IN THE ILLINOIS INDEPENDENT TAX TRIBUNAL

Wachovia Securities Financial Holdings, LLC ) ) Petitioner, ) ) v. ) No. ) The Illinois Department of Revenue , ) ) Defendant. )

PETITION

Petitioner, Securities Financial Holdings, LLC ("Petitioner"), by and through its attorneys, Horwood Marcus & Berk, Chartered, complains of the Defendant, the Illinois

Department of Revenue ("Department"), and alleges as follows:

PARTIES

1. Petitioner's principal place of business is at One North Jefferson, St. Louis, ,

63103, and Petitioner's mailing address for tax purposes is 401 South Tryon Street,

Dl050-240, Charlotte, North Carolina 28202.

2. Petitioner is represented by Horwood Marcus & Berk Chartered attorneys Marilyn

A. Wethekam and Breen M. Schiller locatc::d at 500 West Madison St., Suite 3700, Chicago,

Illinois 60661, and can be reached at 312-606-3240 or [email protected] or [email protected] and 312-606-3220.

3. Petitioner's FEIN is 72-1560834.

4. Petitioner's Illinois Account Number is 16819-02592.

5. The Department is an agency of the Executive Department of the State

Government and is tasked with the enforcement and administration of Illinois tax laws. 20 ILCS

5/5-15.

1 3037888/1/11028.003 NOTICE

6. On February 2, 2016 the Department issued Petitioner a Notice of Claim Denial

("Notice") for the taxable year ending December 31, 2012 ("Year at Issue") denying Petitioner's claim for refund of its Illinois partnership replacement tax overpayments in the amount of

$429,339.

7. A true and accurate copy of the Notice is attached hereto as Exhibit A.

JURISDICTION

8. Petitioner brings this action pursuant to the Illinois Independent Tax Tribunal Act

("Tribunal Act"), 35 ILCS 1010/1-1 to 35 ILCS 1010/1-100.

9. This Tribunal has jurisdiction over this matter pursuant to Sections 1-45 and 1-50 of the Tribunal Act because Petitioner timely filed this petition within 60 days of the Notices.

BACKGROUND

10. The tax involved herein is the Illinois partnership replacement tax imposed under the Illinois Income Tax Act (the "Act"), 35 ILCS §5/201, et seq.

11. Petitioner is a financial .

12. Petitioner files Illinois replacement tax returns in Illinois because Petitioner does business in Illinois.

CONTROVERSY

13. Petitioner filed an Illinois partnership replacement tax return for the Year at Issue.

14. The Petitioner filed a claim for refund on September 17, 2015.

2 3037888/1/11028.003 15. On or about February 2, 2016, Department issued a Notice of Denial indicating that additional information should be provided to the Department. A true and accurate copy of the Notice Deficiency is attached hereto as Exhibit A.

16. On or about March 4, 2016, Petitioner faxed the requested information to the

Department. A true and accurate copy of the facsimile cover sheet and the IL-1065-X Schedule

Bare attached as Exhibit B.

17. The Department orally told Petitioner on March 7, 2016, that it reviewed and processed the additional information Petitioner submitted to grant the requested refund in full.

18. Petitioner has requested and the Department has been unable to provide written confirmation that the additional information provided on or about March 4, 2016, has been reviewed and processed.

19. Petitioner has requested and the Department has been unable to provide written confirmation that the IL 1065-X filed by the: Petitioner for the Year at Issue has been processed and the requested refund granted.

COUNT I

The Department's issuance of the Notice was in error because Petitioner Provided the Information to Support the Refund.

20. Petitioner re-alleges and incorporates by this reference the allegations made in paragraphs 1 through 18.

21. Petitioner on March 4, 2016, provided the Department with a copy of a corrected

Schedule B to the IL 1065-X that was filed on September 17, 2015.

3 3037888/1/11028.003 22. Petitioner has not received ·written confirmation that the additional information was accepted and processed by the Department.

23. Petitioner has not received written confirmation that the IL1065-X has been accepted and the requested refund granted.

24. Petitioner has not received any written correspondence indicating the Notice has been withdrawn.

25. Petitioner contends that the denial of the refund is in error as all supporting documentation has been provided to the Department.

WHEREFORE, Petitioners pray that this Tribunal enter an Order that:

a. finds and declares that the Department's issue of the Notice was in error;

b. finds and declares that Petitioner is entitled to the refund reported on its IL 1065-

X;and

c. grants such further relief as this Tribunal deems appropriate under the

circumstances.

Respectfully Submitted, Wachovia Securities Financial Holdings, LLC Petitioners

Marilyn A. Wethekam Breen M. Schiller HORWOOD MARCUS & BERK CHARTERED 500 West Madison Street, Suite 3700 Chicago, Illinois 60661 (312) 606-3200

4 3037888/1/11028.003 EXHIBIT A Notice of Claim Status STATE OF for fL-1065-X. Amended Partnership Replacement Tax Return llinois if:N~lll!i.Ot:R~JJJ; tax.llllnois.gov

#BWNKMGV February 2, 2016 #CNXX X162 4X82 5120# WACHOVIA SECURITIES FINANCIAL HOLDINGS lll~BBIH~R~llllllllll LLC Letter 10: CNXXX1624X825120 ATTN: MAC 01050-240 ANDREA ESTERLINE: 401 S TRYON ST FL 24 CHARLOTIE NC 28202-1934 Account ID: 16819-02592 FEIN: 72-1560834 Reporting Period: December 2012 1111.11 •• 1.,, 1, 111.1111 l1 l111 II I, l1111Il11l11 II.I, .1.1 ... 11H1

Notice of Denial

We have reviewed your Form IL-1065-X, Amended Partnership Replacement Tax Return, which you signed and dated September 17, 2015, for the reporting period shown above.This review Is not the result of an audit.

We changed your share of income Distributable to a Shareholder or Partner Subject to Replacement Tax to $793,503,633.00 to match the amount listed on the SchE~dule B you provided. Please review and send us a revised Schedule B, if applicable.

If you agree with our determination and your account is In balance, do nothing. You will receive a refund if your account is overpaid and no other liabilities exist. If your account has a balance due, you will receive a bill. If you are under the protection of the Federal Bankruptcy Court, please conti~ct us and provide the bankruptcy number and the bankruptcy court. The bankruptcy "automatic stay" does not relieve your obligation to file tax returns.

If you do not agree with our determination, you may file :a written protest against our denial, and, if you desire. you may request a hearing. You must do so within 60 days of date of this notice. Your request must be in writing, clearly indicating that you want to protest, and explaining in detail why you do not agree.

If you file an acceptable protest on time, we must reconsider our denial as provided in llTA, Sections 910 and 914. If requested, we will grant you or your authorized representative a hearing. If you do not file a written protest within the time period, this denial shall become final.

LTR·353 (R·7/01} IL"49l·3959 '· '

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If you have any questions, please write or call our Springfield office weekdays between 8:00 a.m. and 4:00 p.m. Our address and telephone number are below.

Anna Davis Revenue Tax Specialist I BUSINESS PROCESSING.DIVISION ILLINOIS DEPARTMENT OF REVENUE IL DEPT OF·REVENUE, pO BOX 19004 SPRINGFIELD IL 62794-9004

(217) 557-8766 (217) 785-82Q2 fax Enclosures: Fonn EAR-14, Protest Filing Form Form IDR-867, Taxpayer Bill of Rights Return Envelope

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To: Anna Davis, Revenue Tax Specialist From: Marta Ochoa, Corporate Tax Dept. IL Department of Revenue

Fax: 1-217-785--8202 Phone: 908-598-3271 Fax:

Phone: 1-217-557-8766 Pages: 2 (including cover page)

Re: Wachovia Securities Financial Holdings, LLC Date: 3/412016 Notice of Denial 2012 1065-X Amended Partnership Hetum EIN 72-1560834 Account ID: 16819-02592

0 Urgent 0 For Review 0 Please C1r>mment 0 Please ReplyO Please Recycle

•Comments:

Dear Anna.

Pursuant to our recent conversation, I am sending you the corrected Schedule B to replace the original Schedule B included in the 2012 IL 1065-X Amended Partnership Replacement Tax Return filed by the above-subject taxpayer in September of 2015.

We respectfully request the review of this document and your consideration of our request for the full refund as reported on the amended return filed.

Please do not hesitate to contact me if you require additional information. J may be reached at the telephone number indicated above or by emaiil at [email protected].

Thank you,

:Marta Oc/ioa

Marta Ochoa Tax Accountant. Wachovia Securities Financial Holdings, LLC

PLEASE NOTE: This fax transmission is intended only for the use of the person to which it is addressed. It contains information that is confidential, privileged, or otherwise exempt from disclosure. If you are not the intended recipient. or the person authorized to deliver this to the intended recipient. you are hereby notified that any dissemination, distribution or copying of this fax is prohibited. If you have received this fax in error, please notify me immediately by telephone and return the original fa:( to us at the above address by first class mail. Illinois Department of Revenue Year ending _g__ 2012 Schedule B Month Year Partners' or Shareholders' Identification Attach to your Form IL-1065 or Form IL-1120-ST IL Attachment no. 1

Write your name as shown on your Fonn IL-1065 or Form IL-1120-ST. Write your federal employer Identification number (FEIN). WACHOVIA SECURITIES FINANCIAL HOLDINGS, LLC 72-1560834

Step 1: Provide the following informatio1n

1 Write the amount of base Income or net loss from your Form IL-1065 or Form IL-1120-ST, Line 47. 1 28,622,644.00 2 Write the apportionment factor from your Form IL-1065 or Form IL-1120-ST, Line 42. 2 0.03

Step 2: Identify your partners or shareholders. Attach additional sheets if necessary. A B c D E F G Total amount of Member Pass-through Excluded from Partner or base blcome (loss) subject to llllnols entity payment pass-through Shareholder type dlstributable replacement lax amount entity payments Name and Address SSNorFEIN (See Instructions.) (See Instr.) (Sae Instr.) (See Instr.) (See blstr.) 1 Everen capital corporation 401 South Trvon St. 01050-240 Charlotte, NC 28202 36-4019175 _c__ 676,916,779.00 IX!

2 Wells Fargo Investment Group, Inc. Wells Fargo Center N9305-164 90 South 7th Street Miillleapolis, MN 55479 41-1975159 c 192,174,258.00

D

D

D

D

7 Add the amounts shown In Column D for partners or shareholders for which you have entered a check mark In Column E. Write the total here. (See instructions.) 7 869,091,037.00

Page 4 of4 Schedule B (R-12/12) ID: OYY

201517 1.000 CERTIFICATE OF SERVICE

Undersigned counsel of record hereby certifies that she caused a copy of the foregoing

PETITION to be served upon other counsel of record herein by causing the same to be delivered by messenger before the hour of 5:00 p.m. on the 1st day of April, 2016.

Illinois Department of Revenue Office of Legal Services 100 W. Randolph St., 7-900 Chicago, IL 60601

3037888/1111028.003 IN THE ILLINOIS INDEPENDENT TAX TRIBUNAL

Wachovia Securities Financial Holdings, LLC ) ) Petitioner, ) ) v. ) No. EV: ______) The Illinois Department of Revenue , ) ) Defendant. )

NOTICE OF FILING

To: Illinois Department of Revenue Office of Legal Services 100 W. Randolph Street, Suite 7-900 Chicago, Illinois 60601

PLEASE TAKE NOTICE that on the 1st day of April, 2016, we filed with the Illinois Independent Tax Tribunal, 160 N. LaSalle Street, Room N506, Chicago, IL 60601, Wachovia Securities Financial Holdings' Petition, a c:opy of which accompanies this notice and is served on you herewith.

Respectfully submitted,

Wachovia Securities Financial Holdings, LLC Petitioner

By:

Marilyn A. Wethekam Breen M. Schiller Horwood Marcus & Berk Chartered 500 West Madison St., Suite 3700 Chicago, Illinois 60661 (312) 606-3200

3037888/1/11028.003 IN THE ILLINOIS INDl~PENDENT TAX TRIBUNAL

Wachovia Securities Financial Holdings, LLC ) )

Petitioner, ) •{ 15' fn""' :;r:. ·~\ rt,, ) ~i l; 11 v. ) No. ) ~:,~ The Illinois Department of Revenue , ) u ti ) BY:------Defendant. )

NOTICE OF FILING

To: Illinois Department of Revenue Office of Legal Services 100 W. Randolph Street, Suite 7-900 Chicago, Illinois 60601

PLEASE TAKE NOTICE that on the 1st day of April, 2016, we filed with the Illinois Independent Tax Tribunal, 160 N. LaSalle Street, Room N506, Chicago, IL 60601, Wachovia Securities Financial Holdings' Petition, a copy of which accompanies this notice and is served on you herewith.

Respectfully submitted,

Wachovia Securities Financial Holdings, LLC Petitioner

By:

Marilyn A. Wethekam Breen M. Schiller Horwood Marcus & Berk Chartered 500 West Madison St., Suite 3 700 Chicago, Illinois 60661 (312) 606-3200

303788811/11028.003