and password can be deleted, as
well as immediately changing any other password known by the departingindividual. Outside counsel is responsible for establishing appropriate
ethical walls within the firm to restrict access to any legal matter file to
those users with a business reason to access the matter.
6. Bank ofAmerica requires that each of its law firms has current
professional malpractice insurance. Law firms should submit proofof
insurance coverage to:
Mr. Patrick C. Ryan
NC1-002-29-0I
Bank ofAmerica
IO I S. Tryon StreetCharlotte, NC 28255
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V. General
A. Gramm-Leach-Bliley Act
The Gramm-Leach-Bliley Act imposes restrictions on disclosure of non-public
personal information by financial institutions and on recipients of such
information from financial institutions and imposes certain information security
obligations on financial institutions. The firm agrees to use procedures and
systems designed to (1) ensure the security, integrity and confidentiality ofBank
ofAmerica proprietary and customer information; (2) protect against any
anticipated threats or hazards to the security or integrity of such information; (3)
protect against unauthorized access to or use of such information that could result
in substantial harm or inconvenience to Bank ofAmerica or any person that is the
subject of such information; and (4) ensure the proper disposal of such
information. In the event that the firm employs service providers (such as court
reporters, copy services, et cetera) and provides such service providers with
customer information or other confidential or proprietary information, the firm
shall ensure that such service providers have entered into an agreement addressing
confidentiality and security of any Bank of America customer or proprietary
information. Confidential information includes without limitation all customer
information. "Customer information" means information about any customer's
use ofBank ofAmerica services or their accounts.
B. Contacts with the Media
Outside counsel is not authorized to respond to media inquiries concerning Bank
ofAmerica without the prior approval of the Department. All media contacts
with outside counsel must be referred to the Department. If outside counsel
anticipates that a matter may call for a response to the media, the firm shouldimmediately contact the Department.
C. Conflicts of Interest
Outside counsel is required to advise the Department immediately of any actual or
potential representation which may be or become adverse to the interests ofBank
ofAmerica (including its interests in a fiduciary capacity), or of any situation that
otherwise may involve a conflict ofinterest, including issue conflicts (such as
where a firm asserts a legal position adverse to the interests ofBank ofAmerica
on behalfof another client in another case).
Bank ofAmerica expects the undivided loyalty of its outside counsel and may
regard as an actualor
potential conflictof
interest the representationof
anotherparty, which may have differing interests, whether such interests be conflicting,
inconsistent, diverse or otherwise discordant. The foregoing description of
"conflict of interest" may be broader than any otherwise applicable definition
under outside counsel's local bar rules or canons of ethics. Any such
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circumstance should be explained in writing addressed to the attention of an
attorney in the Department.
Only Department attorneys have the authority to waive conflicts of interest for
Bank ofAmerica. Outside counsel will be advised promptly by a Department
attorney whether Bank ofAmerica consents, and the conditions thereto, or
declines to consent to any such actual or potential conflict. Any consent so
granted shall be on the condition that such consent will be reconsidered in the
event that the interests ofoutside counsel's client and ofBank ofAmerica change
materially.
D. Document Review
Particular Bank ofAmerica matters will require extensive review ofhard copy
and electronic documents. In these matters, where the purpose of the review is to
locate information within certain parameters, Bank ofAmerica may require a law
firm to retain contract lawyers to conduct the initial review. Any such retention
should be guided by a Bank ofAmerica vendor contract. (That is, Bank of
America will hire the contract lawyers or instruct law firms who to hire.)
E. Standard Forms
The Department has developed standard forms or specific contractual provisions
for a wide variety of routine transactions (e.g., collection matters, purchase
contracts, leases, loan agreements, promissory notes, security documents, et
cetera). Outside counsel is required to consult with the Department to determine
if a standard form or a specific contractual provision is available and appropriate
for the matter at hand.
F. Work Products and Research Materials
Law firms representing Bank ofAmerica are required, on an ongoing basis, to
submit their substantive work product, such as legal opinions, memoranda and
briefs, to the Department. Additionally, law firms representing Bank ofAmerica
are requested to check first with the Department before initiating significant
research projects. This is intended to avoid needless and costly duplication of
research efforts and to avoid inconsistent legal positions. For research assistance,
contact a Department attorney.
G. Contact with RegulatorslNotice of Regulatory Issues
Outside counsel shall not contact any federal, state or local regulatory body or
government official regarding any matter or issue without the prior approval of
the Department. In addition, outside counsel shall notify the Department of any
regulatory issues that are identified in connection with any matter.
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H. Compliancewith Section 307 of Sarbanes-Oxley
If outside counsel reasonably believe that material violation of law may have
occurred, is occurring or is about to occur, as set forth in Section 307 of the
Sarbanes-Oxley Act of2002 and the SEC Rule promulgated there under (17 CFR
205), outside counsel must notify the General Counsel and the appropriate Legal
Department attorney. This notice may be in any form, but should conspicuouslystate that it is being made under Section 307 of the Sarbanes-Oxley Act.
I. Treasury Regulations - Potentially Abusive Tax Shelters
Bank ofAmerica Corporation and its affiliates ("Bank ofAmerica") requests your
support in Bank of America's efforts to meet its obligations under Treasury
regulations regarding the disclosure and reporting of "potentially abusive tax
shelters." "Potentially abusive tax shelters" include transactions listed by the
Internal Revenue Service, confidential transactions, transactions with contractual
protections, transactions with significant tax losses, transactions with significant
book-tax differences, and transactions with brief asset-holding periods (See Treas.
Reg. §1.6011-(4)(b)(2)-(7».
Each failure to disclose or report a reportable transaction may result in significant
penalties. For these reasons, please respond to Bank ofAmerica to identify
whether or not you are reporting or maintaining a list on a transaction entered into
in which you believe Bank ofAmerica participated or acted as a material advisor.
See, I.R.C. §§6111 and 6112. In addition, if you are reporting such a transaction
or maintaining such a list, please provide a name and description of the
transaction and the individuals and entities involved. If you have any questions,
please call or e-mail Patrick Ryan at 704.387.1359 or
VI. Minority and Women Outside Counsel
Bank ofAmerica desires to encourage and expand the inclusion of minorities and women
within and among all law firms providing legal services to it. To this end, Bank of
America sponsors regional and local programs designed to enhance the development and
opportunities ofminority and women attorneys. In conjunction with the efforts of the
Legal Department Diversity Business Council, Bank ofAmerica expects that its law
firms will have women and minority partners and associates work on its legal matters.
VII. Special Engagements-Exceptions
A. Private Client Group
Exceptions to these Procedures may apply to matters for which the Private Client
Group engages outside counsel to represent Bank ofAmerica when the matter
involves Bank ofAmerica in its fiduciary capacity.
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B. Insurance Claims
Exceptions to these Procedures may apply to matters where Bank ofAmerica
engages outside counsel to represent it on a claim for which Bank ofAmerica is
insured.
C. Collection Matters
Exceptions to these procedures may apply to matters where Bank ofAmerica
engages outside counsel to perform loan collection activities.
VIII. Litigation Matters
A. General
1. The following provisions of these Procedures affect only litigationinitiated by or against Bank ofAmerica on bank-paid matters. Matters
dealing with (i) uncontested loan workouts and loan enforcement issues,
(ii) bankruptcies and (iii) routine judicial processes such as interpleaders
and the like, where no significant defense or counterclaims are raised, are
not considered to be litigation matters for purposes of this Section VIII.
2. Provided there is no corporate exposure, the following provisions of this
Section VIII do not apply in those instances where Bank ofAmerica or its
subsidiaries are involved only in their fiduciary capacity.
3. With respect to all litigation matters covered by this Section, to the extent
that a conflict exists with other parts of these Procedures, the procedures
in this Section VIII shall apply.
4. No litigation covered by this Section may be commenced on behalfof
Bank of America without the express consent of the Department.
B. Litigation Philosophy
I. Advocacy
Bank ofAmerica, while maintaining strong advocacy positions, seeks to
facilitate the cost-effective resolution of claims.
2. High Ethics
Outside counsel representing Bank of America is expected at all times to
maintain the highest ethical standards. Coercive, dilatory or obstructive
tactics are not to be used.
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3. Motion Practice and Discovery
The Department strongly discourages protracted motion practice. When
appropriate, however, dispositive motions to dismiss or for summary
judgment should be employed to resolve as many issues as possible.
4. Settlements
The settlement possibilities of each matter should be identified and
considered early in the proceedings and periodically revisited thereafter.
Where possible, cases best resolved by settlement should be settled at an
early stage. Outside counsel should promptly report to the Principal Legal
Contact (as defined below) any settlement offer or overtures.
5. Alternative Dispute Resolution
Mediation, binding arbitration and other forms of alternative disputeresolution have proven very beneficial to Bank ofAmerica and should be
considered at the outset of any engagement and periodically thereafter.
Use of alternative dispute resolution is strongly supported by Bank of
America.
C. Engagement ofOutside Counsel
1. Engagement Policy
With the exception ofnon-adverse matters, such as routine collections, a
Legal Department attorney will engage outside counsel for litigation
matters and serve as the principal contact (the "Principal Legal Contact").
In all instances, any adverse litigation matter must have a LMN assignedby the Litigation Practice Group.
2. Legal Matter Numbers
Upon assignment of an LMN, the Legal Department will provide the LMN
to the law firm and such other information as may be necessary for the
engagement and compliance with these Procedures. Thereafter, the LMN
must appear on all firm invoices, correspondence and other documents
furnished to Bank of America.
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probable (most likely) loss to Bank ofAmerica determined on a
risk-weighted basis; and
f) In all cases inwhich the legal fees will exceed $100,000 or therisk-weighted exposure exceeds $250,000, a case map and budget(Exhibit B) is required at the outset and must be updated at least
quarterly.
E. Reporting RequirementsrreamConnect
All law firms engaged by Bank ofAmerica with respect to a litigation matter arerequired to keep their case files current pursuant to guidelines provided to the lawfirm from time to time by the Department.
The Department regularly generates reports to Bank ofAmerica management. Toensure these reports are accurate - and to assure that litigation matters are
managed effectively - The Department and Bank ofAmerica are relying on thelaw firm's continued diligence in reporting case updates to the Legal Department.It is particularly critical that law firms provide case updates well before the end of
each calendar quarter.
F. Miscellaneous Requirements
1. Engagement ofLocal Counsel
Outside counsel has no authority to engage local counsel without the
express consent of the Department. Local counsel must adhere to allprovisions of these Procedures.
2. Engagement ofExperts
Outside counsel has no authority to engage litigation experts without theconsent of the Legal Department. The Legal Department's TeamConnect
system maintains an index of all adverse and non-adverse experts involvedin litigation with Bank of America. Outside counsel is requested toconsult with the Principal Legal Contact for assistance in identifying the
appropriate expert(s). Additionally, the Department negotiates special feearrangements with certain national accounting firms and other providers of
expert services that should be considered before an expert is retained.
3. Engagement ofElectronic Discovery Agencies
Outside counsel has no authority to engage agencies to conduct electronicdiscovery. The Legal Department maintains relationships with preferreddiscovery agencies. Outside counsel must consult with in-house LegalDepartment Litigation attorney to determine which discovery agency tohire, if any.
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4. Engagement ofClass Action Administration Firms
Outside counsel has no authority to engage agencies to administer class
action lawsuits. The Legal Department maintains relationships with
preferred administration firms. Outside counsel must consult with in
house Legal Department Litigation attorney to determine which class
action firm to hire, ifany.
5. Appeal
Outside counsel should not undertake an appeal without the express prior
approval of the Department. Nevertheless, outside counsel should take all
steps necessary to protect Bank ofAmerica's right to appeal pending a
decision being made. Additionally, outside counsel should be familiar
with 12 USC § 91 regarding the absence of bonding requirements for
national banks.
Consideration should be given to handling appeals on a negotiated fixed
fee basis.
6. Stenographic Services
Outside counsel, other than counsel retained by Bank ofAmerica's
insurance carriers, is required to arrange all Bank ofAmerica initiated
depositions and transcription services through court reporting services
approved by the Department. Outside counsel is required to obtain the
highest quality of service with the most cost-effective rates for Bank of
America. Fees and expenses attributable to services ordered from a
transcriber are to be billed directly to Bank ofAmerica.
7. Regulatory Issues
Outside counsel shall notify the Principal Legal Contact and obtain the
approval of the Principal Legal Contact prior to contacting any regulatory
agency on behalfofBank ofAmerica. In addition, outside counsel shall
notify the Principal Legal Contact of any and all regulatory issues raised in
the context of a litigation matter, including all requests for examination
materials, currency transaction reports, suspicious activity reports, and
other similar regulatory communications or materials.
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IX. Billing Procedures and Guidelines
Generally, outside counsel will submit separate invoices monthly for each matter being
handled. Bank ofAmerica requires outside counsel to submit invoices electronically, atleast where it is possible for law firms to do so. Specific details about invoice submission
are included in Appendix III. (Note, Appendices III through V are meant to complementthe Outside Counsel Procedures by serving as a reference for outside counsel tounderstand the invoice review and payment process at Bank ofAmerica. They answermany frequently asked questions.)
Outside counsel has no authority to engage local counsel without the express consent ofthe Department. Where such approval is granted, local counsel must adhere to allprovisions ofthese Procedures.
A. Invoice Content and Details
Invoices submitted for payment by Bank ofAmericamust be at least $100. Wewill not process any invoice less than $100, unless that invoice is a Final invoice.
The submission of a Final invoice prevents future invoice submissions for thatmatter. For more details, please contact LegalPrecision Support as referenced
throughout Appendices III through V.
Invoices must contain the following information before Bank ofAmerica will
consider them for payment:
• Bank ofAmerica assigned Legal MatterNumber
• Unique invoice number assigned by the firm, labeled "Invoice Number" or"Bill Number"
• Invoice date (no future dates)
• At least one charge line that should be descriptive of the services provided
• Itemization of disbursements (see Section IX.B, "Disbursements")
• A subtotal of all legal fees and disbursements, including clearidentification ofany discounts or adjustments, and the resulting invoice
total
Entries for telephone conversations, conferences, meetings, and court conferences
must specifically describe the parties involved and the subject matter or purposeof the task. Charges for preparing or reviewing correspondence should identify
the subject matter of the letter and the author.
Block billing is not acceptable. Each task performed by outside counsel requires
a separate time entry on an invoice. (Examples of acceptable time entries arebelow.)
Time entries must be rounded to the nearest 0.10 of an hour.
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Bank ofAmerica will not pay outside counsel for audit letter responses, unlessthey become complex enough to merit significant law firm work.
Bank ofAmerica will compensate for time spent in transit provided travel time is
devoted to actual billable work. Time spent in transit alone may not be billed.Unless agreed to in advance, time away from home or the office that is not spentperforming legal services will not be compensated. In addition, if travel time isdevoted to working for one or more clients in addition to Bank ofAmerica,
outside counsel may bill a proportionate share to Bank ofAmerica.
For non-hourly based billing, outside counsel may bill a flat fee for matters where
a pre-negotiated fixed rate has been established. Bank of America may request asbackup an hourly breakdown of the actual work performed. For other matters
where a task-based or activity-based arrangement has been negotiated, invoices
should indicate the billing amount for each task, activity, or function.
Unacceptable (block billing and not in O.IO-hour increments):
Date Hrs
1/9/06 1.75
Tmkpr
EMW
Rate$300
Value
$525
Description
Telephone call with Ms. Jane Duffyregarding revisions to summary
judgment papers; draft and finalizeresponses to plaintiffs request for
production ofdocuments.
Acceptable (single task per time ent!)': time in 0.1O-hour increments):
Date Hrs Tmkpr Rate Value Description
1/9/06 0.5 EMW $300 $150 Telephone call with Ms. Jane Duffyregarding revisions to summary
judgment papers.
1/9/06 1.0 EMW $300 $300 Draft responses to plaintiffs request for
production of documents.1/9/06 0.2 EMW $300 $60 Finalize responses to plaintiffs request
for production ofdocuments.
B. Disbursements
There should be no profit to outside counsel on disbursements. Bank ofAmericaexpects outside counsel to be conscientious shoppers on its behalf by obtaining
the best rates for disbursements. Specific requirements follow.
Bank ofAmerica may contract with particular service providers on an exclusivebasis in return for discounted rates. Law firms retained by Bank ofAmerica maybe required to use the providers designated in their areas for such items as
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stenographic services, public record searches, and service of process, if notified to
do so by Bank of America.
Law firms must pay any vendors they hire directly then include the associated
expenses as a disbursement on its own invoice submitted by the law firm for
payment by Bank ofAmerica. In cases where such a direct expense exceeds 10%
of the corresponding law firm invoice, the law firm may choose whether to pay
vendor directly or forward the vendor's invoice to responsible Bank ofAmerica
in-house attorney for payment by Bank ofAmerica.
Each disbursement must be itemized and must include a briefdescription. Inaddition, disbursements should not be submitted as "Miscellaneous" or "Other."
Bank ofAmerica may request documentation verifYing disbursements itemized
on an invoice, including outsourced disbursements.
Bank ofAmerica will not reimburse law firms for certain items considered
administrative tasks or expenses that are firm overhead. If the expenses detailed
below appear on an invoice, Bank ofAmerica will reduce the outside counsel
invoice by the stated amount.
These non-reimbursable expenses follow: (Please note, the items and tasks listed
below are the most common non-compensable ones. However, the following list
is not meant to be exhaustive. At our discretion, Bank ofAmerica may reduce
any fees/expenses we believe are excessive.)
• Service, license, or computer equipment fees related to electronic research
(See Section IX.D, "Legal Research," below);
• Meals or transportation for employees of the law firm working "after hours";
Meals for business meetings will be reimbursed onlyif
(i)employees of the law firm are required to work through a normal
mealtime, (ii) the business discussed at the meal relates to a matter
for which the law firm has been engaged by Bank ofAmerica, (iii)
the charges are reasonable, and (iv) a Bank ofAmerica employee
attends the meeting.
• Library books, publications, subscriptions or periodicals;
• Extra air conditioning or heating;
• Hardware, software, database consultants or technical support;
• Purchase or rental of, or allocations for, equipment such as copiers, fax
machines, computers, software, postal machines, scanning equipment, CD
writers, etc.
• Office supplies
• Internal messenger services
• "Rush" messenger service, unless requested by Legal Department
• Ordinary postage
• Facsimile charges other than long distance charges associated with the
transmission
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• Rental storage fees
• Accounting or bookkeeping charges
• Printing documents from computer• Scanning documents
• Other general overhead expense
Administrative Tasks/Expenses:
• Secretarial overtime and word processing
• Invoice preparation
• Staffsupervision
• File opening/closing
• Making travel arrangements
• Conflict of interest checks
• Budget preparation
• Preparing transmittal letters
Clerical Tasks:
• Photocopying documents
• Scanning documents
• Filing/Serving
• Word processing
• Docketing/Calendaring
• Document indexing
• Faxing documents
• Filing documents or updating files
• Organizing documents
Unless otherwise directed, the following expenses are reimbursable at cost:
• Copying: Bank ofAmerica will reimburse actual copying costs, but no morethan $0.10 per page for black & white or $0.80 per page for color copies. Theactual number of copies made must be indicated on the invoice;
• Third party courier and express delivery and telecopying costs: Theseservices should be used sparingly. Costs associated with invoice delivery
should not be billed to Bank ofAmerica;
• Travel: Law firms must book travel arrangements according to the policiesguiding Bank ofAmerica associate travel. These policies are available upon
request from the Department.
C. Staffing
Bank ofAmerica expects a law firm to appropriately staffthe matters it handles
for Bank ofAmerica. Law firm attorneys and paralegals should handle work thatis commensurate with their professional experience and skill. In general, on
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routine matters the Legal Department expects to have a partner or senior associate
as the primary attorney, with an associate and paralegal (i f appropriate) handling
the routine work fitting their abilities. To ensure staffing levels are within
expectations, law firms are encouraged to discuss staffing plans for specific
matters with the responsible Legal Department attorney.
Bank of America will not pay for duplication of time caused by the transfer of a
project to a new attorney for internal reasons, double-teaming, education, or
excessive intra-firm conferencing.
Bank of America will not pay for summer associates or other similar timekeepers.
Outside counsel acting as counsel to Banc of America Securities LLC as lead
manager for a securities offering are subject to the additional staffing and other
requirements set forth in the "Guidelines for Outside Counsel with Respect to
Securities Offerings." Outside counsel may obtain these guidelines upon request
from a Department attorney aligned with Banc of America Securities LLC.
D. Legal Research
Bank of America considers the costs associated with supporting electronic legal
research a non-reimbursable expense to be provided by outside counsel. Bank of
America will pay for reasonable amounts of time spent by a professional
conducting the research, but not the administrative fees associated with it. In the
event that any administrative fee for electronic research is included on a bill
submitted to Bank ofAmerica, the amount paid will be reduced to exclude that
charge.
All firms representing Bank of America are required to make research materials
available to Bank of America for its research files, and these materials may, intum, be available to outside counsel. This will eliminate costly duplication of
research efforts and assure consistency in the handling of matters for Bank of
America.
E. Non-Payment oflnvoices Due to Errors or Incomplete Information
Bank ofAmerica will reject and return invoices, via LegalPrecision, for the
following reasons:
• Computational errors;
• Incorrect formats;
• Unidentified timekeepers;
• Unapproved timekeepers;
• Invoices with duplicate invoice numbers;
• Invoices lacking Bank of America LMN.
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Bank ofAmerica will not pay for descriptions that lack specificity, including but
not limited to the following examples:
• Attention to file, matter, correspondence, et cetera;
• Work on file, discovery, motion, trial preparation;
• Follow up on request, status of, discovery requests, medical information, et
cetera;
• Update case strategy or files;
• Prepare for conference, phone call or meeting;
• Review documents, correspondence, records, file, case strategy, or case
issues;
• Receive and review documents;
• Pursue strategy, investigation, various matters, documents;
• Planning regarding discovery, strategy, et cetera;
• Review mail;
• Telephone conference.
Invoices for legal services on matters remaining unbilled in excess of60 days risk
not being paid, except where the business or matter, as approved by the Legal
Department attorney, dictates different arrangements.
The law firm is responsible for revising and resubmitting each returned invoice
within a reasonable time frame, generally two weeks.
It is the responsibility of the law firm to monitor invoices in LegalPrecision.
F. Timekeeper Data and Billing Rates
In order for Bank ofAmerica to pay a law firm invoice, it must have previousknowledge and grant approval of all professional timekeepers and their rates.
Law firms should send their all their requests regarding new timekeepers and
billing rates electronically to [email protected]. Upon receipt of any
changes to billing rates, the Department may request additional supporting
documentation related to those changes (e.g. historical information).
Bank ofAmerica will review requests for billing rate increases for both individual
timekeepers and firm-wide experiential and titular levels. Law firm invoices may
not reflect any increase in billing rates until Bank ofAmerica has provided its
acceptance of the increase in writing. In addition, law firms should continue to
submit invoices on its regular schedule while Bank ofAmerica reviews proposed
increases to their billing rates. Bank ofAmerica will not pay invoices withheld
by law firm during this billing rate review.
In general, billing rate increases apply to any current and future matters the firm
handles for Bank ofAmerica. However, Bank ofAmerica may arrange with law
firms to set static billing rates on certain matters.
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G. Credits
Any credits due Bank ofAmerica should be submitted in the form of a check
made payable to Bank ofAmerica, accompanied by a briefexplanation for the
credit, including references to any specific invoice(s) and Legal MatterNumber(s)
associated with the credit. Credits should not be applied to an invoice.
Checks containing credits may be mailed to:
Bank ofAmerica Legal Invoice Team
MA5-503-04-18-01
I Federal StreetBoston, MA 02110
H. International Law Firms
Some law firms outside the United States will be paid from the U.S.-basedAccounts Payable department at Bank ofAmerica - generally when providing
services to U.S.-based businesses. In such cases, international law firms must
submit a US Dollar invoice to the appropriate in-house attorney.
Due to Internal Revenue Service (IRS) regulations regarding payments to
international vendors, Bank ofAmerica requires international (non-U.S.
locations) law firms and other vendors to identify whether their invoice is related
to "Foreign Source" or "US Source" income. That is, international vendors must
include clear identification on their original invoice of the source of income for
that invoice.
Depending on the sourceofincome for particular invoices, international law firmsmight also be required to provide an IRS FormW-8. When such form is
necessary, payments to international law firms will be dependent upon Bank of
America's receipt of it. (International firms may find out if Bank ofAmerica has a
current form on file by contacting Accounts Payable at 1.888.550.6433 (option 1,
1). Ifno form is on file, international law firms should obtain the appropriate
version from the IRS at www.irs.gov, then submit it in one of three ways:
I) Via e-mail [email protected].
2) Via mail to:
Patrick C. Ryan
NC1-002-29-01
Bank ofAmerica Legal Department
101 S. Tryon StreetCharlotte, NC 28255
3) Via fax to:
Patrick Ryan704.388.7342
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Along with the IRS FormW-8, international firms will need to include a Bank of
America Foreign Based Vendor Setup Form, available upon request from any
contacts above.
Upon receipt of an initial IRS Form W-8, the Legal Department will forward it to
Bank ofAmerica Accounts Payable (AP). AP will work with law firm to ensure
form is accurately completed. Once AP has received proper information, AP will
contact the Legal Department. In tum, the Legal Department will request an
original and fully executed IRS FormW-8 from the law firm. The only
acceptable method for submitting this original Form W-8 is a hard copy mailed to
the Legal Department.
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Appendix I
USE OF MINORITY ANDWOMEN ATTORNEYS
ON BANK OF AMERICAMATTERS
ILaw FirmName I
IQuarterly report for quarter ending: I I (e.g. 3/31108, 6/30/08, 9/30/08, 12/3110
$
$
By Diverse Category Partners Associates Other Attorneys
African-American $ $ $
AsianlPacific Islander ....... $ $ $
Hispanic $ $ $
Native American $ $ $
Caucasian Female $ $ $
2 or more races
DisabledIDisabled Veteran $ $ $
ICaucasian Male (non-diverse) or Not Identified I $ I $ I $
Please submit report on a quarterly basis to Ms. Joyce Schilling, Legal Department associate, via e-mail tojoyce.schilElectronic copies of this template are also available from Ms. Schilling.
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Appendix II
INITIAL CASE PLAN AND BUDGET
Although it may be difficult to predict exposures or budgets at the beginning of the case because
aU the facts are not known, Bank of America's litigation policy requires a good faith attempt at
making a reasonable estimate. Ifnecessary, a range of dollar estimates can be used. The
purpose ofthis document is to determine, within 90 days of the date your firm is retained, all of
the following:
I) Worst-case damage exposure;
2) Risk-weighted damage exposure;
3) A rough budget (including expert fees), by calendar-quarter and phase of the
litigation (including total anticipated budget);
4) A case plan, or strategy map, that describes how the litigation should be resolved and
how that result can be achieved.
Please complete the following:
CASE DETAILS
BUDGETTIME PERIOD:(To Be Updated Quarterly)
CASE NAME:
COURT:
BANKOF AMERICA
MATTERNO.:
FILENO.:
BANK ATTORNEY(S):
OUTSIDE ATTORNEY(S):
DISCOUNT/BILLING
ARRANGEMENTS:
BREIF DESCRIPTION OF
THEORIES AND
DAMAGES SOUGHT:
STAFFING
Name Partner. Associate. Paralegal Billing Rate
Per Hour
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1. What Is TheWorst-Case Damage Exposure?
(What is the most likely damage award at trial if plaintiffprevails under all theories
alleged, using the damage scenario most favorable to the plaintiff? Include, if applicable,punitive damages, interest and attorneys fees, as well as estimated dollar consequences ofadverse equitable relief. Also include as a separate figure the total worst-case defensecosts, including experts, in the event plaintiffpursues the case through trial.)
ANSWER:
2. What Is The Risk-Weighted Damage Exposure?
(This figure can be calculated by multiplying each potential damage award by thelikelihood that each result will occur. In other words, the risk-weighted exposure is the
potential adverse award discounted by plaintitrs likelihood of prevailing on liability).
ANSWER:
3(a) What Is The Budget For This Case On A Quarterly Basis?
(What is the anticipated budget for this case on a quarterly basis for attorneys fees and
costs excluding experts? What is the anticipated budget on a quarterly basis for expertfees?)
For Example:
Budget for IQ2004
Budget for 2Q2004
Budget for 3Q2004
Budget for 4Q2004
$
$
$
$
Attorneys Fees & Costs(excluding experts)
Appendix II - Page 2
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$
$
$
$
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3(b) What Is The Budget For This Case By Phase OfLitigation?
Budget for Pleading Stage
(including Motions toDismiss)
Budget for Discovery
Budget for SummaryJudgment
Budget for Trial
Fees & Costs(excluding expert
fees)
$
$
$
$
$
$
$
$
Expert Fees Estimated DateOfCompletion
4. Case Map (Strategy Plan)
(This should be a succinct written case analysis that addresses the facts, as you
understand them, and the applicable law. It should include a preliminary evaluation ofliability, damages, litigation strategy, and the potential for early mediation and early
settlement. It should also include a plan for resolving this case as quickly and costeffectively as possible, and a discussion of the risks and costs of continued litigation.)
Please also address the following:
• Steps that can be taken to explore settlement
• Obstacles to early settlement
• Discovery and motion practice necessary to posture the case for disposition by
settlementor
summary judgment• Special legal or evidentiary problems
ANSWER:
Appendix II - Page 3
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Appendix III
INVOICE PROCESS GUIDE
Law firms may find the following information useful in understanding Bank ofAmerica's
process for invoice submission, approval and payment. Below are unique but frequently used
terms that one ought to know. On the following pages, there is a high-level overview of the
process, followed by more specific details, and finally some flow charts to illustrate these words.
AP: Accounts Payable. This is the Bank ofAmerica department that issues payment of fully
approved invoices. Note that invoices are not typically paid until after 30 days beyond the
invoice date.
ERequest: An application used within Bank ofAmerica to electronically route all invoices from
Legal Department to business and finance associates for secondary approval.
File Handler: A LegalPrecision term to designate the Legal Department associate who will
receive invoices for review. This associate is always an in-house attorney assigned to a
particular Legal Matter Number and responsible for approving all invoices submitted for same.
Contact information for the File Handler is in LegalPrecision.
Legal Invoice Team: An administrative Team in the Legal Department that serves as the contact
point for law firms inquiring about payment status of invoices. Law firms may contact this Team
once an invoice has been approved in LegalPrecision. The Team may be reached bye-mail at
LegalPrecision: Run by LexisNexis Examen, LegalPrecision is the web-based application
employed by Bank ofAmerica to receive, electronically review and route legal invoices. There
are two separate interfaces: one for law firms and one for Bank ofAmerica - neither sees whatthe other sees, but some information is shared. Contact information: 800.600.2282, x23 or
[email protected]. LegalPrecision Client Support is available from 8:00 a.m. to 9:00
p.m. (Eastern Time).
LMN: Legal Matter Number. A Legal Matter Number is a unique number assigned to a specific
matter/retention for a specific law firm. Each invoice must contain a valid LMN before being
submitted for payment.
TeamConnect: Matter management system used by Bank ofAmerica Legal Department. Non
Legal Department Bank ofAmerica associates do not have access to TeamConnect. Law firms
do not have access to TeamConnect.
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1. Bank ofAmerica Creates Legal Matter Number
(LMN) in TeamConnect
I
2. TeamConnect Sends LMN to LegalPrecision
I
3. Law Firm Submits Invoice to LegalPrecision
I
4. LegalPrecision Reviews Invoice
5. Legal Department Reviews and Approves Invoice
I
6. Line ofBusiness Reviews and Approves Invoice
I
7. Accounts Payable Pays Invoice
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1. Bank ofAmerica Creates Legal Matter Number (LMN) in TeamConnect
The procedures to engage outside counsel vary with the nature of the legal matter and/or
the supported line of business. In all cases, the retention ofa law firm to provide legal
services to Bank ofAmerica must be documented with a Legal Matter Number ("LMN").
Before commencing work on a matter, outside counsel should ensure that an LMN has
been obtained.
The law firm is to obtain appropriate Legal Matter Number from the Bank of America
associate who retains the law firm (Le., the one who sends the particular matter or work
to the law firm). Legal Department Administration associates (Patrick Ryan and others)
are unable to provide LMN.
We suggest sending requests for LMNs in writing to responsible Bank associates. If
requests to the responsible Bank associates go unanswered after two attempts, a firm may
forward the same request to Legal Department at [email protected]. Firmsshould provide the names and dates of any associates previously contacted.
Before engaging outside counsel, the responsible business associate of Bank ofAmerica
must submit a request to engage outside counsel to the Legal Department ("the
Department") through its intranet. Where the Department attorney approves the retention
request, the Department will assign an LMN and electronically notify the business
associate of it. The Legal Department attorney and business associate will jointly decide
who will provide the LMN to the law firm, along with the details concerning the scope of
the engagement, including, if required by the business or Department, a specific budget
for the matter.
Again, an attorney in the Department must review and approve in advance all requests to
engage outside counsel. Additionally, attorneys in the Legal Department, and only thoseattorneys, have the authority to retain outside counsel for all litigation matters.
Once created, an LMN exists in TeamConnect. It contains matter-specific information,
most notably:
Matter name
Matter type (bank-payor customer-pay/customer-reimburse)
Bank ofAmerica In-house Attorney
Bank Account Officer (Responsible business associate)
Bank cost center (area responsible for legal expense)
Law firm approved to submit invoices for the matter
Appendix III - Page 3
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 25 of 46
2. TeamConnect Sends LMN to LegalPrecision
Twice daily, TeamConnect transmits new matters and matters with changes to
LegalPrecision. Generally, an LMN will appear in LegalPrecision one day after it is
created in TeamConnect.
Law firms should not assume the LMN by finding a matter name listed in LegalPrecision.
Many matters have similar names, and one might choose the incorrect LMN. Firms
ought to wait until Bank associates have provided the matter-specific LMN before
attempting to submit an invoice.
If a law firm is unable to locate an LMN that a Bank associate has provided to it, they
ought to contact LegalPrecision Client Support at 800.600.2282, x23 or
[email protected]. Where necessary, they will forward inquiry to Legal
Department. The Legal Department may contact the law firm for more information, such
as who originally provided the LMN.
Appendix lll- Page 4
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 26 of 46
3. Law Firm Submits Invoice to LegalPrecision
Law firms must submit any invoice for payment by Bank ofAmerica, regardless of
whether Bank is ultimately reimbursed by a third party, to LegalPrecision.
If a third party is remitting payment directly to a law firm, that firm does not need to sendinvoice to LegalPrecision or Bank ofAmerica unless specifically instructed to do so. If
third party remits payment to Bank of America, who in turn sends payment to a law firm,
then law firm does need to submit invoice through LegalPrecision. On a related note, law
firms who provide "courtesy copies" of invoices to Bank associates (or others) must mark
those invoice copies conspicuously with text such as "courtesy copy - do not pay" so as
to avoid duplicate processing.
Bank ofAmerica has authorized LexisNexis Examen, Inc. to handle the receipt, review
and routing of law firm invoices for payment by Bank of America through their
application, LegalPrecision. Further, we authorize LexisNexis Exam to assist law firmswith the initial setup as well as ongoing questions about bill submission, structured data
formats, the resolution of formatting problems or other queries concerning the use of
LegalPrecision. Law firms may reach the Client Support group for LegalPrecision via
telephone at 800.600.2282, x23 or e-mail at [email protected].
The Department expects all law firms to work closely with LegalPrecision Client Support
to understand the invoicing process. It is the responsibility of a law firm to get invoices
to LegalPrecision and to act on any necessary adjustments. It is also the responsibility of
law firms to ensure all offices consistently adhere to the invoice procedures.
LegalPrecision will accept invoices submitted through structured data files via the web
site at www.legalprecision.com. Structured Data is, where possible, the only acceptable
form ofBank ofAmerica invoice submission.
Law firm send invoices to LegalPrecision in one of three ways:
a. Uploading electronic invoice(s) directly at www.legalprecision.com (by far the
best method). LegalPrecision accepts Structured Data File invoices in the
following formats:
• LEDES 98B (ASCII)
• LEDES 2000 (XML)
• Examen Format (ASCII)
After the invoices are saved in oneofthese acceptable Structured Data formats,law firms log in to LegalPrecision at www.legalprecision.com using a login ID
and password provided by LexisNexis Examen during setup. By clicking on the
Submit Invoice hyperlink on the law firm home page, firms are able to upload the
invoice directly to the LegalPrecision server for immediate processing.
Additional information is available in the Frequently Asked Questions section of
the LegalPrecision web site.
Appendix III - Page 5
EXhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 27 of 46
b. E-mailingcopyofinvoice(ASCII•.doc•.pdf)[email protected]
c. Mailing paper invoice (or diskette copy) to:
Bank ofAmerica
c/o LexisNexis Examen
3831 North Freeway Boulevard, Suite 200
Sacramento, CA 95834
Invoices submitted via electronic invoice upload are processed immediately by
LegalPrecision. Whether successfully processed or ultimately rejected, the invoice
upload process should be completed by LegalPrecision within minutes of file
submission.
Invoices submitted via e-mail or mail take longer to process. Both must be scanned
in and then reformatted to comply with the standard invoice presentation used byLegalPrecision. This process to import the invoice data might take up to 10 business
days.
Although LegalPrecision is able to process paper or e-mailed invoices, Bank ofAmerica
greatly prefers to receive electronic invoices. In fact, we expect larger firms to commit to
electronic invoices. Firms will get many benefits by submitting invoices electronically.
For example, firms experience faster processing/payment, 100% tracking ability, and
immediate status notification. One misconception is that paper invoices do not reject the
same way electronic invoices do. Whatever a cause for invoice rejection, it will remain a
cause regardless ofwhether a firm submits invoice on paper or electronically.
When law firms submit an invoice electronically to LegalPrecision, they receive
confirmation of the submission. This is a confirmation that LegalPrecision received theinvoice; it does not confirm upload success or failure. If one does not receive any
subsequent e-mail notifying of a rejection within a few minutes, the invoice has likely
imported successfully into LegalPrecision. While invoices are being imported, they will
appear on the LegalPrecision HomePage under the In Process category in the Invoicessection. When the invoice successfully imports, it will go to the Active category. If a
firm submits an invoice via e-mail or paper, they may check to see ifthe invoice is in
LegalPrecision by performing a search for the invoice in question. (Remember, paper
and e-mail invoices may take up to 10 days to process.)
In the event that one law firm engages another firm to work on a Bank ofAmericamatter,
the first law firm is responsible for providing LMN and invoice submission instructions
to second law firm. Any secondary engagement must first be approved by the
responsible Bank ofAmerica in-house attorney
Appendix III - Page 6
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 28 of 46
4. LegalPrecision Reviews Invoice
LegalPrecision processes each submitted invoice according to rules Bank ofAmerica
provided (allowable charges, billing rates and other criteria set forth in ourOC
Procedures) and to the extent Bank requests (e.g., certain bank-pay invoices are more
closely examined than certain customer-pay and flat-fee invoices). At Bank ofAmerica's
direction, some LegalPrecision rules can cause an invoice to reject in their entirety (e.g.,
duplicate invoice number, unapproved rates) while other rules adjust charges (e.g.,
photocopies charged for reimbursement at rates in excess of $. IO/page will be adjusted to
$.1 O/page).
There are multiple gateways an invoice must pass prior to successfully importing in to
LegalPrecision. If an invoice fails to successfully pass through any of the following
gateways, LegalPrecision generates an invoice rejection notice.
The first gateway is looking for the following invoice format issues:• Is there an invoice number?
• Is the invoice date valid?
• Is there an LMN?
The second gateway affirms a validation set:
• Does math compute (units x rate = charge)?
• Is this invoice number unique to the law firm?
• Does this invoice meet the minimum invoice amount?
The third and final gateway is the Bank ofAmerica specific rule set for the invoice as
follows:
• Are there block bill ing charges?
• Do the billing rates exceed the approved rates?
Invoices that comply with the rules and rates selected for the matter by Bank ofAmerica
should successfully import into LegalPrecision.
Ifthe invoice fails at any of these gateways, it will not proceed to the next for evaluation.
Instead, LegalPrecision will return the invoice with a rejection notice to the law firm. In
other words, an invoice may receive an error for a format error, be corrected by the firm
and resubmitted, but subsequently fail in another gateway. Law firms should direct
questions regarding any invoice rejections and how to resolve them to LexisNexis
Examen's Client Support team.
How LegalPrecision sends rejection notices depends on how the law firm originallysubmitted the invoice. Following are the notification methods LegalPrecision employs
for each invoice submission type:
Electronic invoice/file upload submission.
LegalPrecision (Iegalprecision.com) sends an e-mail to the LegalPrecision user
who logged in and submitted the invoice. The e-mail will include the invoice
Appendix III - Page 7
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 29 of 46
failure information. If there is a second e-mail address set up for a law firm under
Office Administration, that e-mail address will also receive a copy of this notice.
E-mail of invoice to [email protected] or paper invoice copy mailed to
LexisNexis Examen. LegalPrecision (legalprecision.com) will send an e-mail to
the default e-mail address that is designated by the law firm under Office
Administration in LegalPrecision. If there is also a second e-mail address set up
for a law firm under Office Administration, that e-mail address will receive a
copy of this notice as well. If there is neither a default e-mail address nor a
second e-mail address to send a copy in the law firm's LegalPrecision profile,
LegalPrecision will mail a hard copy of the invoice failure information to the law
firm address on the invoice, to the attention of the billing department.
If a law firm is submitting invoices electronically and is not receiving notices from
legalprecision.com regarding the submission or rejection of invoices, there are two
common causes.
Check to see if there is an e-mail filter in place. It is possible that the filter is screening
the e-mail notices. Verify that e-mail will accept received notices from the e-mail sender
at domain of legalprecision.com.
Another possible cause for not receiving notices of rejected electronic invoices is an
incorrect e-mail address in LegalPrecision. To view/edit e-mail address, an individual at
a law firm must have an access level ofOffice Administrator or above. One can view the
e-mail address by following these steps:
1. Log in to LegalPrecision.
2. From the Home Page, select Office Administration in the upper-right corner
under Administrative Functions.3. LegalPrecision will present a list of all individuals added for your firm. Search
for the section that lists Active LegalPrecision Users. Locate your name on the
list and click on the link.
4. LegalPrecision will display your information. If your e-mail is incorrect, select
Edit.
5. Update the e-mail address and then select Save.
The e-mail update will be effective for notices sent from the time of the update
forward. Notices that were previously sent will not be re-sent to the new address.
Invoice rejection information is also available in LegalPrecision. It can be accessed as
follows:
1. Log in to LegalPrecision
2. From the Home Page, select Invoice Returns Report in the lower left corner
under Reports.
a. LegalPrecision will open a window for the report query. Enter the
information for the search. You do not need to complete all the fields to
initiate the search. Select Go.
b. The results of the search will be displayed. This can be printed by
Appendix III - Page 8
Exhibits
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selecting the Print option listed under File
c. When you are done with the search results, close the window.
3. You wi11 be returned to LegalPrecision
When a law firm believes an invoice has been improperly rejected by LegalPrecision, the
firm ought to contact the File Handler for resolution. It may be necessary for File
Handler to update matter information so that LegalPrecision correctly reviews invoice to
the level we desire. (For example, Bank ofAmerica pays some invoices to a law firm,
but is then reimbursed by a third party. In most of these cases, invoices are processed asFlat Fee or with less stringent LegalPrecision review.) When a firm contacts a File
Handler in this case, that firm should advise that they believe the invoice is improperly
rejecting and ask that File Handler: a) confirm status (e.g. third-party or flat fee) and then
b) ensure matter is properly setup in TeamConnect to handle such invoices.
Appendix III - Page 9
Exhibits
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5. Legal Department Reviews Invoice
Once an invoice successfully passes the processing rules in LegalPrecision, it then moves
into a queue for the Legal Invoice Team to review (prior to going to the File Handler).
The Legal Invoice Team performs a high-level evaluation of the invoice, as appropriate,
to check for proper application of the guidelines and other issues. When the Legal
Invoice Team has completed their review, they forward the invoice to the File Handler
for their complete review, analysis and approval ofthe invoice. Once the File Handler
(or his or her delegate) approves the invoice, LegalPrecision transmits the invoice
information to TeamConnect the same or next business day.
When the Legal Department has approved an invoice, the amount approved for payment
on that specific invoice is accessible in LegalPrecision by following these steps:
1. Log in to LegalPrecision.
2. Locate the invoice in LegalPrecision using Invoice Search, the ApprovedInvoices link orMatter Search and select the invoice in question.
3. From the Invoice Overview screen, select the Invoice Reports under the
Report section in the lower right comer.
4. From the Invoice Payment History displayed, select the Invoice Summary
Report for the approved amount you wish to view. (I f you also see a
Supplemental Invoice Report, that indicates that the File Handler has
approved an additional amount subsequent to the initial approval.)
a. This will open a secondary window that will display the invoice detail
information ofwhat was approved for payment. If any charges were
adjusted/denied, the amount and reason for each adjustment will be
listed.
b. The Invoice Summary Report can be printed by selecting the Print
option listed under File.5. When one has completed his or her review of the Invoice Summary
Report, this window can be closed, and the user will be returned to
LegalPrecision.
While under review by the Legal Department, an invoice may be adjusted - or the
adjustments may be overridden - until it is finally approved in LegalPrecision.
Therefore, we advise that firms not investigate adjustments on an invoice until after it has
been approved.
If a firm notices Bank ofAmerica has approved an amount less than the amount
submitted, firm may appeal the write-downs by sending an e-mail to the responsible File
Handler, who is able to perform a supplemental approval - based on his or her agreement
with the appeal. Firms should never submit a new invoice for any adjusted amount from
an invoice. LegalPrecision is not able to process or receive any such appeals.
At any time in the process, even though the invoice has been successfully loaded to
LegalPrecision, Bank ofAmerica has the option to reject the invoice back to the law firm.
Any time an invoice rejection action is taken, a rejection notification is issued to the firm
(see previous section, "LegalPrecision Reviews Invoice," for details). Some reasons for
Appendix III - Page 10
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 32 of 46
invoice rejection include: (I ) invoice submitted on incorrect Legal Matter Number, (2)
Bank of America is not responsible for payment.
Additionally, a law firm may request that an invoice be withdrawn bye-mailing the Legal
Invoice Team [email protected]) up until the time the invoice is
approved in LegalPrecision. Firms should include text 'Urgent - Invoice Rejection
Request" in their e-mail subject line to the Legal Invoice Team.
Law firms may track the Legal Department review and approval of an invoice in
LegalPrecision. Each invoice will have one ofthe following statuses:
Invoice Uploaded/In Process - The invoice is in process with LegalPrecision and is not
yet available for Bank ofAmerica access and review. This process can apply to
electronic invoices (they will be in this status for not more than a few minutes while
being imported) or paper and/or e-mail invoices (they can be in this status for up to 10
business days while LegalPrecision reformats the data). If an invoice remains in thisstatus in excess of 10 business days, please contact LegalPrecision Client Support for an
update.
Invoice UploadedlReady - This is the first step in the invoice workflow where Bank of
America has the invoice. The invoice has successfully been uploaded to LegalPrecision
and is available for access and review by the Legal Invoice Team, but the invoice has not
yet been reviewed or forwarded.
Forward/Reviewed - The invoice has been reviewed, and is most likely with the File
Handler for approval.
Approved (or Approved for Payment) - File Handler has approved the invoice in
LegalPrecision and the invoice information will be sent to TeamConnect and then to theresponsible Line ofBusiness associate for additional approval per Bank ofAmerica
policy.
Payment Sent - Approved invoices may have a status of "Payment Sent." However, note
that Bank of America requires a minimum of two approvals on legal invoices prior to
payment (see following sections), one ofwhich occurs after the invoice is approved in
LegalPrecision. A status of "Payment Sent" does not in itselfmean that Bank ofAmerica
has issued payment to a law firm.
Appendix III - Page II
Exhibits
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6. Line of Business Reviews Invoice
Legal Department forwards invoice electronically to a Line ofBusiness associate via
Bank ofAmerica's internal electronic routing and approval system. (The invoice has
since passed through TeamConnect and picked up the cost center and Bank Account
Officer for proper approval/payment.)
When receiving the invoice from the Legal Department, a Line ofBusiness associate has
two options: approve it or deny it. (That is, they are not able to further adjust invoice asLegal Department sent it to them.) I f invoice is $10,000 or more, a Bank Finance Officer
must also approve the invoice. Upon business/Finance approval, invoice is sent through
eRequest to Accounts Payable.
Each necessary approval request remains in place for 17 days before it t imes out
internally. When this happens, the Legal Invoice Team notifies the approving associate
and resends the invoice.
Unfortunately, law firms do not have a means to track internal routing and approval of
their invoices. Only the Legal Department's Legal Invoice Team is able to track legal
invoices as they flow through Bank's internal payment approval system. To inquire about
payment status of an "Approved" invoice in LegalPrecision, firms may send an e-mail to
[email protected]. When doing so, firms will need to provide the
following information:
• Your name
• Law firm name
• LMN• Invoice number
• Invoice date
• Approved invoice amount
• Date invoice approved in LegalPrecision
When inquiring about five invoices or more, firms ought to list them on a spreadsheet to
be e-mailed as an attachment to Legal Invoice Team.
Emails to the Legal Invoice Team should replace the issuance of "statements of account"
or lists of unpaid invoices being mailed to Bank ofAmerica.
Appendix III - Page 12
Exhibits
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7. Accounts Payable Pays Invoice
Bank of America Accounts Payable has a net-30 rule for all invoice payments. In most
cases, a law firm invoice will not be paid until 30 days have passed from invoice date
upon appropriate business/finance approval, of course.
Accounts Payable submits payment to law firms in one of two ways:
a. Paper check mailed to address on file
b. ACH direct deposit
To implement ACH or to inquire about anything related to ACH payments, contact Bank
ofAmerica Accounts Payable at 888.550.6433, Options I, I.
To change location where Bank mails paper checks, contact the Legal Department at
Firms receiving payment with no invoice reference must contact Bank ofAmerica
Accounts Payable to resolve (phone number above).
In summary, legal invoices may be adjusted by LegalPrecision rules (at direction ofBank
ofAmerica), the Legal Invoice Team and/or the File Handler. Firms will find the reason
for invoice adjustments online at LegalPrecision. (Instructions for locating adjustment
reasons are included in previous section "Legal Department Reviews Invoice.")
Adjustments are often related to the Outside Counsel Procedures and any existing
agreement between the firm and Bank ofAmerica. However, there may be reason to
dispute an adjustment. To do this, a firm may send an e-mail to the File Handler. If
payment received is less than amount approved in LegalPrecision, a firm ought to contact
Legal Invoice Team for further investigation, at [email protected] firms do this, they ought to include relevant details in the email, such as invoice
number, amount approved, and amount paid.
Appendix III - Page 13
Exhibits
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Matter Create/Invoice SubmitBusiness Officer as Client
Bank ACCOlUlt
Officer
(1) Matter info.....
77
Legal
Department
(3)LMN (2) Approval
(4)LMN
I ~ w F r r m I
(5) Invoice
~ ) S t a ~
....
...
I TeamConnect I
13)LMN
Legal Precision
BankofAm
Appendix ITT - Page 14Exhibits
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Matter CreatelInvoice Submit
Legal Department as Client
Legal Department
. /
I I "
(3) LMN
I LawFirrn I
(1) Matter Info
(2)LMN
(4) Invoice
(5) Status
- -
Appendix JTI - Page 15Exhibits
·9 7 -
......
. /
......
/ '
TeamConn
(2) LM
LegalPreci
BankofAm
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Invoice ApprovallPayment
(Net 30)
I TeamConnect I
\, , /
1''''-'-'-'-'-'-'-'-'-'-'-'-'-'-'-'_°
1
LegalPrecision :• _. - ._ . - ._ . _. _0 _._. _._._. _. _._ ._"
(Future)
AP (4) Payment......
.; '
ACHor
Check
Law
Finn
(1) Invoice......
.; '
(In process: invisible
to Bank ofAmerica)
Finance k-._.(>$10K)
BAO
Approve or Deny
-..;;
(3) Invoice
(Approved)
(Invisible to Law Firm, contact
Legal Invoice Team)
B a n k O f
Appendix III - Page 16Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 38 of 46
Appendix IV
TIMEKEEPERSIBILLING RATES
A. Timekeeper maintenance
Law firms are responsible for adding and maintaining all general timekeeper information
such as names, titles, levels, and billing initials/IDs in LegalPrecision. If you have
questions regarding this process, please contact LegalPrecision Client Support.
Bank ofAmerica is unable to edit any timekeeper information other than billing rates. In
order for Bank ofAmerica to add or change billing rates, a corresponding timekeeper
must exist in LegalPrecision. (FYI - LegalPrecision Client Support team does not have
authority to enter or modifY timekeeper or matter data, unless explicitly directed to do so
by Bank ofAmerica.)
B. Billing Rate Submission
Attached is a form law firms use to submit their request for billing rate increases and
additions to Bank ofAmerica. A firm may obtain an electronic copy of this form by
contacting either LegalPrecision Client Support or the Legal Department. Please note the
following:
• Prior to billing rate submission to Bank ofAmerica, law firm must ensure all
timekeeper information is correct in LegalPrecision;
• Rates are effective only after Legal Department approves them;
• Law firms submit completed forms to the Legal Department via e-mail to
• Rows I through 4 and columns A through F are mandatory. Columns G and Hare
optional but ofvalue to Bank ofAmerica;
• Any special billing arrangements (e.g., blended rates, capped rates, fixed fees) should
be noted on the attached, detailed separately if necessary;
• The Legal Department will return incomplete or ambiguous forms to the law firm for
correction and resubmission.
C. Billing Rate Approval
Once the Legal Department receives billing rate additions or changes, they will review
internally before approving or entering them into LegalPrecision. The time of the review
will vary depending on the type of request a law firm makes. Firms may expedite the
review process by providing the following supplemental information with your billingrate requests:
New Timekeepers: please provide either (a) the Legal MatterNumbers (LMN) the new
timekeepers are billing or (b) confirmation that these are simply new timekeepers at the
firm, who mayor may not bill on Bank of America matters.
Appendix IV - Page I
Exhibits
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Changed Rates No. I: If submitting changes to existing billing rates, please provideexplanation for increase and any relevant LMNs timekeepers are currently billing.
Change Rates No.2: If submitting firm-wide increases (e.g., discretionary, "cost-of
living," or associate class promotions), identify reason for increases.
The Legal Department will notify law firms via e-mail that the rates are entered in
LegalPrecision. In most cases, this e-mail will signify their approval of the billing rates.
For less frequent changes, such as annual increases, the Legal Department will send
approval using more formal means.
Requests for firm-wide annual rate increase may take significantly longer to approve and
enter into LegalPrecision. Please submit such requests as early as possible. Law firms
ought to also review section IX.F (Timekeeper Data/Billing Rates) for more information
about the current rate submission and review process.
Bank ofAmerica requests that law firms seek efficiency by limiting the number of
timekeeper files submitted to just one per month.
Finally, each file a firm sends should be a new version of previous submissions. Each file
should contain all current timekeepers, along with those who need rates added or changed
clearly identified as such per Column A of the attached. For example, ifthere are 100
timekeepers on file with billing rates, but then there is a need to add 5 new timekeepers,
please send a list of all 105 timekeepers. The original 100 should be marked "stet," the 5
new marked "add."
One reason the Department asks for a comprehensive list with all requests is so that firms
themselves will be able to keep track ofwhat they have submitted. However, at any time,the Legal Department will prepare a list of timekeepers and rates as we have them in
LegalPrecision. Law firms may contact the Department at [email protected]
to make such a request.
Appendix IV - Page 2
Exhibits
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Row I Law firm name:
Appendix IV
BANKOF AMERICA
TIMEKEEPER INFORMATION
I I
Does your firm provide a discount to Bank ofI IRow 2 America?
Is any such discount applied to all "bank-Row 3 pay" matters?
Row 4 I f no, please detail:
I II I
Please only include timekeepers that will work on Bank ofAmerica matters
ColumnA ColumnB ColumnC ColumnD ColumnE Column F Col
AppendixIV - Page 3Exhibits
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Appendix VINVOICEIBILLING CONTACT INFORMATION
•
..........
iii· • . · i> >Xi .i
General support LexisNexis Examen Client Support'" 800.600.2282,legalorecision
Legal matter number not available LexisNexis Examen Client Support'"legalprecisio
LegalPrecision Include legal m
Law FirmName or Address Change Bank of America Legal Departmentretentions@b
Assistance with invoice rejection LexisNexis Examen Client Support'"800.600.2282,
leg:alorecision
Question about current billersLexisNexis Examen Client Support'"
800.600.2282,
and/or rates - how to change? legalnrecisioBilling Rates
Question regarding adding new 800.600.2282,
timekeeper/biller - how/where?LexisNexis Examen Client Support'"
!eg:alorecisio
Add/change value requests Bank ofAmerica Legal Department ocrates(a)ban
Legal matter number not known Bank ofAmerica Responsible Bank Associate E-mail inquiry
Status inquiries LexisNexis Examen Client Support'"800.600.2282,
lel!alorecisionl
Rejection explanations and/orLexisNexis Examen Client Support'"
800.600.2282,
assistance legalprecisionr
Legalinvoice
Deletion requests for invoices Include with r
successfully submitted to Bank ofAmerica Legal Invoice Team 1) Legal mat
LegalPrecision 2) Invoice nu
Invoices 3) Invoice am
Legalinvoice
Include with i
Payment status for approved Legal Invoice Team1) Legal matte
invoices Bank of America 2) Invoice num3) Invoice dat
4) Invoice a m
5) Approval d
Partial payments/AppealE-mail inquiri
Bank ofAmerica Attorney / File Handler available by aadjustments
and clicking o
The Client Support team ofLexisNexis ~ n R - is available from 5:00 am to 6:00 pm PT
Appendix Vi Il2Page 1
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 42 of 46
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Exhibits6
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April 12, 2009; NOTICE #2, RE: CFC/BAC
William Allen Parsley, BorrowerCase # 05-90374
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 43 of 46
TO THE COURT OF THE HONORABLE JEFF BOHM:
The list below was c op ie d v erb atim in severa l l e t t e r s and complain ts
to the Audi t Committee o f BAC with a reques t fo r response on the
spec i f i c records , a l l of which are cla imed to be pa r t s o f v ario us
schemes by Countrywide and i t s counse l .
Respec t fu l submi t t ed ,Apr i l 12, 2009, La Verne, Cal i fo rn i a ,
) .•
JOSEPH ZERNIK
Listedbeloware key records ofthe alleged fraud by CFC/BOA againstJOSEPH ZERNIK in litigationofSamaanvZemik(SC08Z400) at the LA SuperiorCourt:
1)Underwriting Lettermisrepresented as a fax transmission ofmid-October 2004, fromCountrywide, San Rafael to VICfOR PARKS, State ofWashington. [1] Introduced repeatedly incourt. Most recently for a motion noticed for November2008.Alleged key fraud record.
2) Real PropertyPurchase Contractmisrepresentedas a fax transmission ofOctober 25, 2004,5:03pm from VICfORPARKS, State ofWashington, to Countrywide, San Rafael. [2] Introducedrepeatedly in court. Most recently for amotionnoticed for November2008. Alleged key fraud record.
3) Se tofa letter and declarations byCFC/MARIAMCLAURIN,BranchManager, San Rafael,California. [3] Introduced repeatedly in court. Key fraud record.
4) Subpoena Production ofCountrywide in Samaan v Zernik. [4] About 400 pages, produced by theLegalDepartment a total of5 times fromAugust 2006 toApril 2007. Deemedfraud in its entirety - since itincluded loan files that were recreatedafter the fact, and records that are theproductofwire/fax fraud andbearfalse and deliberatelymisleading fax header imprints,when in fact there is nothing in this production that allowstodeterminewhereandwhen such records appeared from. I t was partofa concertedeffortby SAMAAN,McLAURIN and the Legal DepartmentofCFC to fabricate false history for SAMAAN's loanapplications in 2004,
5) Records showingCFC and evenmore recentlyCFC/BOA appearing in court for almost twoyears under the partydesignation of "NON-PARTY",while the court interchangeably designatesit "DEFENDANT", "PLAINTIFF', "INTERVENOR", "ROSS-DEFENDANT", "REALPARTY ININTEREST", etc. [5] Such appearances are deemedfalse and dehberatelymisleading and have no basis in thelawofthe U.S. or California, Therefore they place the entirelitigation in a real that is outside the law.
6) July 23, 2007 Protective/GagOrderbyJudge JACQUELINE CONNOR [6]. Such purported orderled to two judgmentofquasi-criminal naturebeing entered by JudgeTerry Friedman againstme, both at therequest ofCFC,The secondone - in February2009, at the requestsofCFC/BOA. I have no valid court recordofthat nature, and the courtand CFC/ BOA so farhave failed to producethis record either.Below I attached a short review ofpart ofSamaanvZemik that allows you to place the records above in theircontext.
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 44 of 46
[1]
http://inproperinla.com/04-10-26-eountIywide-fraudulent-underwriting-letter-s.pdfhttp://inproperinla.com/04-1O-26-doc-44-eountIywide-fraud-underwriting-letter.pdfhttp://inproperinla.com/o4-1o-26-opinion-letter-countIywide-underwriting-Ietter-oct-26-s.pdf
[2]
http://inproperinla.com/04-10-2S-doc-4S-countIywide-fraud-contract-record.pdf
[3]http://inproperinla.com/o6-11-og-doc-38-1-countIywide-mclaurin-false-declarations.pdfhttp://inproperinla.comjo6-11-og-doc-38-2-countIywide-mclaurin-false-declarations.pdf
[4]http://inproperinla.com/oz-02-o8-countIywide-fraudulent-subpoena-production-c-s.pdf
[5]
http://inproperinla.com/og-0l-13-cw-motion-sanctions-osc-contempt-S.pdfhttp://inproperinla.com/og-0l-13-moldawsky-notice-of-motion-sanctions-contempt.pdfhttp://inproperinla.com/og-0l-13-document-1.pdfhttp://inproperinla.com/og-02-1z-document-l.pdfhttp://inproperinla.com/og-02-1z-document-2.pdfhttp://inproperinla.com/og-02-17-document-3.pdf
[6]
I have no such record. I expectCFCjBOA to produce the record.
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 45 of 46
NAME. ADDRESS ANDTELEPHONE NUMBER OFATTORNEY(S)
Joseph Zernik, DMD, PhD
PO Box 526 La Verne California 91750
Tel: 310 4359107 Fax: 801 9980917
Email: [email protected]
United States Bankruptcy Court
Southern District of Texas
WILLIAMALLEN PARSLEY Borrower CASE NUMBER
05-903-74
PROOF OF SERVICE - ACKNOWLEDGMENTOF SERVICE
I, the undersigned, certify and declare that I am over the age of 18 years, employed in the County ofLos Angeles , State of California, and not aparty to the above-entitled cause. On March 31 , 20 09 , I served a true copy ofVerified Notice toHon JeffHohrn, Pursuant to Memorandum Opinion Doc #248, March 5, 2008...
by personally delivering it to the person (s) indicated below in the manner as provided in FRCivP 5(b); bydepositing it in the United StatesMail in a sealed envelope with the postage thereon fully prepaid to the following:(list names and addresses for person(s) served. Attach additional pages if necessary.)
Place ofMailing: La Verne, California
Executed on Apdt R f? , 20 at.__---IL..L--J'\L.Ile;l:lm>l.\:e:-- , California
Please check one of these boxes if service is made by mail:
o I hereby certify that I am a member of the Bar of the United States District Court, Central District ofCalifornia.
o I hereby certify that I am employed in the office ofamember of the Bar of this Court at whose direction theservice was made.
i;I I hereby certify under the penalty of perjury that, the foregoing is true and correct.\. .. 'r {O.; I .~ f ' / - " < t : ~ ..t..\\;';:1, ~ Vi C ' . _ -
'. J j,
Signature of Person Making Service
ACKNOWLEDGEMENT OF SERVICE
I, , received a true copy of the within document on _
Signature
CV-40 (01100)
Party Served
PROOF OF SERVICE - ACKNOWLEDGMENT OF SERVICE
Exhibits
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Case 05-90374 Document 257-2 Filed in TXSB on 04/15/09 Page 46 of 46
Service List
1) Jenna Moldawsky & John Amberg
Bryan Cave, LLP
120 Broadway, Suite 300
SantaMonica, CA 90401-2386
Tel: 310 576-2100
Fax: 310 576-2200
2) Todd Boock, Sanford Shatz, Sandor Samuels
CFC Legal Department
5220 Las Virgines Road
MailStop AC-IIB
Calabasas, CA 91302
3) Timothy Mayopoulos, General Counsel
BAC Legal Department