SEC v. WACHOVIA BANK, N.A.; and Wells Fargo Bank, N.A., No. 2:11-cv-07135, District of New Jersey (Dec. 8, 2011) — Judgment

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
WACHOVIA BANK, N.A., now known as Wells
Fargo Bank, N.A., successor by merger,
Defendant.
C.A. No.
II
FINAL JUDGMENT AS TO DEFENDANT WACHOVIA BANK, N.A.
The Securities and Exchange Commission having filed a Complaint and Defendant
Wachovia Bank, N.A., now known as Wells Fargo Bank, N.A., successor by merger, having
entered a general appearance; consented to the Court's jurisdiction over Defendant and the
subject matter
of this action; consented to entry ofthis Final Judgment without admitting or
denying the allegations
ofthe Complaint (except as to jurisdiction); waived findings of fact and
conclusions
of law; and waived any right to appeal from this Final Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant and
Defendant's agents, servants, employees, attorneys, and all persons in active concert or
participation with them who receive actual notice
of this Final Judgment by personal service or
otherwise are permanently restrained and enjoined from violating Section 17(a)
of the Securities
Act
of 1933 (the "Securities Act") [15 U.s.C. § 77q(a»] in the offer or sale of any securities by

the use of any means or instruments of transportation or communication in interstate commerce
or by use
of the mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud, or
(b) to obtain money or property by means
of any untrue statement of a material fact
or any omission to state a material fact necessary in order
to make the statements
made, in the light
of the circumstances under which they were made, not
misleading, or
( c) to engage in any transaction, practice, or course
of business which operates or
would operate as a fraud or deceit upon the purchaser.
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of$l3,802,984., representing profits gained as a result
ofthe conduct
alleged in the Complaint, together with prejudgment interest thereon in the amount
of
$7,275,607, and a civil penalty in the amount of $25,000,000 pursuant to Section 20(d) of the
Securities Act [15 U.S.C.
§ 77t(d)]. Defendant shall satisfy this obligation by distributing the
$46,078,591 as set forth below. By making this payment, Defendant relinquishes all legal and
equitable right, title, and interest in such funds, and no part
ofthe funds shall be returned to
Defendant.
In accordance with the Fair Fund provisions of Section 308(a) ofthe Sarbanes-Oxley Act
of2002, Defendant shall, within 60 days after entry
of this Final Judgment pay an aggregate
2

amount of $46,078,591. in the amounts and to the entities or their successors or assigns identified
on Attachment A hereto and incorporated herein by reference, together with a notice identifYing
Wachovia Bank, N.A.. as a defendant in this action; setting forth the title and civil action number
of this action and the name of this Court; and specifYing that the payment is made pursuant to
this Final Judgment. Defendant shall transmit evidence
of receipt of each such payment and
notice to the attention
of Elaine C. Greenberg, Chief, Municipal Securities and Public Pensions
Unit and Associate Regional Director, Securities and Exchange Commission, Philadelphia
Regional Office,
701 Market Street, Suite 2000, Philadelphia, PA 19106.
Regardless
of the Fair Fund distribution, amounts ordered to be paid as civil penalties
pursuant to this Judgment shall be treated as penalties paid to the government for all purposes,
including all tax purposes.
To preserve the deterrent effect ofthe civil penalty, Defendant shall
not, after offset or reduction
of any award of compensatory damages in any Related Investor
Action based on Defendant's payment
of disgorgement in this action, argue that it is  entitled to,
nor shall it further benefit by, offset or reduction
of such compensatory damages award by the
amount
of any part of Defendant's payment of a civil penalty in this action ("Penalty Offset"). If
the court in any Related Investor Action grants such a Penalty Offset, Defendant shall, within 30
days after entry
of a final order granting the Penalty Offset, notifY the Commission's counsel in
this action and pay the amount
ofthe Penalty Offset to the United States Treasury or to a Fair
Fund, as the Commission directs. Such a payment shall not be deemed an additional civil
penalty and shall not be deemed to change the amount
of the civil penalty imposed in this
Judgment. For purposes
of this paragraph, a "Related Investor Action" means a private damages
action brought against Defendant or one
of its affiliates by or on behalf of one or more investors
3

based on substantially the same facts as alleged in the Complaint in this action.
ITI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as
if fully set forth herein, and that Defendant
shall comply with all
of the undertakings and agreements set forth therein.
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction
of this matter for the purposes of enforcing the terms ofthis Final Judgment.
v.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Dated:
--'----"'''-I-...:::!f---'' 1L
4

ATTACHMENT A

SEC v. WACHOVIA BANK, NA: ATTACHMENT A to FINAL JUDGMENT
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..:. AmOunt
09/30/97
$43,442,965 City of Fargo, North Dakota Water Revenue
City of
Fargo, North Dakota
$218
,753
Refunding
Bonds 1997 Serfes A
05104/98
$29,740.000 Oklahoma Industries Authority, Hospital Revenue Deaconess Hospital, Oklahoma City, OK
$14;,753
Bonds (Deaconess Healthcare Corporation) Series 1997A and
1997C
04/13100
$25,000,000 Mecklenburg County (NC) Public Facilities Mecklenburg County 5125,885
Corporation (2000 Mecklenburg County - School Project) Variable
Rate Certificates of Particloatlon SerIes 2000
06/08/00
$16,610,000 NC Educational Facilities Finance Agency Variable
Charlotte Country
Day School
$83,838
Rate Educational Facilities Revenue Bonds (Charlotte Country Day
School), SerIes 2000
07/10/00
$10,000,000 South Carolina Educational Facilities Authority, Converse College
$50,354
Education Facilities Revenue Bonds, Series 2000 (Converse
College Project)
07/19/00
$11,165,000 City of Birmingham, Ala Multifamily Housing Revenue City of Birmingham, Ala
$56,220
Bonds (Beaconview Apartments Projact), Senior Series 2000A,
Taxable Senior Series 2OOOB, Subordinated Series 2000C, and
Junior Subordinate Series 20000
09/18/00
$18,000,000 Calif. Educational Facilities Authority, Variable Rate Chapman University
$90,
637
Demand Revenue Bonds (Chapman University), Series 2000
10/20/00
$4,925,000 Illinois Development Finance Authority: Community
BLARE (Better Living Altematives for Autlstics in
$24,799
Rehabilitation Providers Facilities Acquisition Program Revenue Residential Environments) House Inc., Des
Bonds Series 2000A
Plaines,
II (62%); Orchard Village, Skokie, II
(17%); Sl Coletta's of illinois Foundation, Tinley
Park 11(21%)
12114/00
$25,000,000 California Statewide Communities Development
Republic Services,
Inc.
$125,885
Authority Solid Waste Exempt Facility
Revenue Bonds (Republic
Services,
Inc. Project) Series 2000
03/08101
$71,470,000 Hartland Consolidated Schools, County of Livingston,
Hartland Consolidated Schools,
$359,880
Michigan 2001 Refunding Bonds (General Obligation - Unlimited
Tax)
04/19/01
$31,705,000 Oxnard Union High School (County of Ventura,
Oxnard Union High School $159,647
California) 2001 District General Obligation Refunding Bonds,
Series A
05/24101
$75,600,020 California Educational Facilities Authority Refunding
Loyola Marymount University
$380,676
Revenue Bonds (Loyola Maryrnount University) Series 2001A
08/20/01
$152,675,000 New York City Industrial Development Agency,
JFK Aero, LLC, as successor In interest to Alris
$768,n9
Spacial Airport Facility Revenue Bonds (Airis JFK I, LLC Project at
JFKI,
LLC
JFK International Airport) Series 2001A Bonds
10/10/01
$21,000 000 Redevelopment Authority of the City of Green Bay,
BeIlin Memorial Hospital, Green Bay, WI
$105,743
Wasc. Bellin Memorial HOSpital Revenue Bonds, Series 2oo1A and
2001B
10124/01
$10,255,000 West Contra Costa Unified School District General
West Contra Costa Unified School District
$51,638
ObilaatJon Refunding Bonds Series 2001B
01/24/02
$700,855,000 Puerto Rico Highway and Transportatlon Authority,
Puerto
Rico Highway and Transportation
$3,529,
082
Transportation Revenue Refunding Bonds (2002 Series D) Authority
01128/02 $32,435,000 Kentucky Economic Development Finance Authority Catholic Health Initiatives $1,767,499
Revenue Bonds Series 2001 (Catholic Health Initiatives); $
219,265,000 Colorado Health Facilities Authority Revenue
Bonds,
Series 2001 (Catholic Health Initiatives); and $99,315,000
Montgomery
County, Ohio Revenue Bonds, SerIes 2001 (Catholic
Health Initiatives)
02113/02 $213,730,000 Health Care Facilities Authority of Sayre (Pa)
Guthrie Health
$1,076,215
Revenue Bonds (Guthrie Health Issue) Series A of 2002
03113/02 $65,255,000 Beacon Tradeport Community Development District
Beacon Tradeport Community Development
$328,585
Special Assessment Bonds, Series 2002A (Commercial Project)
District
03/21/02 $28,785,000 Educational Facilities Authority for Private Nonprofit
Benedict College
$144,944
Institutions of Higher Leamlng, Educational
FacUlties Capital
Improvement
and Refunding Revenue Bonds, Series 2002
[(Benedict College)
03/21/02
$60,000,000 Health Care Facilities Authority of Sayre (Pa)
Guthrie Health $302,124
Revenue Bonds (Guthrie Health Issue) Series B of 2002
Page 1

SEC v. WACHOVIA BANK, NA : ATTACHMENT A to FINAL JUDGMENT
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AriIouiIl ".
04/05/02
$200,000,000 The Public Building Authority of the County of Tennessee Municipal Bond Fund S1,OO7,07i
Montgomery, Tennessee, $200,000,000 Adjustable Rate Pooled
Financing Revenue Bonds (Tennessee County Loan Pool) Series
2002
05/17/02 $16,313,000 illinois Development Finance Authority: Community
Challenge Unlimited,
Inc., Mad!son County, III $82.142
Rehabilitation Providers Facilities Acquisition Program Revenue
(9.6%); Cornerstone Services, Inc., Joliet. III
Bonds Series 2oo2A and 20028
(67.0%); Kankakee County Training Center for
the Disabled, Inc. (9.6%); Sl Coletta's lillnols
Foundation,
Inc., TInley Park. III (6.9"10); Turning
Polnt, Inc. Woodstock. III (6.6%)
06/06102 $34,500,000 Maryland Economic Development Corporation University of Maryland, Baltimore County $1T3,n1
Variable Rate Demand Student Houslng Revenue Bonds
Universltv of Marvfand Baltimore Countv Proiectl
06/17/02
$28,432,600 San Gabriel Unified School District Election of 2002
San Gabriel Unified School District
$143,169
General ObIlgatiori Bonds Series A .
611912002
$2,274,665,000 Commonwealth of Massachusetts General Commonwealth of Massachusetts $11,453,838
Obligation Refunding
Bonds, 2002 Series A and Consolidated
Loan of 2002 SerIes C
06/19/02 $24,660,000 Mars Area School District, General Obligation Bonds, Mars Area School District $125,180
Refundina SerIes A of 2002 and 8 of 2002
06120102 $224,150,000 New Jersey Transit Corporation, Certificates of New Jersey Transit Corporation $ 1,128,684
Participation (Series 2002A) and Subordinated Certificates of
Participation (Series 2oo2B)
06/20/02
$649,730,000 Rhode Island Tobacco Settlement Financing
State of
Rhode Island
$3.271,848
Corporation Tobacco Settlement Assel-Backed Bonds, Series
2oo2A (Tax-ExemDt)
06/27/02 $75,415,000 City of Bridgeport General Obligation Refunding
City of
Bridgeport
$379,744
Bonds 2002 Series A dated June 15 2002
7/8/2002 542,225,000 Iowa Higher Education Loan Authority PrIvate College Central College
$212,620
Facility
Revenue Bonds (Central College Project), Series 2001
07/24102 $6,755,000 Holdenville Public Works AuthOrity (OK) Taxable Utility Holdenville Public Works Authority, OK $34,014
System Refunding Revenue
Bonds, Series 2002 dated August "
2002 and exchangable for tax-exempt bonds on Oct " 2003
09/26/02 $23,250,000 Community Facilities District No. 98.1 of the Corona-Corona-Norco Unified School District
$117,023
Norco Unified
School District 2002 Special Tax Bonds, Series A
11/18/02 $65,466,000 Fresno Unified School District, 2002 General Fresno Unified School District $329,743
Obligation Refunding Bonds
SerIes A
3131/2003 $1,050,675,000 Jefferson County, Ala, Sewer Revenue Refunding Jefferson County, Ala $5,290,564
Warrants Series 2ooJ.8
05/08/03 $183,725,000 City of Robbinsdale, Minnesota, Health Care North Memorial Health Care
$925,128
Facilities Revenue
Bonds (North Memorial Health Care) SerIes
2003 (Auction Rate Securites)
10/30/03 $26,685,000 Delano Joint Union High School District, 2003 Delano Joint Union High School District
$134,370
General Obligation Refunding Bonds Series A
411212004 City of Allentown, PA $6,900,000 Tax-Exempt General Obligation
City
of Allentown, PA $52,217
Bonds, SerIes of
2004; $3,075,000 Tax-Exempt Guaranteed Water
Revenue
Bonds, SerIes of 2004; $395,000 Tax-Exempt
Guaranteed Sewer Revenue Bonds Series of 2004
4/1312004 $29,840,000 Pennsylvania Public School Building Authority,
Conneaut
School District $150,256
School Revenue
Bonds, Series of 2004A and Refunding SerIes of
20046 (Conneaut School District Project)
04/23104 $96,790,995 San Jose -Evergreen Community College District
San Jose -Evergreen Community College District $487,381
2004 General Obligation Refunding Bonds, Refunding SerIes A
Bonds, Refunding Series B (2006 Crossover) Bonds, and
RefundlnQ Series C (2010 Crossover) Bonds
5/5/2004 $42,250,000 North Carolina Medical Care CommiSSion, Health
Deer1leld Episcopal Retirement Community, Inc.
$212,
745
Care Fadlites First Mortgage Revenue Refunding Bonds (Deer1leld
Episcopal Retirement Community), Series 2004A and Series
20046
Page 2

SEC v. WACHOVIA BANK, N.A : ATTACHMENT A to FINAL JUDGMENT
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5/1412004
City of Blnningham, Ala waterworks and Sewer Board, Waterworl<s and Sewer Board of the City or
$3.233.605
$64,290,000 water and Sewer Revenue Bonds, Series 2004·A Birmingham, Ala.
and 2004-B; $300,000,000 Water and Sewer Revenue Bonds,
Series
2OO2·B; $179,885,000 Water and Sewer Revenue
Warrants, Series 1998-A and 1998·8; $57,000,000 General
Obligation Capital Improvement Warrants. Series 2000-A;
$10,000,000 General Obligation Improvement Warrants, Series
1998-A; and $31,000,000 General Obligation Capital Improvement
Warrants Series 1998-B
05/18/04
$32,410,000 Cabrillo Community College 2004 General Obligation Cabrillo Community College
$485.310
Refunding Bonds and $59,997,760 Election of 2004 General
ObllQation Bonds Series A
05119104
$700,000,000 New Mexico Anance Authority, State Transportation New Mexico Finance Authority S3,524,m
Revenue Bonds Series 2004A
6/10/2004
$238,315,000 City of Richmond, VA Public Utility Revenue and City of Richmond, VA
$1,200.010
Refunding Bonds Series 1998A and Series 2002
08102104
$19,515,000 Development Authority of RIchmond County (GA) ASU Jaguar Student Housing I, LLC
$98.268
Student Housing Facilities Revenue Bonds (ASU Jaguar Student
Housing I LLC), Series 2004A and 20048
08105/04
$12,655,000 Colorado Mountain Junior College District, Student Colorado Mountain Junior College District $43,723
Houslna Facilities Enterprise Revenue Bonds Series 2004
08/20/04
$6,750,000 Carbondale and Rural Fire Protection District (CO) Carbondale and Rural Are Protection District, CO $33,989
General Obligation Bonds Series 2004
08124104
$35,870,000 North Carolina Medical Care Commission, Retirement The United Methodist Retirement Homes, Inc.
$180,620
Facilities First Mortgage
Revenue and Revenue Refunding Bonds
(Cypress Glen Retirement Community), Series 2OO4A, 2004B,
2004C and 2004D
09/10104
$2,975,000 Economy Borough Municipal Authority (Beaver County, Economy Borough Municipal Authority
$1",980
PAl
Guranteed Sewer Revenue Bonds Series 1998
9/1012004
$14,685,000 Economy Borough Municipal Authority (Beaver Economy Borough Municipal Authority
$73.SIo45
County. PAl Sewer Revenue Bonds Series of 2004
10/412004
$20,200,000 City of Alabaster, Ala Sewer Revenue Warrants, City of Alabaster, Ala $ 101.715
Series 2004
10/21/04 $6,010,000 School District No, 4 of Anderson County, S.C. Gene.ra' School District NO.4 of Anderson County, S.C. $30,263
Obligation
Refundln!/. Bonds Series 2004
11/16/04
$5,995,000 Galleria Metropolitan District (Cities of Aurora and
Galleria Metropolitan District. Arapahoe County. $30.187
Greenwood Vlllage. Colorado) General Obligation Limited Tax
CO
Variable Rate Bonds Series 2004
11/17104 $69,925,000 City of Lake Worth, Fla. Utility System Refunding and City of Lake Worth, Fla. $352,100
Improvement
Revenue Bonds, Series 2004 (Auction Rate
Securities)
11/1812004
$84,670.000 City of Tallahassee, Fla Capital Bonds, Series 2004 City of Tallahassee, Aa
$426,347
11/19/04 $41,790,000 Colorado Springs School District No. 11, Ajustable
Colorado Springs School District No. 11 $210,429
Rate Refunding Certificates of Particioatlon Series 2004
06128105
$84,665,000 Jersey City Municipal utilities Authority. Water
Jersey City Municipal Utilities Authority $426,322
Revenue Bonds, Series 2003A (Refunding Sarles) and Series
2003B (Francise AcQuisition Series)
Total:
$46,076,591
Page 3