NORTH CAROLINA SECURITIES DIVISION COMPLAINT

1. WHO IS THE FIRM AGAINST WHOM THIS COMPLAINT IS FILED?

Wells Fargo and other firms doing or that did the same.

2. WHAT IS YOUR NAME AND ADDRESS?

George Hartzman, 2506 Baytree Drive, Greensboro, NC...

Work Address:

Wells Fargo Advisors, Greensboro NC

Think Professional Education, Greensboro, NC

...I teach CPA continuing education

including the North Carolina required ethics component.

I taught the North Carolina Bar Association required ethics CPE.

I covered this information and more in recent classes.

...Your education:

BS, Frostburg State University, Philosophy and Communications

with a minor in Public Relations

What kind of work do you do?

Fundamental Choice Portfolio Manager,

Financial Advisor, CPA continuing education teacher,

blogger: hartzman.blogspot.com, triadwatch.blogspot.com

7. WHAT KIND OF INVESTMENT WAS INVOLVED?

Wells Fargo Envision Investment Plans

Violations of Sarbanes/Oxley laws

10. DO YOU HAVE AND CAN YOU PROVIDE EVIDENCE?

I have documentation of Envision investment plans

which have been updated on multiples of occasions

that do not include investment costs,

after assets were placed in products charging more than 3% per year.

Evidence of violation of Sarbanes/Oxley laws

including internal emails and securities filings.

16. WHAT WAS YOUR UNDERSTANDING…?

Wells Fargo received TARP money

but did not disclose secret loans from the Federal Reserve,

thus violating disclosure laws of Sarbanes Oxley

by misleading the public about material information.

If Investment costs are not included in Envision investment plans,

the proposals are inaccurate and misleading.

18. WHAT UNTRUE STATEMENTS, IF ANY, WERE MADE TO YOU?

I have filed ethics complaints to Wells Fargo internally,

and the company’s strategy seems to be not to respond.

"Wells Fargo follows the United States Generally Accepted Accounting Principles
in connection with its required public disclosures.

Pursuant to GAAP,
all of the Company’s lending arrangements are disclosed in the Company’s reports
filed with the Securities and Exchange Commission.

Moreover, you previously suggested that Wells Fargo
has accepted undisclosed loans from the Federal Reserve.

Once again, any loan amounts on the Company’s balance sheets at period end
would have been included in the Company’s disclosures."

Bill, for Unknown Others who, if attorneys,
should read the section of Sarbanes-Oxley on attorneys.

“Bill and Unkown Others;

The issue in question involves the Sarbanes-Oxley Act.

...Sarbanes-Oxley Act is in addition to GAAP accounting.”

George Hartzman

"Attorney Professional Responsibility

...Attorneys, including in-house attorneys,
will be required to report evidence of material violations of securities laws
or a breach of a fiduciary duty or similar violation by the issuer or its agents
to the general counsel or chief executive officer of the company.

If neither of these parties responds appropriately,
the attorney must then report any evidence obtained to the audit committee
or the company’s board of directors (Section 307)."

http://www.westga.edu/~bquest/2003/auditlaw.htm

“If my job is to act in the best interests of my clients,

and a question of the best interests of my clients has been questioned,

how should I respond to what some may consider to be

an obfuscational response?”

George Hartzman to Wells Fargo ethics line investigators

“Please confer with your manager if you feel the need, but our case is closed.”

CFE, CFS, Senior Investigative Agent, VP
Wells Fargo Corporate Investigations, January 4, 2012

It is the responsibility of all team members to raise concerns about behavior

that may violate the Code or any laws, rules, or regulations.

Wells Fargo’s Code of Ethics and Business Conduct

20. LIST THE NAMES, ADDRESSES, AND PHONE NUMBERS OF ANY OTHER INVESTORS THAT ARE KNOWN TO YOU.

Company and industry wide

"Falsification of any company or personal information that you provide is prohibited.

Falsification refers to knowingly misstating, altering,
adding information to, or omitting or deleting information
from a Wells Fargo record or system
which results in something that is untrue, fraudulent, or misleading."

Wells Fargo’s Code of Ethics and Business Conduct

23. MAY WE SEND A COPY OF YOUR COMPLAINT TO THE FIRM OR
PERSON YOU HAVE COMPLAINED ABOUT?

YES

"What Does It Mean to Be a Fiduciary?

Fiduciary duty represents the highest degree of trust and confidence
that the investment advisor will act in your best interest.

Investment Advisors are governed by the Investment Advisers Act of 1940
and applicable state securities laws,
which govern conduct and disclosure requirements,
creating a high legal standard referred to as “fiduciary” duty.

As a fiduciary, your investment advisor has the duty to:

Make full and fair disclosure of all material facts,
particularly where the advisor’s interests may conflict with the client’s

Have a reasonable, independent basis for their investment advice

Be loyal to clients

An advisor will be measured against a higher standard of conduct than a broker."

“As a Fundamental Choice Portfolio Manager

do I not have a fiduciary obligation to my clients?”

Unanswered question asked by George Hartzman

of an unknown group of senior management at Wells Fargo

which I would assume included licenced attorneys subject to Sarbanes-Oxley.

"In such agreements, the firm and your Financial Advisor
explicitly acknowledge an advisory relationship and obligations to you."

Wells Fargo Advisors client approved flier

26. HAVE YOU CONTACTED ANY OTHER GOVERNMENTAL
OR REGULATORY AGENCIES ABOUT THIS?

YES - FINRA, SEC, CFPB, FASB, North Carolina Department of Insurance

North Carolina Department of Justice, Federal Trade Commission,

Carolina Secretary of State, Securities Division, The Federal Reserve Board,

Public Company Accounting Oversight Board,

North Consumer Financial Protection Bureau etc...

27. MAY WE SEND A COPY OF YOUR COMPLAINT TO ANOTHER AGENCY FOR ITS REVIEW OR INVESTIGATION?

YES

“Disclosure requirements on public companies
have become more stringent under [The Sarbanes-Oxley Act]

…public companies must promptly disclose information
on material changes in their financial conditions or operations
on a rapid and current basis (Section 409).

Companies will also be required to disclose other information
that the SEC deems necessary or useful to the investors,
including trend and qualitative information.

Financial reports required to be prepared in accordance with GAAP
must include all material correcting adjustments
that have been identified by a public accounting firm,
and in its annual and quarterly reports,
a company will have to disclose, all material off-balance transactions,
arrangements and obligations, and other relationships"
[Obligations include contingent obligations.]
with unconsolidated entities that may have a material current, or future effect
on the financial condition of the issuer (Section 401).

…pro forma financial information contained in a periodic report
filed with the SEC, or in a press release or other public disclosure,
will be required to be presented so as not to “contain an untrue statement”
or omit the statement of a material fact
necessary to make the pro forma financial statement not misleading.

A public company must also disclose in its periodic reports
information on the code of ethics that has been adopted
for its executives and directors.

…Management’s public accountants
will be required to attest to and report on the assessments made
by company’s management.”

http://www.westga.edu/~bquest/2003/auditlaw.htm

28. ARE YOU WILLING TO TESTIFY OR SIGN AN AFFIDAVIT…?

YES

30. YOUR DESCRIPTION OF THE TRANSACTION.

"CNBC TRANSCRIPT: CNBC'S JIM CRAMER
INTERVIEWS WACHOVIA PRESIDENT & CEO ROBERT STEEL
ON "MAD MONEY W/JIM CRAMER" TONIGHT - Published: Monday, 15 Sep 2008

“I don't think it's a catastrophe.

We're working through this and we're making progress.

But I think it's really about three things.

Transparency.

One lies by omission by omitting an important fact,

deliberately leaving another person with a misconception.

Lying by omission includes failures to correct pre-existing misconceptions.

Wikipedia

People have to understand the assets and really be able to say,
This is what I own, this is what I'm thinking about buying,
this is the nature of the assets.

Complete disclosure.

Second, that transparency will generate enough confidence
so people will buy and sell the assets at real prices where they know what they are.

And last is the system needs enough capital to be able to work through
with the setting of prices, the confidence in prices and then basically going forward.

People need confidence,
and they can come back and we can work through this
with transparency, liquidity and capital.

Well, I think that the Fed...

...they've done what I think is a good job of trying to provide liquidity,
which is part of the whole system,
and they're also working with the banks with regard to capital.

And so I think we're making progress as we work through this.

It's messy and it's hard, but there's progress being made.

...I think the Fed's got to be challenged as to how to move next.

“...It's great to be [at Wachovia] and learning a lot
and a lot of great businesses to work with.

...I arrived in early July and, really, we've kind of had a three-part strategy.

Number one, take responsibility and understand the issues.

These are the challenges we have.

We're going to be open and talk about them.

Number two, work on the balance sheet.

…We cut the dividend, we're reducing expenses by $1 1/2 billion.

We're also cutting the balance sheet by $20 billion.

Those three things will generate between 5 and $6 billion
in incremental capital in the next year.

...Our strategy was to give you all the data so you could make your own model.

We tell you what we're doing...

...we're raising capital ourselves by basically shrinking the balance sheet,
cutting the dividend, cutting expenses.

We can create more capital ourselves that way, $6 billion.

...We thought about bringing partners in to work with us on the portfolio.

But, for now, we feel like we can work through this, and that's the strategy.

And we've got our mind focused on trying to make these assets more valuable
over the next three to five years.

...But I do think probably there's going to be a bit more of a perspective
with regard to regulators and banks, and the Central Bank,
so as to be a bit more accommodative and flexible,
and maybe money will be a bit more available from that perspective.

CRAMER: Should there be any sort of quick regulatory relief from the SEC
that would make life easier to be able to make your bank much stronger?

Mr. STEEL: Well, I don't think it's about my bank.

We've got a lot of ability to apply the right energy to our portfolio
to make it the best it can be."

BOB STEEL
Under Secretary for Domestic Finance of the United States Treasury,
the last president and CEO of Wachovia Corporation,
and vice chair of Goldman Sachs.
MONDAY, SEPTEMBER 15th AT 6PM ET
after taking secret Federal Reserve loans...

...No retaliation may be taken against a team member

for providing information in good faith about possible Code violations;

violations of laws, rules, or regulations by others;

or accounting, auditing, or internal accounting control matters.

Wells Fargo’s Code of Ethics and Business Conduct

24. DOES AN ATTORNEY REPRESENT YOU IN THIS MATTER?

NO

25. HAVE YOU STARTED ANY LEGAL ACTION AGAINST THE PERSONS
WHO SOLD YOU THIS INVESTMENT?

NO

"Prior restraint or prior censorship is censorship
in which certain material may not be published or communicated...

Prior restraint prevents the censored material from being heard or distributed at all...

Sometimes, a government or other party
becomes aware of a forthcoming publication on a particular subject
and seeks to prevent it: to halt ongoing publication and prevent its resumption.

A prior restraint, by contrast and by definition,
has an immediate and irreversible sanction."

Wikipedia

“LIQUIDITY AND FUNDING

Asset liquidity is further enhanced by our ability to sell or securitize loans

in secondary markets and to pledge loans to access secured borrowing facilities

through the Federal Home Loan Banks, the Federal Reserve Board,

or the U.S. Treasury.

Short-term borrowings averaged $65.8 billion in 2008

and $25.9 billion in 2007, an increase of $39.9 billion due to business funding needs.”

2008 10k

“Asset liquidity is further enhanced by our ability to sell or securitize loans
in secondary markets and to pledge loans to access secured borrowing facilities
through the Federal Home Loan Banks, the FRB, or the U.S. Treasury.

Short-term borrowings averaged $52.0 billion in 2009 and $65.8 billion in 2008.

We reduced short-term borrowings due to the continued liquidation
of previously identified non-strategic and liquidating loan portfolios,
soft loan demand and strong deposit growth.”

2009 10k

“Wachovia Corp. was the only U.S. bank

among the top five discount-window borrowers as the crisis peaked.

The company…borrowed $29 billion from the discount window on Oct. 6,

in the week after it almost collapsed…

Wachovia agreed in principle to sell itself to Citigroup Inc. on Sept. 29,

before announcing a definitive agreement to sell itself to Wells Fargo & Co. on Oct. 3.

The Wells Fargo deal closed at the end of 2008.

Wells Fargo spokeswoman Mary Eshet

declined to comment on Wachovia’s discount-window borrowing.”

Bloomberg, April 1, 2011

"Insider trading involves the purchase or sale of securities of a company
or other entity while in possession of material, nonpublic information
(also called “inside information”) about the company or entity."

Director Code of Ethics, Wells Fargo & Company

…information is considered to be “material”

if there is a likelihood that it would be considered important

by an investor in making a decision to buy or sell a company’s securities…

Director Code of Ethics, Wells Fargo & Company