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Part 2A of Form ADV
Firm Brochure for:
Retirement Plan Consulting
801-57434
Investment Advisory Services of Wells Fargo Advisors Financial Network, LLC
Revised September 2025
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC
and Wells Fargo Advisors Financial Network, LLC, separate registered broker-dealers and non-bank affiliates
of Wells Fargo & Company.
One North Jefferson, St. Louis, MO 63103
Phone (314) 875-3000
www.wellsfargoadvisors.com
This brochure provides information about the qualifications and business practices of Wells Fargo Advisors Financial
Network, LLC and our Retirement Plan Consulting Program. This information should be considered before becoming a
Client. If you have any questions about these services or the contents of this brochure, please contact us at the
telephone number above.
This information has not been approved or verified by United States Securities and Exchange Commission or by any
state securities authority. Additional Information about Wells Fargo Advisors Financial Network, LLC is also available on
the SEC's website at www.adviserinfo.sec.gov. Please note that registration as an investment adviser does not imply a
certain level of skill or training.
The advisory services described in this brochure are not insured or otherwise protected by the U.S. Government, the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency and involve risk,
including the possible loss of principal.
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Summary of Material Changes
Material Changes to the Firm Brochure for Retirement Plan Consulting since March 31, 2025:
• The following language has been added to the document:
Advisory Earnings Sharing Arrangement
Certain financial advisors have entered into an earnings sharing arrangement with a private entity that creates an incentive to
recommend advisory accounts and services, including recommending that you contribute additional assets to your advisory
accounts. Specifically, certain Financial Advisers have agreed to contribute a portion of their advisory earnings to the private
entity, in exchange for which they will receive cash consideration and equity ownership interests in the private entity or a
related entity. These cash payments and equity ownership interests, for certain Financial Advisers, are subject to a hurdle,
whereby if they reach a certain earnings threshold, these incentives are increased. Separately, Financial Advisors could have
an incentive to recommend advisory accounts/trades over brokerage if they believe that, by doing so, they can receive
additional equity ownership interests or other consideration from the private entity. The arrangements described above create
a conflict of interest for the financial adviser, and in turn, the firm, as the result will be additional revenue. We mitigate this
conflict of interest by enforcing and supervising policies and procedures that require recommendations regarding account
types and in respect of the provision of advisory services to be made in the client's best interest.
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Table of Contents
Page
2
Summary of Material Changes .............................................................................................................................
4
Advisory Business ................................................................................................................................................
Firm Description and Ownership ..........................................................................................................................
4
Types of Advisory Services ...................................................................................................................................
4
Retirement Plan Consulting ..................................................................................................................................
4
Non-Discretionary Services ....................................................................................................................................
4
Discretionary Services ............................................................................................................................................ 5
Services Tailored to Individual Client Needs .........................................................................................................
6
Portfolio Management Services ............................................................................................................................
6
Assets Under Management
..................................................................................................................................
6
6
Fees and Compensation .......................................................................................................................................
Performance-Based Fees and Side-By-Side Management ................................................................................. 7
7
Types of Clients .....................................................................................................................................................
7
Methods of Analysis, Investment Strategies and Risk of Loss .........................................................................
8
Disciplinary Information ........................................................................................................................................
9
Other Financial Industry Activities and Affiliations ............................................................................................
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................. 11
Brokerage Practices .............................................................................................................................................. 12
Review of Accounts ............................................................................................................................................... 12
Client Referrals and Other Compensation ........................................................................................................... 12
Custody ................................................................................................................................................................... 12
Investment Discretion ............................................................................................................................................ 13
Voting Client Securities ......................................................................................................................................... 13
Financial Information ............................................................................................................................................ 13
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Advisory Business
Firm Description and Ownership
Wells Fargo Advisors Financial Network, LLC ("WFAFN"), is a broker-dealer and investment advisory firm providing investment
and other financial services to individual, corporate, and institutional clients through a network of independent contractor
representatives. It is a non-bank affiliate of Wells Fargo & Company ("Wells Fargo"), a financial holding company and bank holding
company founded in 1852 and publicly held company (NYSE: WFC). Wells Fargo and its Affiliates are engaged in a number of
financial businesses, including retail brokerage and investment advisory services.
WFAFN is affiliated with Wells Fargo Clearing Services, LLC (WFCS), a broker-dealer and investment adviser that also provides
advisory and brokerage services as well as securities-execution and brokerage-clearance services to WFAFN, and other retail
securities firms throughout the United States. WFCS operates under the trade name Wells Fargo Advisors ("WFA") in providing
advisory and brokerage services. WFAFN is also affiliated with Wells Fargo Investment Institute, Inc ("WFII"), a registered
investment adviser that provides advisory services and research to WFAFN and WFA.
WFAFN has entered into an agreement with WFA, a non-bank affiliate of WFAFN, pursuant to which WFA will act as sub-adviser
and/or service provider to WFAFN with respect to the advisory programs and services offered by the Firm. WFA is a member of the
New York Stock Exchange, Inc. ("NYSE") and the principal stock exchanges in the nation, as well as FINRA and SIPC.
The terms "Client," "you," and "your" are used throughout this document to refer to the person(s) or organization(s) who contract
with us for the services described here. "WFAFN," "we," "our," and "us" refer to WFAFN together with our Affiliates, including but
not limited to, Wells Fargo & Company and its agents with respect to any services provided by those agents. "Affiliate" means any
entity that is controlled by, controls or is under common control with WFAFN. Each Affiliate is a separate legal entity, none of which
is responsible for the obligations of the other.
Types of Advisory Services
We sponsor a number of wrap fee advisory programs ("Wrap Fee Programs") that are designed to help Clients meet their
investment objectives and goals. They include Unified and Separately Managed Account Programs, Mutual Fund Advisory
Programs, Financial Advisor-Directed Programs and Non-Discretionary Advisory Programs ("Programs"). We also offer Consulting
and Financial Planning advisory services. This Disclosure Document is being provided pursuant to Section 204 of the Investment
Advisers Act of 1940 and deals solely with our Retirement Plan Consulting Program. Descriptions of the services and fees for the
other programs and services we offer can be found in separate disclosure documents, copies of which are available upon request.
Retirement Plan Consulting
The Retirement Plan Consulting Program is a service in which Financial Advisors ("FAs") provide consulting services to retirement
plans for a fee. We offer both non-discretionary and discretionary services. For non-discretionary services, your FA cannot choose
and will not take any actions without your direction. The final decisions are yours. You may choose to act upon any or all of the
information provided to you. FAs are required to meet additional Firm established criteria to be eligible to offer discretionary
services. For discretionary service, your FA has the authority to create and maintain the plan's investment menu on your behalf and
without your approval.
We are fiduciaries within the meaning of ERISA and/or the Internal Revenue Code, as applicable, when we provide "investment
advice," as defined under Title 1 ERISA, to you regarding your plan. The services to the plan for which we are a fiduciary are
intended to be limited to those investment-related services that constitute investment advice under Section 3(21) of ERISA. The
way we make money creates some conflicts with your interests, so when we operate as a fiduciary for your plan we operate under
a special rule, Prohibited Transaction Exemption 2020-02, that requires us to act in your best interest and not put out interest
ahead of yours. To the extent that particular communications to you or services are considered "investment education" or
otherwise nonfiduciary under ERISA, we expressly disclaim that we have any fiduciary duties or obligations in connection with such
communications or Services.
The Retirement Plan Consulting Program offers one or more of the following services:
Non-Discretionary Services
Investment Policy Statement: We will assist you in preparing an Investment Policy Statement ("IPS") that identifies the
objectives, risk tolerance and constraints for the management of the investments. The development of the IPS will be based on
information provided by you and is designed to outline the investment philosophy, and establish the management procedures for
use by you and the investment manager(s) for the effective management of the investments. Periodically, in the future, we will
review the IPS with you on an agreed upon basis.
Our IPS services do not include any recommendations as to the management of the plan's investments or specific
recommendations regarding specific securities or other investment vehicles, unless you specifically and separately select
investment search and recommendation. You shall be responsible for review and final approval of the IPS. No assurance has been
or can be given that the investment objectives reflected in your IPS will be achieved.
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Investment Search and Recommendation: Upon your request, we will provide an Investment Search Report (options may
include money market, collective investment trusts, mutual funds or group annuity contracts) to you. In this report, we will provide
you with investments or investment managers for consideration whose investment philosophies and policies are, in our judgment,
compatible with your plan. While WFA will recommend an investment option or option(s) and investment managers, as appropriate,
the decision to invest with or retain any particular manager or investment, or offer any investment to participants as an investment
option rests with you. You understand that the investment options that we will consider for recommendation to the plan will be
limited to the investment options on the plan's custodian's platform. With respect to our investment manager search and
recommendation, we cannot guarantee that the investment manager we recommend will ultimately agree to serve as an
investment manager to your plan. You also understand that we make no representations concerning any investment option or
manager chosen by you without or contrary to our recommendation, nor shall we assume any liability for any loss, claim, damage
or expense attributable to your selection of any manager that has not been profiled, reviewed or approved by us.
If requested by you, we will also provide a diversification review designed to identify particular asset classes that we feel should be
included in the plan's list of investments options made available to the participants based on the plan's IPS. This information is
based on modern portfolio theory and other general diversification philosophies. Based on our review, we may recommend to you
additional asset classes to complement the plan's existing investment options.
Performance Reporting: On an agreed upon basis, we will provide periodic Performance Reports to assist you in evaluating your
Plan's designated investment options (options may include money market, collective investment trusts, mutual funds or group
annuity contracts) and the performance of the plan’s portfolio over various time periods, as well as comparing various aspects of
such performance to benchmarks identified in the IPS. The investments will be analyzed based on their investment philosophies,
policies, risk level, and performance as they relate to the investment and diversification objectives, policies, constraints, and risk
tolerance, as specified in the investment policy statement and/or you. These reports may include a combination of: market
commentary; plan asset allocation summary; risk and return analysis; investment cost analysis; investment research; and overall
review for comparison to the IPS. Account data will be derived from trust or custodial statements for each period. We will not be
responsible for verification of the information supplied by the custodian or trustee. While we are not responsible for and will not
separately monitor the investments in your plan, we will provide you with Performance Reports on an agreed upon periodic basis
so that you can monitor such investments.
Service Provider Search: We will request retirement plan proposals from a group of record keeping platforms based on stated
goals, objectives and demographics of the plan, and subsequently prepare a report to summarize the results. The summary report
is designed to provide comparison of the features, benefits, available investment options and fees of a specific recordkeeper
product that can be analyzed in comparison to the stated criteria. This search process may be performed on an as-needed basis
for your fiduciary due diligence or upon request to provide you information to support your decisions on product solution decisions.
Plan Benchmarking: We will provide plan benchmarking reports that identify and compare specific plan-design elements
such as: plan features; investment-related information; participant behaviors, plan oversight as well as plan-related fees with other
plans in similar industries, or with similar plan size and/or demographics. The benchmarking report may be comprehensive and
include all elements or a summary of specific items and fees. These reports will be prepared on an as-needed basis or as part of
the overall annual review.
Employee Education: We will provide investment education to and for the benefit of employees of your company. The parties
agree that the education services are not intended to include personal investment advice and are limited to providing Investment
Education or general information as described in Department of Labor ("DOL") Interpretive Bulletin 96-1, 29 C.F.R. Section
2510.3-21 or any successor DOL regulations describing the scope of non-fiduciary participant education.
Plan Fiduciary Meeting Support: We will attend plan fiduciary meetings to deliver various non-discretionary services. We will
provide general summary reports and statistical updates to the plan committee(s) or other fiduciaries. These may include:
participation and demographic reports; a review of goals and results of the education policy statement; updates on participant
meetings, regulatory updates and market updates. Unless you specifically and separately select investment services, our plan
meeting support will not include investment search and recommendation.
Discretionary Services
Plan Level Investment Selection 3(38): When we perform discretionary plan level Investment Search and Selection and/or
Performance Reporting services hereunder, we are an "investment manager" as such terms are defined in Section 3(38) of the
Employee Retirement Income Security Act of 1974 ("Investment Manager"), as amended and the regulations promulgated
thereunder ("ERISA") and acknowledge our fiduciary status as such.
Investment Search and Selection: We will review the investment options available to you and provide you with advice regarding
Designated Investment Alternatives (“DIAs”) based on your Investment Policy Statement. Plans with existing assets will be mapped
and moved into the DIAs, which will include both the asset movement of current balances and the future investment elections of
each participant in the plan. Once our initial investment advice has been implemented, we will monitor the DIAs and will instruct
your recordkeeper directly to remove and replace investments that no longer meet the IPS criteria. We will communicate any
changes to you reasonably in advance of a proposed change. You understand that the investment options that we will consider for
selection for the plan will be limited to the investment options on the plan's custodian's platform. You understand and agree that
declining our investment advice or investment decisions may cause the termination of our services to you. DIAs may include
money market mutual funds, collective investment trusts, mutual funds or group annuity contracts. We will not be responsible for
selection or monitoring, and will not make any advice or make decisions to retain or remove, employer stock, guaranteed
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investment contracts, participant loans, or investment options beyond the DIAs (i.e., investments in self-directed brokerage
windows, managed accounts, and other investments that we may restrict from time to time). You also agree that we will not
determine for you or recommend to you a Qualified Default Investment Alternative as defined under ERISA.
Although we will not have discretion over the following, if mutually agreed upon, we may provide investment advice
recommendations on the following: stable value funds, and guaranteed investment contracts.
Performance Reporting: On an agreed upon basis, but no less frequently than annually, we will provide periodic Performance
Reports to assist you in evaluating your plan’s DIAs and the performance of the plan’s portfolio over various time periods, as well
as comparing various aspects of such performance to benchmarks identified in the IPS. The investments will be analyzed based on
their investment philosophies, policies, risk level, and performance as they relate to the investment and diversification objectives,
policies, constraints, and risk tolerance, as specified in the investment policy statement and/or you. These Performance Reports
may include a combination of: market commentary; plan asset allocation summary; risk and return analysis; investment cost
analysis; investment research; and overall review for comparison to the IPS. Account data will be derived from trust or custodial
statements for each period. We will not be responsible for verification of the information supplied by the custodian or trustee.
Additional Plan Services: In addition to investment-related Services, periodically in the future and as mutually agreed upon, we
will provide additional non-discretionary services, as defined above.
Services Tailored to Individual Client Needs
Each of the advisory services we offer is tailored to you and designed to meet the plan's investment objectives, financial needs and
tolerance of risk. They are drawn from research and analysis we believe to be reliable and appropriate to your financial
circumstances.
Portfolio Management Services
We act as portfolio manager for certain Wrap Fee Programs that we offer to Clients and collect a fee for performing that service.
We do not act as a portfolio manager for any Retirement Plan Consulting Program services.
Assets Under Management
As of December 31, 2024, we manage $148,645,897,854 of Client assets on a discretionary basis and $48,714,298,766 of Client
assets on a non-discretionary basis.
Fees and Compensation
Fees for services are described below and are guidelines which may vary due to the complexity and size of the plan, and are
therefore subject to negotiation. You can choose to pay for services either as a flat annual fee, a percentage of assets, or, for some
services, as a one-time service. Generally, ongoing fees are paid on a quarterly basis unless otherwise agreed upon.
Plan Size
AUM
Ongoing % (bps)
Min Fee
Ongoing % (bps)
Max Fee
Ongoing Dollar
Min $ Fee
Ongoing Dollar
Max $ Fee
$0 -$1M
0.1
1
$500
$10,000
$1M - $5M
0.1
0.7
$1,000
$30,000
$5M - $10M
0.1
0.5
$3,500
$40,000
$10M - $25M
0.01
0.25
$5,000
$100,000
The fee for the Plan Level Investment Selection 3(38) service is as follows:
Plan Level Investment Selection 3(38)
Fee Range
5 to 10 bps per year in addition to the fee range shown in the chart above.
Costs for travel, incidental expenses and materials incurred during the provision of Employee Education services will be charged
separately.
We reserve the right to negotiate fee rates published above on a case-by-case basis.
Frequency and Method of Payment
Fees for one-time services are payable immediately after services are provided. Fees for ongoing services are assessed quarterly
in arrears. Clients may choose to pay fees by invoice to the plan or plan sponsor, or to instruct us to send the invoice to the plan's
provider/recordkeeper.
Termination
In the event the Client Agreement is terminated, you shall have no obligation to make additional payments that would otherwise be
required to be made, but we may submit to you an accounting of the services theretofore provide to you (which may include an
accounting of our preparations to provide services that would have been provided by us but for such termination) and you shall be
liable to us for the amount set forth thereon (which amount will not exceed the total amount of our compensation as agreed to by
you and us in the Client Agreement( (the "Termination Obligation"). In the event you have paid any payments prior to such
termination: if the amount of such payments exceeds the Termination Obligation, you shall be entitled to a refund of such excess,
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and we shall be entitled to retain the remainder in full satisfaction of the Termination Obligation; and if the Termination Obligation
exceeds the amount of such payments, and you shall promptly pay the amount of such excess in order to satisfy the Termination
Obligation.
Performance-Based Fees and Side-By-Side Management
We do not charge performance-based fees in any of our investment advisory programs. We do not have any side-by-side
management situations.
Types of Clients
We offer the Retirement Plan Consulting Program to both qualified plans subject to ERISA and non-qualified deferred
compensation plans not subject to ERISA.
Methods of Analysis, Investment Strategies and Risk of Loss
Under our Retirement Plan Consulting Program, we render services to both retirement plans subject to ERISA and retirement plans
not subject to ERISA. Our specific recommendations may vary based on the scope of the services for which we are engaged to
advise upon. At all times, our investment philosophy will reflect our duty to act with respect to the plan solely in the interests of
participants and beneficiaries as well as within the principles of prudence and diversification of plan assets.
For plans subject to ERISA, we will carry out our duties and responsibilities in accordance with ERISA as it applies to the services
we are rendering. To the extent not contrary to ERISA, we will take into consideration the goals and objectives as provided and/or
communicated by the plan. If in our view, any investment instruction, guideline or requirement received from a plan fiduciary is
inconsistent with or contrary to ERISA, we will disregard such provision or instruction when carrying out our duties and will act in
accordance with our responsibilities under ERISA and the regulations promulgated thereunder.
For the purposes of our non-discretionary service of providing Investment Search and Recommendation services to plans subject
to ERISA, if the plan does not provide written investment instructions or objectives such as an IPS, we will focus on identifying a
menu of diversified investment options, each with differing risk and return characteristics appropriate for a plan participant or
beneficiary. The investment options we recommend could include active and passive investment vehicles, as well as target-date
investment options. When we are engaged to provide discretionary services to plans subject to ERISA, we will use the IPS and the
investment philosophy outlined therein in providing investment advice.
If the plan is not subject to ERISA and we are hired to provide Investment Search and Recommendation—we will recommend a
menu of investment options for the plan that provides plan participants a diversified set of investment options—ranging from
conservative to aggressive growth investment choices. We could include active and passive investment vehicles in our
recommendations, as well as target-date investment options. When we are hired to provide Investment Search and
Recommendation Service for plans not subject to ERISA, we seek to identify and recommend one (or more when appropriate)
investment managers to manage a plan’s assets—either in their entirety or a portion thereof. In doing so, we will recommend
investment manager(s) that we believe are capable of adding value on a risk-adjusted basis. When reviewing potential investment
managers, we take into consideration the overall stated objectives of the assets which will vary based on: plan type; and whether
the investment manager’s mandate will be limited to a specific asset class or investment category within a broader pool of assets.
We do not provide investment advice in a discretionary manner to plans not subject to ERISA.
Methods of Analysis
In performing the investment advisory services, our analyses and recommendations are based on modern portfolio theory and
other general diversification philosophies. WFAFN makes available to its financial advisers: reports and analyses on investment
products and asset managers from WFAFN’s affiliate investment adviser Wells Fargo Investment Institute, Inc. (Wells Fargo
Investment Institute, Inc. is an investment adviser registered with the Securities and Exchange Commission. It is a subsidiary of
Wells Fargo Bank, N.A. Registration as an investment adviser does not imply a certain level of skill or training. Wells Fargo
Investment Institute, Inc. and Wells Fargo Bank, N.A. are subject to the control of Wells Fargo & Company (NYSE: WFC), a
financial holding company.); and third-party databases, analytics tools and presentation tools. These resources are used
individually or in combination in both initial investment product and investment manager selection. They are also used in the
periodic review or, in the case of our 3(38) services, the monitoring of recommended investment products and investment
managers. When evaluating and recommending investment options or investment managers to manage the plan’s assets, WFAFN
generally considers the following (List includes common relevant considerations but is not intended to be exhaustive; nor will all be
necessarily relevant to a particular plan’s needs.):
• General principles of diversification of assets and modern portfolio theory
• Legal and regulatory considerations
• Plan imposed restrictions
• Time horizons
• Need for current income
• Investment objectives
• Management fees
• Shareholder fees
• Asset class
• Performance
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Investing carries risk of loss. Separately managed accounts managed by investment managers, mutual funds and exchange-traded
funds, and individual securities are all subject to risk of loss. With respect to an investment manager that we may recommend to a
plan, each manager will have investor materials addressing the risks associated with the particular manager’s strategies.
Investment Strategies
When we provide Plan Level Investment Selection services, we do not provide personalized investment advice to plan participants.
When we provide Investment Manager Search and Recommendation Services, information regarding the investment strategies
(generally investment risks, investment methods of analysis, and types of securities used) offered by the investment manager that
we recommend to the plan will be contained in each manager’s Form ADV Part 2A, or similar document, other informational
materials of the manager.
Risk of Loss
All investments shall be at your risk exclusively, and you must understand that we do not guarantee any return on the investments
recommended or advised upon and may not be responsible for losses resulting from such trading or for any transactions that we
have not recommended to you.
Disciplinary Information
We are both a broker-dealer and investment advisory Firm. The disciplinary events listed below are related to the activities of the
broker-dealer, investment adviser or predecessor firms.
For more information on broker/dealer related disciplinary events you may visit:
http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/.
Our investment advisory disciplinary history is available by going to: http://www.adviserinfo.sec.gov/.
In January 2025, WFCS and WFAFN agreed to a settlement with the SEC regarding allegations that they failed to adopt and
implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules thereunder
relating to their cash sweep program, specifically, their use of a bank deposit sweep program. The order found that WFCS and
WFAFN did not adopt and implement reasonably designed policies and procedures that considered the best interests of clients
when evaluating and selecting which cash sweep program options to make available to clients, including during periods of rising
interest rates; or addressed the duties of WFCS and WFAFN financial advisors in managing client cash in advisory accounts, in
willful violation of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. WFCS and WFAFN, without admitting or
denying the findings, consented to a settlement that included a cease and desist order, censure, and civil money penalty of $28
million by WFCS and $7 million by WFAFN.
In August 2023, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (collectively, the "Firm")
agreed to a settlement with the SEC regarding allegations that from at least 2002 through December 2022, the Firm and its
predecessor firms overcharged approximately 10,945 accounts of advisory clients, for accounts opened through 2014, for more
than $26.8 million in advisory fees and failed to adopt and implement written compliance policies and procedures reasonably
designed to prevent the over billing in willful violation of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and
Rule 206(4)-7 thereunder. Specifically, from at least 2002 through 2014, certain investment adviser representatives from Wells
Fargo and its predecessor firms agreed to reduce the firms' standard, pre-set advisory fee rate for certain clients at the time these
clients agreed to open accounts. The representatives made handwritten or typed changes on the clients' standard investment
advisory agreements that reflected the reduced fee rate. However, in certain instances, the account processing employees at
Wells Fargo and its predecessor firms failed to enter the agreed-upon reduced advisory fee rate into the firms' billing systems
when setting up the clients' accounts. In 2022 and 2023, the Firm corrected the advisory fees to be charged to the accounts and
issued payments for the overcharged advisory fees, plus interest, to the affected account holders. Without admitting or denying the
findings, the Firm consented to a settlement that included a cease and desist order, censure and civil money penalty of
$35,000,000.
In December 2021, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC agreed to a settlement
with FINRA regarding allegations that for more than three years beginning in November 2016, the Firm failed to store 13 million
records, pertaining to 8.2 million customers, related to its anti-money laundering Customer Identification Program (CIP) in the
required non-erasable and non-writable “Write Once, Read Many” (WORM) format in violation of Exchange Act Rule 17A-4(F)(2)(II)
(A) and failed to notify FINRA prior to using the non-WORM compliant storage platform in violation of Exchange Act rules 17A-4(F)
(3)(V) and 17A-4(F)(2)(I). Without admitting or denying the findings, the firms consented to a settlement that included a censure
and fine, jointly and severally, of $2,250,000.
On February 27, 2020, the Securities and Exchange Commission ("Commission") entered an order against Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC, following the Firms' offers of settlement. The Commission found
that, from April 2012 through September 2019, the Firms recommended that many retail investment advisory clients and brokerage
customers buy and hold single-inverse exchange-traded funds ("ETFs") without having adequate compliance policies and
procedures and without providing financial advisors proper training and supervision of single-inverse ETFs. The Commission found
that, as a result, certain investment adviser representatives and registered representatives made unsuitable recommendations to
certain clients. The Commission found that the Firms willfully violated Section 206(4) of the Advisers Act and Rule 206(4)-7
thereunder, failed reasonably to fulfill their supervisory responsibilities within the meaning of Section 203(e)(6) of the Advisers Act
and failed reasonably to fulfill their supervisory responsibilities within the meaning of Section 15(b)(4)(E) of the Exchange Act. The
Firms consented, without admitting or denying the findings contained in the Order, to: cease and desist from committing or causing
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any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder; be censured; and
jointly and severally pay a civil monetary penalty in the amount of $35,000,000.
In 2018, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC elected to participate in the
Securities and Exchange Commission's Mutual Fund Share Class Selection Disclosure Initiative ("SCSD Initiative"). The SCSD
Initiative provided investment advisers with the opportunity to voluntarily self-report to the SEC's Division of Enforcement possible
securities law violations related to the adequacy of their disclosures concerning mutual fund share class selection and fees
received pursuant to Rule 12b-1 under the Investment Company Act of 1940. As part of the SCSD Initiative, the Firms reviewed
disclosures and activities related to mutual fund share class selection within advisory programs. At the conclusion of the SCSD
Initiative, the Firms jointly and severally consented to a settlement agreement alleging violations of Sections 206(2) and Section
207 of the Investment Advisers Act of 1940 and entry of an order under which the Firms were censured, agreed to cease and
desist from committing further violations, and agreed to pay disgorgement and prejudgment interest totaling $17,363,847.29. The
SEC did not impose a fine or civil monetary penalty in recognition of the fact that the Firms self-reported.
On December 21, 2016, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC agreed to a
settlement with FINRA regarding allegations that the Firms failed to maintain approximately one million electronic brokerage
records in non-erasable and non-rewritable format, which is intended to prevent the alteration or destruction of broker-dealer
records stored electronically. The findings also stated that for approximately 1.5 million accounts, the Firm failed to preserve
customer account form templates containing the terms and conditions related to the opening and maintenance of accounts, failed
to retain certain communications and failed to notify FINRA at least 90 days prior to using new storage media to store electronic
broker-dealer records. FINRA also found that the Firms failed to implement an audit system for those records, failed to provide its
third party vendors full access to the storage systems, failed to implement an adequate supervisory system and failed to enforce
written procedures. Without admitting or denying the findings, the Firms agreed to a censure and fine, jointly and severally, of
$1,500,000. The Firms also consented to a review of its policies and procedures.
On December 5, 2016, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC agreed to a
settlement with FINRA regarding allegations that the Firms failed to establish, maintain and enforce reasonable supervisory
systems for the use of consolidated reports generated by their registered representatives through available applications. The
findings stated that these applications allowed the Firms' representatives to manually enter information regarding customers'
external accounts, assets and liabilities into a centralized table which the Firms maintained. This information would then be used to
populate reports, including those that would be sent to the Firms' customers. FINRA found that the Firms did not have systems in
place to review the contents of the reports, including information about customer holdings away from the Firms. In addition, the
Firms' supervisory systems and procedures were inadequate because there was no mechanism allowing representatives to
designate which reports were actually provided to customers and the system could not distinguish between draft reports and
completed reports that were sent to customers, which should have been subject to the Firms' supervisory systems designed to
review customer communications. Without admitting or denying the findings, the Firms agreed to a censure and fine, jointly and
severally, of $1,000,000.
Other Financial Industry Activities and Affiliations
WFAFN is a national securities firm providing investment and other financial services to individual, corporate and institutional
Clients. We are a registered broker-dealer and investment adviser. Accounts are carried by WFCS, a qualified custodian. WFCS is
an affiliate owned indirectly by Wells Fargo. WFAFN and WFCS are members of the Financial Industry Regulatory Authority
("FINRA") and the Securities Investor Protection Corporation ("SIPC"). WFCS may also route transactions through its affiliate,
Wells Fargo Securities, LLC.
Unless otherwise stated as the case, the investment advisory services offered and the underlying stock, bonds, mutual
funds and other securities bought or sold through us are not deposits of any bank and are not insured or otherwise
protected by the Federal Deposit Insurance Corporation ("FDIC") or another government agency. They are not obligations
of any bank or any affiliate of us; are not endorsed or guaranteed by Wells Fargo, WFAFN, or any bank or any affiliate of
us; and involve investment risk including possible loss of principal. Cash balances in Client Accounts may be held in a
depository product sponsored by Wells Fargo Bank, N.A. Wells Fargo Advisors Financial Network, LLC is not an FDIC-
insured depository institution; FDIC deposit insurance only protects against the failure of an insured depository
institution. Banking products and services provided by Wells Fargo Bank, N.A. Member FDIC.
Our obligations and commitments do not extend to any affiliated bank or thrift, and any such bank or thrift is not responsible for
securities we sell or purchase. As a general matter, unless otherwise stated, we may be a principal or engaged in underwriting
securities for which we are providing broker, advisory or other services to our Clients. We may also purchase those securities from
an affiliate or sell them to an affiliate. In addition, we or our affiliates may act as an investment adviser to issuers whose securities
may be sold to you.
From time to time, a bank or thrift affiliated with us may lend money to an issuer of securities underwritten or privately placed by us.
The prospectus or other offering documentation provided in connection with such underwriting or private placement will disclose to
the extent required by applicable securities laws: the existence of any material lending relationship by any affiliate of ours with such
an issuer; and whether the proceeds of an issuance of such securities will be used by the issuer to repay any outstanding
indebtedness to any of our affiliates.
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We have a number of related persons who may provide investment management and related financial services to our Clients. The
advisory services these investment advisers offer are described more fully in their Disclosure Documents and/or Form ADV, Part
2A. The identity of these related persons and summary of the products and services follows.
• Wells Fargo also provides retail brokerage and investment advisory services through Wells Fargo Advisors ("WFA").
• Wells Fargo Investment Institute, Inc. ("WFII") (known prior to November 1, 2014 as Alternative Strategies Group, Inc. and
before that as Wachovia Alternatives Strategies, Inc.) is a registered investment adviser and wholly owned subsidiary of
Wells Fargo Bank, N.A. that provides advisory services and research to WFA and WFAFN.
We and our affiliates may give advice and take action in the performance of our duties to you that differs from advice given, or the
timing and nature of action taken, with respect to other advisory Clients and/or Clients in other advisory programs. Additionally, we
and our affiliates, from time to time, may not be free to divulge or act upon certain information in our possession on behalf of
investment banking or other Clients.
We will not sell your information to other companies for marketing purposes. We employ strict security standards and safeguards to
protect your personal information and prevent fraud. In addition, we will continue to protect your privacy even if you are no longer
our Client.
Consistent with our privacy policies and applicable law, WFAFN and its affiliates may provide access to Client personal information
to affiliated and third party service providers throughout the world. When Client information is accessed, we maintain protective
measures as described in our privacy policies and notices. For more information, please see our Privacy Statement.
For more information, please read our Privacy Statement, visit a WFAFN office or call your Financial Advisor. With your written
permission, obtained via Client Agreement or other written communication, we may provide your information electronically to your
investment adviser and/or agent of such adviser. We reserve the right, at our discretion, to refuse to provide such requested
information. Furthermore, in compliance with our Privacy Policy, we accept your instructions to discontinue providing such
information.
Material Relationships with Allspring
Wells Fargo sold the Wells Fargo Asset Management business in 2021 and the new owners renamed the business Allspring
Global Investments. The Wells Fargo Asset Management business was wholly owned by Wells Fargo prior to the transaction and
included the following companies: Wells Capital Management Incorporated; Wells Fargo Funds Management, LLC; Wells Fargo
Asset Management (International), LLC; Wells Fargo Funds Distributor, LLC; and, Galliard Capital Management, Inc. These
companies, which are no longer related persons of WFAFN, served as adviser, sub-adviser, and distributor of the Wells Fargo
Funds and certain of the companies managed separately managed account strategies offered through WFAFN.
Allspring Global Investments (“Allspring”) is the trade name used by the asset management businesses of Allspring Global
Investments Holdings, LLC. This group of companies includes Allspring Funds Management, investment adviser to mutual funds
within the Allspring family of funds, Allspring Funds Distributor, LLC, the principal underwriter of Allspring mutual funds, and
Allspring Global Investments, LLC, a model portfolio strategy provider and an investment adviser to pooled investment vehicles
and separately managed accounts.
Wells Fargo has no role in the management of Allspring. However, Wells Fargo retains less than a 10% equity ownership interest
in Allspring and has continued to provide certain non-advisory transition services to Allspring for a fee since the close of the sale.
WFCS also receives compensation from Allspring for the distribution, administrative and operational services that we provide to the
Allspring mutual funds. Although Allspring is not a related person of WFAFN, WFAFN and its related persons continue to benefit
from the sales of these products to a greater extent than the sale of other third-party products in which we do not have a similar
financial interest.
Wells Fargo’s equity ownership in Allspring and the agreements by WFCS and its related persons to provide ongoing services to
Allspring for a fee provide us with a financial incentive to continue to recommend to our clients products that are managed and
distributed by Allspring, including mutual funds, sweep vehicles, and separately managed account or model portfolio strategies.
WFII charges Allspring research access fees for investment research services that WFII provides to Allspring. Allspring manages
the Managed DSIP, Managed DSIP II, ESG Managed DSIP, Current Equity Income, and Income Multi Asset Portfolio strategies
offered through WFA’s Personalized Unified Managed Account advisory program (collectively, the “Equity Income Strategies”)
utilizing information derived, in part, from certain of the research services. The research access fees are calculated based on the
assets invested in the strategies, meaning that WFII earns more money when more assets are invested in the strategies. The
research access fees are assessed at rates that result in WFII receiving fees that are equivalent to substantially all of the Manager
fees assessed in conjunction with the Income Multi Asset Portfolio, the Current Equity Income Strategy, and the Managed DSIP
strategy, and approximately half or greater of the Manager fees assessed for the Managed DSIP II strategy and the ESG Managed
DSIP strategy. The fee paid to WFII is for research services WFII provides to Allspring, including: investment research that WFII
provides to Allspring; and access to certain WFII research analyst teams, strategists, and associates to discuss the research and/
or obtain additional research commentary on covered names, insights into sectors, etc. (collectively “Research Services”). While
WFII does not provide the Research Services to other third-party Managers for utilization in managing strategies, WFII does
provide the Research Services to its affiliates, WFCS and WFAFN, who in turn, may utilize the Research Services to manage
strategies and who provide the investment research at no cost to WFCS and WFAFN advisory clients, WFCS and WFAFN
brokerage customers, and prospective clients and customers for their individual use. As such, investors in the Equity Income
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Strategies are indirectly paying for investment research that others receive at no cost, and that those same investors could receive
from WFCS or WFAFN for their individual use outside of the Equity Income Strategies at no cost under other circumstances.
Similar investment research may be available in the marketplace at no cost or for materially lower fees than are being charged to
Allspring in conjunction with the Equity Income Strategies.
WFII’s receipt of a research access fee in conjunction with the Equity Income Strategies creates a material conflict of interest
since it results in WFII, an affiliate of WFAFN, earning more revenue when investors follow a WFAFN recommendation to invest in
the Equity Income Strategies than WFAFN, WFII or their affiliates would earn if investors followed a recommendation from
WFAFN to invest in any of the other Model Manager strategies available through the Personalized UMA Program as WFAFN and
its affiliates earn no comparable additional revenue for investments in other Model Manager strategies. WFAFN seeks to mitigate
this conflict and its associated implications through disclosure, management of the financial incentive for financial advisors to
recommend the Equity Income Strategies, and evaluation of the total costs of investing in the Equity Income Strategies relative to
other Model Manager strategies. You should carefully consider the research access fee that is retained by WFII and our related
conflict of interest when evaluating whether to invest in the Equity Income Strategies.
The Equity Income Strategies are available through Wells Fargo Bank, N.A., including through Wealth & Investment Management
Trust Services, and no research access fee is applied to assets invested in the Equity Income Strategies when the assets are
custodied at Wells Fargo Bank, N.A. The research access fee is also not applied to assets invested in ERISA accounts.
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
Code of Ethics
Our Associates are subject to a Code of Ethics that is designed to ensure our business activities are performed with the highest
possible standards of ethics and business conduct, and to comply with all applicable laws, rules, and regulations that govern our
businesses. Key requirements of our Code of Ethics are summarized below, and you may obtain a complete copy through your
Financial Advisor.
• Conduct all aspects of Wells Fargo's business activities in an honest, ethical, and legal manner, and in accordance with all
applicable laws, rules, and regulations and our policies and procedures.
• Provide accurate and complete information in dealings with Clients and others, including disclosure of conflicts of interest
when they exist.
• Prepare and maintain accurate business records.
• Refrain from improper disclosure or misuse of confidential Client information and material, non-public information. Wells Fargo
protects the private, personal, and proprietary information of Clients and others.
• Avoid conflicts of interest in personal and business activities.
• Rules specific to personal trading.
Participation or Interest in Client Transactions
Under the Wrap Fee Programs, we are generally appointed as sole and exclusive broker by you with respect to the referenced
Account for the execution of transactions. Our Wrap Fee Program fee covers transaction costs when transactions are executed
through us. On occasion, you may designate, or the law may require, the use of other brokers. Investment advisers may also elect
to execute transactions with other firms as they deem appropriate, taking into account a number of factors such as best execution,
research services and other qualitative factors. When transactions are executed with other firms, including transactions executed
through our affiliates, there are additional trading costs in executing the transaction that are embedded into the price of the
security. Any imbedded execution costs on trades done away from us are in addition to our Program Fee.
In connection with these transactions, we act as agent or, where permitted by law, principal (including instances wherein we are
acting as underwriter or selling group members). You authorize that we effect and execute brokerage transactions, including on a
national exchange, as permitted by current provisions of Section 11(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and rules promulgated thereunder including any future amendments or changes to such statutes and rules.
With respect to cash sweep vehicles investments, you receive disclosures about our affiliates and the advisory and other fees paid
to affiliates by such cash sweep vehicles. These disclosures are contained in the prospectuses for the money market funds in
which you invest and in our Disclosure Documents, and Client Agreements, as applicable.
We or our affiliates maintain investment banking or other relationships with certain publicly traded companies. These relationships
may from time to time require us to restrict trading in the securities of these companies. As a result of these investment banking or
other activities, our affiliates acquire confidential or material non-public information that prevents us or our affiliates, for a period of
time, from purchasing, selling or recommending particular securities for your account. We and our affiliates are not permitted to
divulge or to act upon this information with respect to our advisory or brokerage activities.
Additionally, we may be restricted or limited in our ability to purchase or sell particular securities or make investment
recommendations as a result of these affiliated activities.
We have certain restrictions, internal procedures and Client disclosures regarding conflicts of interest that we may have with
respect to our participation or interest in Client transactions. We communicate our policies and procedures related to participation
in Client transactions to our Associates through our compliance policies and procedure manuals and program-specific policy
guidelines.
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Personal Trading
We maintain policies and procedures to mitigate conflicts of interest between transactions in our Associates' personal investment
accounts, including accounts of their immediate family members and transactions in our Clients' accounts. To ensure Associate
trading requirements are observed, certain Associate trading activity is subject to pre-approval. All Associates are subject to
regular review by their supervisors, independent oversight by our Compliance Department, and systemic controls that automatically
restrict entry of certain orders and generate related surveillance reporting.
Brokerage Practices
We do not provide any brokerage services as part of our Retirement Plan Consulting Program. Assets are all held away from us
with a third-party custodian.
Review of Accounts
The FA provides the services agreed to in the contract.
Client Referrals and Other Compensation
From time to time, we initiate incentive programs for our Associates, including FAs. Incentive programs compensate our Associates
and FAs for attracting new assets and Clients, referring business to our affiliates (such as referrals for banking services and
accounts, mortgages, lending, trusts, or insurance services) or other FAs, promoting investment advisory services and promoting
green initiatives (such as raising Client awareness of paperless options). We may also initiate programs that reward Financial
Advisors who meet total production criteria, length of service requirements, participate in advanced training and improve Client
service.
Financial Advisors who participate in these incentive programs may be rewarded with cash and/or non-cash compensation, such
as deferred compensation, bonuses, training symposiums and recognition trips. Portions of these programs may be subsidized by
external vendors and/or our affiliates, such as mutual fund companies, insurance carriers, or investment advisers. Therefore,
Financial Advisors and other Associates have a financial incentive to recommend the programs and services included in these
incentive programs over other available products and services we offer.
We may also enter into arrangements with other persons to whom we pay compensation for referrals to our advisory Programs.
This compensation is generally in the form of a percentage of the fees described in the Program contracts. The details of such
arrangements and the amount of compensation will be described in a separate disclosure provided at the time of such referrals.
From time to time, we compensate Associates other than Financial Advisors for referrals of possible Clients to the Programs. Our
Financial Advisors, not the referring Associate, will make the actual presentation and solicitation of these services. The referral
compensation takes the form of a payment to the Associate of a percentage of the fees described in the Programs contracts and
results in no additional fees to you or other Clients.
Wells Fargo & Company is a full-service financial services firm with many affiliates. Wells Fargo & Company encourages its
subsidiaries to use the products and services offered by affiliated firms, when appropriate. During the course of annual business
planning, business with our affiliates is included in establishing our sales goals. As a result, we may have an incentive to hire
affiliate service providers for our advisory programs. We may recommend affiliated mutual funds to our Clients, and may hire other
affiliates to provide trade execution, clearing, and platform administration services for our programs. We intend, however, to make
all recommendations independent of any such goals and based solely on our obligations to consider your objectives and needs.
Advisory Earnings Sharing Arrangement
Certain financial advisors have entered into an earnings sharing arrangement with a private entity that creates an incentive to
recommend advisory accounts and services, including recommending that you contribute additional assets to your advisory
accounts. Specifically, certain Financial Advisers have agreed to contribute a portion of their advisory earnings to the private entity,
in exchange for which they will receive cash consideration and equity ownership interests in the private entity or a related entity.
These cash payments and equity ownership interests, for certain Financial Advisers, are subject to a hurdle, whereby if they reach
a certain earnings threshold, these incentives are increased. Separately, Financial Advisors could have an incentive to recommend
advisory accounts/trades over brokerage if they believe that, by doing so, they can receive additional equity ownership interests or
other consideration from the private entity. The arrangements described above create a conflict of interest for the financial adviser,
and in turn, the firm, as the result will be additional revenue. We mitigate this conflict of interest by enforcing and supervising
policies and procedures that require recommendations regarding account types and in respect of the provision of advisory services
to be made in the client's best interest.
Custody
In the Retirement Plan Consulting Program, we do not have custody of your funds or securities. Once the vendor is chosen for the
retirement plan, you will receive quarterly, or more frequent, account statements directly from the vendor and/or the custodian,
which may or may not include WFAFN or an affiliate. You should carefully review these statements for accuracy.
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Investment Discretion
Except when providing the Plan Level Investment Selection 3(38) service, we do not have investment discretion when providing
services to Retirement Plan Consulting Program Clients.
Voting Client Securities
We do not accept authority to vote Client securities subject to our Retirement Plan Consulting Program services.
Financial Information
We have no financial condition that is likely to impair our ability to meet our contractual commitments to you.
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