09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2

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 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




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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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William Allen Parsley, Borrower

Case # 05-90374




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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




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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




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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




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.






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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




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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.



Case # 05-90374




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





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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.

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-12- April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, BorrowerCase # 05-90374




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

27 III

28 IIIIII



Case # 05-90374




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

15

16

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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-21-April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, Borrower

Case # 05-90374




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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.

27

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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






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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-24-April 12, 2009; NOTICE #2, RE: CFC/BAC


Case # 05-90374




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Exhibits

- 25 -

Exhibit 1

April 12, 2009; NOTICE #2, RE: CFC/BACWilliam Allen Parsley, Borrower

Case # 05-90374




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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Exhibits

- 27 -

Exhibit 2April 12, 2009; NOTICE #2, RE: CFC/BAC


Case # 05-90374



Case 05-90374 Document 257 Filed in TXSB on 04/15/09 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.

IICountrywideFinandaL

c;;:11chairman's message

,;\l 'Countrywide's history

:3Jl11familyof companies

iiWi'e xecutive profiles

illMtOi':imlitiDrtS_ . ; ~ j ) I \ I

UJ'UJ'$

clickon each ford e t a ~ s

! i i : ' : Y e c o l l 0 ~ n Ie outlook33:3..,.""'11,,, & recognition

H corporate

respons ibility

;VYcorporate giving

overview

ifcharitable donations

:li';;how to apply

errployee involvment

rebuilding together

disaster relief

'i!i'Wcorporate governance

overview

corporate

governance

guidelines

board corrposition

board colllTiltees

internal oversight

code of business

ethics

bylaws & certWicate

of incorporation

corporate

governance FAOs

contact the board

Categorical Board

Independence

Standards

nWj'annual reports'9 'fj'disclaimer

'f::'i1FAQs

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

C:/",fCode%20of%20Business%20E.,.Exhibits

- 28-

1/5




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

C:/..,fCode%20of%20Business%20E...Exhibits

- 29 -

2/5




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,

C:/.. ,fCode%20of%20Business%20E...Exhibits

- 30 -

3/5




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

C:/.. .jCode%20of%20Business%20E...Exhibits

- 31 -

4/5




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.

C:/.../Code%20of%20Business%20E...Exhibits- 32 -

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Exhibit 36

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Exhibits

- 33 -




Bank of America Corporation

Code of Ethics

Exhibits

- 34-

BankofAmerica"Bank of Opportunity'




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

- 35-




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


regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.

Exhibit!:Bank of America Corporation Code of Ethics 3- 36-




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


regarding ethical Issues, go to "Section 1: Governance and Administration" In this document.

---_._--------_.__ ._--------------_._-------_._-_._---------_._--

4 Bank of America Corporation Code of Ethic§:xhibits

- 37-




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.


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

- 38-




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.



6 Bank of America Corporation Code of Ethic§:xhibits

- 39-




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


regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' In this document.

Exhibit!:8ank of America Corporation Code of Ethics 7

- 40-




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.



8 Bank of America Corporation Code of Ethlcixhibits

- 41 -




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


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

- 42-




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



-------------_._--=--:-:-:--:---_._.__ .._.__._--_._------_._-_.-. '--- ' . '-10 Bank of America Corporation Code of Ethii5chibits

- 43-




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.


regarding ethical Issues, go to "Section 1: Governance and Administration" in this document.

Exhibilfank of America Corporation Code of Ethics 11

- 44-




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.


regarding ethical Issues, go to 'Sectlon 1: Governance and Administration" In this document.- - - - - ~ _ ...._._ ......_-_._ ...._-_ .. _ - - _ . _ . ~ .._- - - -

ExhibiUimk of America Corporation Code of Ethics 13

- 46-




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



14 Bank of America Corporation Code of Ethi65chibits- 47-




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.



- - _ .__ _._-_ .__._--_ __ .._._.ExhibiVank of America Corporation Code of Ethics 15

- 48-




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.


regarding ethical Issues, go to 'Sectlon 1: Governance and Administration' in this document.

16 Bank of America Corporation Code of Ethl6s<hibits

- 49-




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.

- - - - - -_ .._._------------

ExhibilJank of America Corporation Code of Ethics 17

- 50 -




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.

18 Bank of America Corporation Code of Ethiischibits

- 51 -




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.



-------------::- -------Exhibikank of America Corporation Code of Ethics 19

- 52-




1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

Exhibit 44

25

26

27

28



Exhibits

- 54 -




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

•

Exhibits

- 55 -




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

ii

Exhibits

- 56 -




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)

iii

Exhibits

- 57 -




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

Exhibits

- 58 -




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.

2

Exhibits

- 59 -




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.

3

Exhibits

- 60 -




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

([email protected])

4

Exhibits

- 61 -




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

6

Exhibits

- 63 -




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.

7

Exhibits

- 64 -




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

[email protected].

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.

8

Exhibits

- 65 -




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.

9

Exhibits

- 66 -




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.

10

Exhibits

- 67 -




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.

12

Exhibits

- 69 -




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.

13

Exhibits

- 70 -




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.

14

Exhibits

- 71 -




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

15

Exhibits

-7 2 -




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

16

Exhibits

- 73-




• 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

17

Exhibits

- 74 -




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.

18

Exhibits

- 75 -




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.

19

Exhibits

- 76-




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

20

Exhibits

- 77 -




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.

21

Exhibits

-7 8 -



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.

Appendix I - Page 1Exhibits

·7 9 -




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

Appendix II - Page I

Exhibits

- 80 -




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

Exhibits

- 81 -

$

$

$

$

Expert Fees




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

EXhibits

- 82 -




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

[email protected].

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.

Appendix III - Page 1

EXhibits

- 83-




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


Exhibits

- 84 -




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


Exhibits

- 85 -




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

- 86 -




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.


EXhibits

- 87 -




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


Exhibits

- 88 -




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


Exhibits

- 89 -




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


Exhibits

- 90 -




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.


Exhibits

- 91 -




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


Exhibits

- 92 -




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

- 93 -




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.


Exhibits

- 94-




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

[email protected].

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.


Exhibits

- 95 -



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

- 96 -



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



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

·9 8 -




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

[email protected];

• 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

- 99 -




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

-100 -



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

-101 -



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




1

2

3

4

5

6

7

8

9

10

11

12

13

1415

16

17

18

19

20

21

22

23

24

25

Exhibits6

27

28



Exhibits

-103 -




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

-104 -




[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

-105 -




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

-106 -




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

09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2

Documents

Transcript of 09-04-15 Case of Borrower William Allen Parsley (05-90374) Dkt #257, Dr Joseph Zernik's Notice #2