NEA / Nuveen AMT-Free Municipal Income Fund / WELLS FARGO & COMPANY/MN - SC 13D/A (Activist Investment)

SecurityNEA / Nuveen AMT-Free Municipal Income Fund
Form TypeSC 13D/A
File Date2018-03-13

Document List

NEA / Nuveen AMT-Free Municipal Income Fund / WELLS FARGO & COMPANY/MN - SC 13D/A (Activist Investment)
NEA / Nuveen AMT-Free Municipal Income Fund / WELLS FARGO & COMPANY/MN - EX-99.1
NEA / Nuveen AMT-Free Municipal Income Fund / WELLS FARGO & COMPANY/MN - EX-99.2
SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND

(Name of Issuer)

PREFERRED SHARES

(Title of Class of Securities)

670657873

670657840

670657832

(CUSIP Number)

Willie J. White

Senior Counsel

Wells Fargo & Company

301 South College Street, 22nd Floor

Charlotte, NC 28202-6000

(704) 410-5082

With a copy to:

Patrick Quill

Chapman and Cutler LLP

1270 Avenue of the Americas 30th Floor

New York, NY 10020

(212) 655-2506

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 19, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

CUSIP No. 670657873

CUSIP No. 670657840

CUSIP No. 670657832

 

 

  1.   

Names of Reporting Persons

 

Wells Fargo & Company

41-0449260

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

a.  ☐        b.  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

WC

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

 

     7.    

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

7,730

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

7,730

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

7,730

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11):

 

34.38%

14.  

Type of Reporting Person (See Instructions)

 

HC


SCHEDULE 13D

 

CUSIP No. 670657873

CUSIP No. 670657840

CUSIP No. 670657832

 

 

  1.   

Names of Reporting Persons

 

Wells Fargo Municipal Capital Strategies, LLC

45-2541449

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

a.  ☐        b.  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

WC

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

 

     7.    

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

2,380

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

2,380

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,380

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11):

 

10.59%

14.  

Type of Reporting Person (See Instructions)

 

00


SCHEDULE 13D

 

CUSIP No. 670657873

CUSIP No. 670657840

CUSIP No. 670657832

 

 

  1.   

Names of Reporting Persons

 

Wells Fargo Bank, National Association

94-1347393

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

a.  ☐        b.  ☒

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions):

 

WC

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

 

     7.    

Sole Voting Power:

 

0

     8.   

Shared Voting Power:

 

5,350

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

5,350

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

5,350

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11):

 

23.80%

14.  

Type of Reporting Person (See Instructions)

 

BK


This Amendment No. 5 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated December 10, 2013 and filed with the SEC on December 19, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated July 15, 2015 and filed with the SEC on July 17, 2015 (“Amendment No. 1”), as further amended by Amendment No. 2 dated June 1, 2016 and filed with the SEC on June 3, 2016 (“Amendment No. 2”), as further amended by Amendment No. 3 dated September 12, 2016 and filed with the SEC on September 14, 2016 (“Amendment No. 3”) and as further amended by Amendment No. 4 dated October 19, 2016 and filed with the SEC on October 21, 2016 (“Amendment No. 4”), for Wells Fargo & Company (“Wells Fargo”), Wells Fargo Municipal Capital Strategies, LLC (“Capital Strategies”) and Wells Fargo Bank, National Association (“WFBNA”) (collectively, the “Reporting Persons”) with respect to the variable rate demand preferred shares (“VRDP Shares”), of Nuveen AMT-Free Quality Municipal Income Fund (the “Issuer”) formerly known as Nuveen AMT-Free Municipal Income Fund.

This Amendment is being filed in relation to the redemption by the Issuer of 1,000 VRDP Shares, Series 5, held by Capital Strategies (CUSIP No. 670657832).

Item 2

Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.

The fifth paragraph is replaced with the following:

“Wells Fargo and its subsidiaries provide banking, investments, mortgage, and consumer and commercial finance through more than 8,300 locations, 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 42 countries and territories to support customers who conduct business in the global economy.”

Item 3

Item 3 of the Original Schedule 13D is hereby amended by deleting deleting the following paragraph:

“The aggregate amount of funds used by the Reporting Persons to purchase the VRDP Shares reported herein was approximately $100,000,000. The source of funds was the working capital of the Reporting Persons.”

Item 4

Item 4 of the Original Schedule 13D is hereby amended by deleting the following paragraph:

“Capital Strategies made the Purchase of the VRDP Shares for investment purposes. Capital Strategies acquired the VRDP Shares directly from the Issuer pursuant to an Initial Series 5 Variable Rate Demand Preferred Shares (VRDP) Purchase Agreement, dated October 19, 2016, between the Issuer and Capital Strategies (the “VRDP Purchase Agreement”) on their initial issuance for a purchase price of $100,000,000.

The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.”


Item 5

Item 5 of the Original Schedule 13D is hereby amended by deleting the words “VRDP Shares”:

Item 7 Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended by inserting the following additional exhibits:

 

“Exhibit    Description of Exhibit
99.1    Joint Filing Agreement
99.2    Power of Attorney

Item 7 of the Original Schedule 13D is hereby further amended by deleting the following exhibit:

 

“Exhibit    Description of Exhibit
99.11    Initial Series 5 Variable Rate Demand Preferred Shares (VRDP) Purchase Agreement dated October 19, 2016”


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 13, 2018

 

WELLS FARGO & COMPANY
By:  

/s/ Lori Ward

Name: Lori Ward
Title: Designated Signer
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
By:  

/s/ Adam Joseph

Name: Adam Joseph
Title: President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Adam Joseph

Name: Adam Joseph
Title: Managing Director


LIST OF EXHIBITS

 

Exhibit    Description of Exhibit
99.1    Joint Filing Agreement
99.2    Power of Attorney


SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104.

 

Name

  

Position with Wells Fargo

& Company

  

Principal Occupation

Timothy J. Sloan    Chief Executive Officer and President; Director    Chief Executive Officer of Wells Fargo & Company
Hope A. Hardison1    Senior Executive Vice President and Chief Administrative Officer    Chief Administrative Officer of Wells Fargo & Company
Richard D. Levy    Executive Vice President and Controller    Controller of Wells Fargo & Company
Michael J. Loughlin    Senior Executive Vice President and Chief Risk Officer    Chief Risk Officer of Wells Fargo
Mary T. Mack    Senior Executive Vice President (Community Banking) and Senior Executive Vice President (Consumer Lending)    Head of Community Banking and Head of Consumer Lending
Avid Modjtabai    Senior Executive Vice President (Payments, Virtual Solutions and Innovation)    Head of Payments, Virtual Solutions and Innovation of Wells Fargo & Company
C. Allen Parker    Senior Executive Vice President and General Counsel    General Counsel of Wells Fargo & Company
Perry G. Pelos    Senior Executive Vice President (Wholesale Banking)    Head of Wholesale Banking
John R. Shrewsberry    Senior Executive Vice President and Chief Financial Officer    Chief Financial Officer of Wells Fargo & Company
Jonathan G. Weiss    Senior Executive Vice President (Wealth and Investment Management)        Head of Wealth and Investment Management of Wells Fargo

 

1  Hope A. Hardison is a dual citizen of the U.S. and Germany.


John D. Baker II    Director    Executive Chairman and Director of FRP Holdings, Inc.
John S. Chen    Director    Executive Chairman and Chief Executive Officer of BlackBerry Limited
Celeste A. Clark    Director    Principal, Abraham Clark Consulting, LLC, and Retired Senior Vice President, Global Public Policy and External Relations and Chief Sustainability Officer, Kellogg Company
Theodore F. Craver, Jr.    Director    Retired Chairman, President and CEO, Edison International
Lloyd H. Dean    Director    President, CEO and Director of Dignity Health
Elizabeth A. Duke    Chairman, Director    Former member of the Federal Reserve Board of Governors
Enrique Hernandez, Jr.    Director    Chairman, President, CEO and Director of Inter-Con Security Systems, Inc.
Donald M. James    Director    Retired Chairman and CEO of Vulcan Materials Company
Maria R. Morris    Director    Retired Executive Vice President and Head of Global Employee Benefits, MetLife, Inc.
Karen B. Peetz    Director    Retired President, Bank of New York Mellon Corp.
Federico F. Peña    Director    Senior Advisor of Colorado Impact Fund
Juan A. Pujadas    Director    Retired Principal, PricewaterhouseCoopers, LLP, and former Vice Chairman, Global Advisory Services, PwC International
James H. Quigley    Director    CEO Emeritus and Retired Partner of Deloitte


Ronald L. Sargent    Director    Retired Chairman, CEO of Staples, Inc.
Suzanne M. Vautrinot    Director    President of Kilovolt Consulting Inc.


The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo Municipal Capital Strategies, LLC. The business address of each of the executive officers and directors of Wells Fargo Municipal Capital Strategies, LLC is 375 Park Avenue, New York, New York 10152.

 

Name

  

Position with Wells Fargo Municipal
Capital Strategies, LLC

  

Business Address

  

Principal Occupation

Matthew Antunes    Vice President    375 Park Avenue New York, NY 10152    Director at Wells Fargo Bank, NA
Kristina Eng    Vice President    375 Park Avenue New York, NY 10152    Managing Director at Wells Fargo Bank, NA
Daniel George    Senior Vice President    375 Park Avenue New York, NY 10152    Managing Director at Wells Fargo Bank, NA
Bernardo Ramos    Senior Vice President; Manager    375 Park Avenue New York, NY 10152    Regional Vice President of Government and Institutional Banking at Wells Fargo Bank, NA
Adam Joseph    President    375 Park Avenue New York, NY 10152    Managing Director at Wells Fargo Bank, NA (Head of Public Finance Capital Strategies)
Phillip Smith    Executive Vice President; Manager    301 S College St, Charlotte, NC 28202    Head of Municipal Products and Government and Institutional Banking
Jay Veenker    Treasurer    600 S. 4th Street, 11th Floor, Minneapolis, MN 55415    Finance Manager at Wells Fargo Bank, NA
Lauren Locke    Manager   

550 S Tryon St,

Charlotte, NC 28202

   Chief Administrative Officer at Wells Fargo Bank, NA
Bruce Mattaway    Manager    375 Park Avenue New York, NY 10152    Senior Vice President and Government Loan Supervisor at Wells Fargo Bank, NA
Karl Pfeil    Manager    375 Park Avenue New York, NY 10152    Senior Vice President at Wells Fargo Bank, NA (Government and Institutional Banking)


Richard Reid    Manager   

550 S Tryon St,

Charlotte, NC 28202

   Director at Wells Fargo Bank, NA
Patrice DeCorrevont    Manager   

10 S Wacker Dr,

Chicago, IL

60606

   Managing Director at Wells Fargo Bank, NA
Deanna Ernst    Secretary    301 S College St, Charlotte, NC 28202    Paralegal at Wells Fargo Bank, NA


The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo Bank, National Association. The business address of each of the executive officers and directors of Wells Fargo Bank, National Association is 101 North Phillips Avenue, Sioux Falls, South Dakota 57104.

 

Name

  

Position with Wells Fargo Bank, National
Association

  

Principal Occupation

Timothy J. Sloan    Chief Executive Officer and President; Director    President and Chief Executive Officer of Wells Fargo Bank, N.A.
Jonathan G. Weiss    Senior Executive Vice President (Wealth and Investment Management)    Head of Wealth and Investment Management of Wells Fargo Bank, N.A.
Hope A. Hardison2    Senior Executive Vice President and Chief Administrative Officer    Chief Administrative Officer of Wells Fargo Bank, N.A.
Richard D. Levy    Executive Vice President and Controller    Controller of Wells Fargo Bank, N.A.
Michael J. Loughlin    Senior Executive Vice President and Chief Risk Officer    Chief Risk Officer of Wells Fargo Bank, N.A.
Mary T. Mack    Senior Executive Vice President (Community Banking) and Senior Executive Vice President (Consumer Lending)    Head of Community Banking and Head of Consumer Lending of Wells Fargo Bank, N.A.
Avid Modjtabai    Senior Executive Vice President (Consumer Lending and Operations)    Head of Consumer Lending and Operations of Wells Fargo Bank, N.A.
John R. Shrewsberry    Senior Executive Vice President and Chief Financial Officer    Chief Financial Officer of Wells Fargo Bank, N.A.
C. Allen Parker    Senior Executive Vice President and General Counsel    General Counsel of Wells Fargo Bank, N.A.
Perry G. Pelos    Senior Executive Vice President (Wholesale Banking)    Head of Wholesale Banking of Wells Fargo Bank, N.A.

 

2  Hope A. Hardison is a dual citizen of the U.S. and Germany.


Lloyd H. Dean    Director    President, CEO and Director of Dignity Health
Enrique Hernandez, Jr.    Director    Chairman, President, CEO and Director of Inter-Con Security Systems, Inc.
Karen B. Peetz    Director    Retired President, Bank of New York Mellon Corp.
Federico F. Peña    Director    Senior Advisor of Colorado Impact Fund
James H. Quigley    Chairman; Director    CEO Emeritus and Retired Partner of Deloitte


SCHEDULE II

LITIGATION SCHEDULE

FINRA SETTLEMENT On December 11, 2014, FINRA announced its settlement with ten firms, including Wells Fargo Securities, LLC, that had pitched for an investment banking role on a contemplated Toys “R” Us initial public offering in 2010. FINRA alleged that WFS violated NASD and FINRA rules by allowing its research analyst to participate in the solicitation of investment banking business and by offering favorable research coverage to induce investment banking business; and by failing to implement policies and procedures reasonably designed to prevent violations in connection with analyst public appearances. WFS neither admitted nor denied FINRA’s findings but consented to a censure and payment of a $4 million fine. The fine has been paid and the matter is fully resolved.

FINRA SETTLEMENT On November 18, 2015, FINRA announced a settlement with Wells Fargo Securities, LLC involving customer trade confirmations that inaccurately reflected the capacity in which the firm acted, e.g., principal, agent, or mixed capacity. The firm neither admitted nor denied the findings and consented to a censure and payment of a $300,000 fine. The fine has been paid and the matter is fully resolved.

SEC MCDC SETTLEMENT On February 2, 2016, the SEC announced a settlement with Wells Fargo Bank, N.A. Municipal Products Group (MPG) as part of the SEC’s Municipalities Continuing Disclosure Cooperation (MCDC) initiative. The MCDC offered defined settlement terms to underwriters and issuers of municipal securities that self-reported potential violations of Exchange Act Rule 15c2-12 regarding municipalities’ continuing disclosure requirements. Seventy-two underwriters entered into settlements under the MCDC. The SEC proposed an offer of settlement regarding eight transactions MPG had self-reported, with a penalty of $440,000, which MPG accepted.

SEC ORDER On September 22, 2014, the SEC entered an order against Wells Fargo Advisors, LLC related to the firm’s policies and procedures to prevent the misuse of material nonpublic information. The firm admitted the SEC’s findings of fact, acknowledged that its conduct violated the federal securities laws and agreed to retain an independent compliance consultant to review relevant policies and procedures, as well as the making, keeping and preserving of certain required books and records. The firm agreed to a censure, a cease and desist order and a civil penalty of $5,000,000.

CLIENT IDENTIFICATION PROGRAM On December 18, 2014, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning the Client Identification Program and the effects of using recycled client account numbers. The use of recycled numbers was alleged to have resulted in certain accounts not having a complete review for Client Identification Purposes. WFA and WFA FiNet neither admitted nor denied FINRA’s findings and consented to a censure and the payment of a $1.5 million fine. The fine has been paid and the matter is fully resolved.

MUTUAL FUND SALES CHARGE WAIVERS On July 6, 2015, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning application of mutual fund sales charge waivers. FINRA alleged WFA and FiNet did not reasonably supervise the application of sales charge waivers for eligible mutual fund purchases in certain retirement and charitable organization accounts. WFA and FiNet neither admitted nor denied FINRA’s findings and agreed to censure and to provide remediation to eligible clients. Due to WFA and FiNet’s self-report of the issue and cooperation, FINRA assessed no fine. WFA and FiNet agreed to pay an estimated $15 million in restitution, including interest, to affected customers.

FINRA/EXCHANGE REPORTING SETTLEMENTS From time to time Wells Fargo broker-dealers resolve technical trade reporting issues relating to timing and other data elements with FINRA and exchanges involving small numbers of trades processed by the firms. Resolutions of this type during the relevant period typically included fines of less than $100,000 each.


STATE OF NEW HAMPSHIRE SETTLEMENT Wells Fargo Advisors Financial Network (WFAFN) entered into a Consent Order with the State of New Hampshire on February 12, 2016 relative to due diligence concerning two customer accounts. WFAFN agreed to pay a total of $32,000 to the clients and $3,000 to the state.

LARGE OPTION POSITION REPORTING On October 13, 2016, First Clearing, LLC entered into settlement agreements with NYSE Arca, Inc. and the Chicago Board Options Exchange, Inc., without admitting or denying the allegations that it inaccurately reported position effective dates and customer name and address information for its introducing firms and failed to provide introducing firms with reasonable systems and processes for identifying accounts acting in concert. First Clearing agreed to pay a $375,000 fine to each Exchange ($750,000 total).

BOOKS & RECORDS RETENTION On December 21, 2016, FINRA announced a settlement with Wells Fargo Advisors, LLC, First Clearing, LLC, Wells Fargo Advisors Financial Network, LLC, Wells Fargo Securities LLC and Wells Fargo Prime Services LLC for alleged violations of certain record retention and supervisory provisions by failing to maintain electronically stored required records in a non-erasable and non-rewritable format. The firms neither admitted nor denied FINRA’s findings and consented to a censure and the payment of a $1.5 million fine by the first three firms above (jointly), and a $4 million fine by the final two firms above (jointly). The fines have been paid. The firms also agreed to an undertaking to review, adopt and implement policies and procedures reasonably designed to comply with books and records rules.

STATE OF MISSOURI SETTLEMENT On February 16, 2017, A.G. Edwards (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Missouri. The action involved a Missouri Resident’s claim that his ex-wife misappropriated over $300,000 out of his IRA account during the period between August 2001 and July 2007, and the State of Missouri alleged a failure by the firm to supervise the completeness and accuracy of the early IRA distribution forms associated with the withdrawals. Without admitting or denying liability, the firm consented to a censure and agreed to pay $25,672.17 to the Missouri Secretary of State’s Investor Education Fund to fully resolve the matter.

POSSESSION AND CONTROL OF ALTERNATIVE INVESTMENTS On November 22, 2016 First Clearing LLC entered into a settlement agreement with FINRA without admitting or denying the allegations that the firm failed to collect no-lien letters from investment sponsors, reconcile customer positions and afford the proper regulatory accounting treatment for positions held at the sponsor in First Clearing IRA accounts. First Clearing agreed to pay a fine of $750,000.

CONSOLIDATED REPORTS On December 5, 2016 Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC) entered into a settlement agreement with FINRA without admitting or denying the allegations that the Firm failed to establish maintain and enforce a reasonable supervisory system for the use of consolidated reports generated by financial advisors.. Wells Fargo Clearing Services, LLC agreed to pay a fine of $1,000,000.

FINRA SETTLEMENT On May 16, 2017, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC concerning unsuitable recommendations and supervisory failures relative to sales of certain non-traditional exchange traded products (ETPs) in violation of FINRA and NASD rules for the period July 1, 2010 to May 1, 2012. Without admitting or denying the findings, the firms accepted a censure and agreed to restitution to certain clients totaling $3,411,478.78.

FINRA SETTLEMENT On June 21, 2017, Wells Fargo Securities, LLC entered into a settlement agreement with FINRA without admitting or denying the allegations of improper reporting of conventional over-the-counter option positions under FINRA large option position reporting rules. The firm consented to a censure, payment of a $3.25 million fine, and an undertaking to review its supervisory systems related to large options position reporting.


SEC ORDER On November 13, 2017, the SEC announced that Wells Fargo Advisors, LLC agreed to settle charges that it violated Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-8 by failing to file and timely file Suspicious Activity Reports between approximately March 2012 and June 2013. Without admitting or denying the allegations, the firm agreed to a cease and desist order, a censure, and a civil penalty of $3,500,000. Wells Fargo Advisors also agreed to voluntarily undertake a review and update of its policies and procedures and develop and conduct additional training.

STATE OF ILLINOIS SETTLEMENT On December 21, 2017, Wells Fargo Advisors, LLC (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Illinois regarding allegations that it received, reviewed and/or analyzed documents and information provided by a financial advisory firm concerning certain money manager strategies that contained false and misleading information. The findings stated that the firm included the financial advisory firm’s money manager strategies in certain of its separately managed account programs, but that the firm did not utilize inaccurate historical performance data in connection with its decision to onboard the money manager strategies and the firm did not incorporate inaccurate performance data in its advertisements or program marketing materials. Without admitting or denying the findings, the Firm agreed to a total monetary payment of $270,000.

NOTE: In addition to the above matters, certain of Wells Fargo & Company’s affiliates, including Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC), Wells Fargo Securities, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in each entity’s Form BD as filed with the Securities and Exchange Commission and in other regulatory reports, which descriptions are hereby incorporated by reference.

 

) EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This Statement is filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Bank, National Association. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 11 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Bank, National Association.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees that the Statement to which this agreement is attached shall be filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC and Wells Fargo Bank, National Association (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date: March 13, 2018     WELLS FARGO & COMPANY
    By:  

/s/ Lori Ward

    Name:   Lori Ward
    Title:   Designated Signer
    WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
    By:  

/s/ Adam Joseph

    Name:   Adam Joseph
    Title:   President
    WELLS FARGO BANK, NATIONAL ASSOCIATION
    By:  

/s/ Adam Joseph

    Name:   Adam Joseph
    Title:   Managing Director

 

) EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Michael J. Choquette, Bruce A. Miller, Lori A. Ward and Karen E. Collins, acting alone, the undersigned’s true and lawful attorney-in-fact to:

(1) complete and sign, for and on behalf of the undersigned, all reports and filings required by Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Section 13 Reports”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file any such Section 13 Reports, or any amendment thereto, with the United States Securities and Exchange Commission and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present and acting, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall not revoke any previous Power of Attorney granted by the undersigned with respect to the subject matter hereof, and shall remain in full force and effect until the undersigned is no longer required to file Section 13 Reports, unless earlier revoked by the undersigned in a subsequently executed Power of Attorney or a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2017.

 

WELLS FARGO & COMPANY
By:  

/s/ Anthony R. Augliera

  Anthony R. Augliera
  Executive Vice President and Secretary

 

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