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Wrap Fee Brochure for:
Personalized Unified Managed Account
FundSource®
Private Advisor Network
Customized Portfolios
801 - 37967
Investment Advisory Services of Wells Fargo Advisors
Revised September 2025
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 and the
Personalized Unified Managed Account, FundSource, Private Advisor Network and Customized Portfolio Programs. This
information should be considered before becoming a Client of one of these Programs. If you have any questions about
the Programs or the contents of this brochure, please contact us at the telephone number above.
This information has not been approved or verified by the United States Securities and Exchange Commission or by any
state securities authority. Additional Information about Wells Fargo Advisors 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.
Investment and Insurance Products are:
• Not Insured by the FDIC or Any Federal Government Agency
• Not a Deposit or Other Obligation of, or Guaranteed by, the Bank or Any Bank Affiliate
• Subject to Investment Risks, Including Possible Loss of the Principal Amount Invested
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, Members
SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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Summary of Material Changes
Material Changes to the Wrap Fee Brochure for the Personalized Unified Managed Account, FundSource, Private Advisor
Network and Customized Portfolios Programs since March 31, 2025:
• The below language has been added to the Services, Fee, and Compensation – Personalized Unified Managed Account
(“Personalized UMA”) section of the document.
Fixed Income Strategy Team Portfolios
WFII Fixed Income Strategy Team (“FIST”) portfolios are managed on a fully discretionary basis by FIST portfolio managers.
FIST handles the day-to-day investment management of your Account in accordance with your stated investment objectives as
communicated to FIST by your WFA Financial Advisor. These fixed income portfolios specialize in meeting the unique needs of
sophisticated individuals and select institutions and follow a disciplined portfolio management approach. The portfolios are
customized based on several factors including income and liquidity needs, risk tolerance, tax status and time horizon. FIST
portfolio managers manage Accounts to the appropriate duration while adhering to the maximum effective maturity allowed for
the strategy using a full range of investment grade bonds. While not typical, in some instances the FIST portfolio manager will
find it necessary or preferable to hold bond positions that are below investment grade. FIST portfolio managers will use
discretion as to the timing of the disposition (or retention) of positions used to fund an Account initially or positions that are
transferred into an Account. Client Accounts are managed separately and are not pooled.
FIST maintains the right to direct orders in fixed income securities to the Wells Fargo Bank, N.A. fiduciary services trade desk
(“WFB Trade Desk”) rather than WFA. The WFB Trade Desk effects orders through unaffiliated broker-dealers and/or
electronic communications networks, alternative trading systems and other such execution systems and trading venues.
Wells Fargo Bank, N.A. is not a broker-dealer, does not mark-up or mark-down the securities, nor trade on a principal basis
with orders placed with the WFB Trade Desk. For orders directed to the WFB Trade Desk, WFA compensates Wells Fargo
Bank, N.A. for services performed for our Clients. However, we do not pass these costs on to our Clients. WFII’s brokerage
practices are described in Item 12 of WFII’s Form ADV Part 2A which is delivered to Clients that have selected a portfolio
managed by FIST. WFII’s current Form ADV Part 2A is also available upon request to your Financial Advisor. WFII is a wholly
owned subsidiary of Wells Fargo Bank, N.A.
• In the Significant cash flow impacts & redemption risk portion of the Mutual Fund Due Diligence Process – Mutual Fund
Risks and Considerations section of the document we have added the following sentence addressing risk to mutual fund
investors related to significant redemption requests: “For [mutual fund] shareholders, significant redemptions—whether initiated
by us or our FAs or unrelated third-party investors—can result in unexpected capital gains liabilities that are materially higher
compared to prior years.”
• In June 2025, the Cash Sweep Program section of the document was updated to indicate that the Expanded Bank Deposit
Sweep program would be discontinued effective August 15, 2025. The Expanded Bank Deposit Sweep Program has now been
discontinued, as a result, the Cash Sweep Program section of the document has again been updated to remove language
specific to the Expanded Bank Deposit Sweep Program from this section. Since all Program Banks are affiliated banks of WFA,
all benefits that Program Banks receive from participating in the Bank Deposit Sweep Program accrue solely to banks affiliated
with WFA. More information on how Program Banks benefit from participating in the Bank Deposit Sweep Program, as well as
WFA’s economic incentives and conflicts of interest related to the program, can be found in the Bank Deposit Sweep
Program section generally and the Spread Earned by Banks subsection of this disclosure document.
• In May 2025, WFCS entered into a settlement with FINRA regarding allegations that WFCS failed to establish and maintain a
supervisory system, including written supervisory procedures, reasonably designed to safeguard customer information by
failing to notify insurance carriers when certain employees departed WFCS resulting in these former employees having access
to WFCS client information through insurance carrier portals, in violation of SEC Regulation S-P and FINRA and NASD rules.
Without admitting or denying the findings, WFCS consented to a settlement that included a censure and fine of $150,000.
• The Advisory Account Credit and Important Information about the Advisory Account Credit subsections of the Fees and
Compensation for All Programs section have been updated to reflect that revenue sharing received from actively managed
ETFs will be part of the Advisory Account Credit. The Mutual Funds and Exchange-Traded Funds subsection of the Fees
and Compensation for All Programs section has been updated to describe revenue sharing from actively managed ETFs
and advisory annuities and to remove the additional compensation categories titled intra-company compensation arrangements
and other compensation for general service provided to funds. The maximum payment for Data Agreements has been updated
to $1,150,000.
• Beginning January 1, 2026, practices with respect to proxy voting and voluntary corporate actions described in newly added
Proxy Voting Practices and Voluntary Corporate Actions sections will replace the existing practices described in the current
Proxy and Reorganization section. The current Proxy and Reorganization section will continue to apply through December
31, 2025. In summary, currently, unless you have opted out, proxy advisory firm Institutional Shareholder Services, Inc. votes
the proxies in your Account. Beginning, January 1, 2026, proxies will be voted under proxy voting policies and guidelines
established by Wells Fargo (details below) and administered by a third-party service provider. You are encouraged to review
the new sections in full.
• We have added language to the FundSource® Program section of this Brochure clarifying that Non-Program Assets held in
FundSource accounts are not included in monitoring conducted for compatibility with investment objectives (only FundSource
Program assets will be included) and alignment of portfolio holdings to that of the applicable Optimal Blend or Customized
Blend. For more information, see the FundSource Program section of this Brochure.
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Table of Contents
Page
Summary of Material Changes .......................................................................................................................... 2
Services, Fees and Compensation ................................................................................................................... 4
Personalized UMA .......................................................................................................................................... 5
Single Strategy and Multi Strategy Investment Options ................................................................................ 5
Features of Personalized UMA ................................................................................................................... 5
Allocation Advisors portfolio strategies ........................................................................................................ 8
Wells Fargo Compass asset allocation strategies ............................................................................................. 10
Personalized UMA Optimal Blends ........................................................................................................... 11
FundSource Optimal Blends within Personalized UMA .............................................................................. 12
FundSource® ................................................................................................................................................ 14
Private Advisor Network ................................................................................................................................ 17
Customized Portfolios .................................................................................................................................... 18
Fees and Compensation for All Programs ....................................................................................................... 19
Account Termination ..................................................................................................................................... 27
Account Requirements and Types of Clients .................................................................................................. 28
Types of Clients ............................................................................................................................................ 29
Portfolio Manager Selection and Evaluation ................................................................................................... 29
Services Tailored to Individual Client Needs ................................................................................................... 33
Client Restrictions and Instructions ................................................................................................................. 33
Performance-Based Fees and Side-By-Side Management ............................................................................... 33
Methods of Analysis, Investment Strategies and Risk of Loss .......................................................................... 33
Voting Client Securities and Corporate Actions ............................................................................................... 33
Proxy and Reorganizations ............................................................................................................................ 36
Client Information Provided to Portfolio Managers ......................................................................................... 36
Client Contact with Portfolio Managers .......................................................................................................... 36
Additional Information .................................................................................................................................... 36
Disciplinary Information ................................................................................................................................. 36
Other Financial Industry Activities and Affiliations ............................................................................................ 38
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................ 40
Review of Accounts ....................................................................................................................................... 40
Prospectus Delivery ...................................................................................................................................... 41
Client Referrals and Other Compensation ....................................................................................................... 41
Brokerage Practices ...................................................................................................................................... 41
Accounts Held at Unaffiliated Custodians and Broker-Dealers........................................................................... 43
Cash Sweep Program ................................................................................................................................... 44
Financial Information ..................................................................................................................................... 46
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Wells Fargo Advisors ("WFA") is a trade name used by Wells Fargo Clearing Services, LLC ("WFCS"). WFA, whose predecessors
span more than 150 years, is a leading national securities firm providing investment and other financial services to individual,
corporate, and institutional clients. It is a non-bank affiliate of Wells Fargo & Company ("Wells Fargo"), a publicly held company
(NYSE: WFC), and financial holding company and bank holding company founded in 1852. Wells Fargo and its Affiliates are
engaged in a number of financial businesses, including retail brokerage and investment advisory services.
First Clearing is the trade name used by WFCS for its clearing and custody business through which third party broker-dealers and
investment advisers may clear trades and custody assets, among other activities. WFCS is affiliated with Wells Fargo Advisors
Financial Network, LLC ("WFAFN"), a broker-dealer also providing advisory and brokerage services. Information about the
advisory and brokerage services offered by WFAFN is available by contacting them directly. WFA is also affiliated with
Wells Fargo Investment Institute, Inc. ("WFII"), a registered investment adviser that provides advisory services and research to
WFA.
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 herein. "WFA," "WFCS," "we," "our," and "us" refer to WFA 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 WFA. Each Affiliate is a separate legal entity, none of
which is responsible for the obligations of the other.
"Account" means collectively or individually any brokerage Account and/or any Advisory Program Account you have with us,
including any and all funds, money, securities and/or other property you have deposited with us. "Securities and/or Other
Property" means, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and
related contracts and options, distributions, proceeds, products and accessions of all property.
Services, Fees and Compensation
Types of Advisory Services
We sponsor a number of wrap fee advisory Programs that are designed to help you meet your investment objectives and goals.
They include Unified and Separately Managed Account Programs ("SMA"), Mutual Fund Advisory Programs, Financial Advisor
("FA") Directed Programs and Non-Discretionary, Client Directed Advisory 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 Personalized Unified Managed Account Program ("Personalized UMA"), FundSource Program,
Private Advisor Network Program and Customized Portfolios Program (each a "Program", and collectively, "the Programs") below.
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.
Advisory Programs
The investment advisers, affiliated and unaffiliated separate account investment advisers ("Managers"), mutual funds, Exchange
Traded Funds ("ETFs"), advisory annuities and alternative investments that are selected for these Programs employ methods of
analysis that are described in the WFA or the adviser's Disclosure Document. Each adviser employs a variety of investment
strategies depending on the investment objectives, financial circumstances, risk tolerance and any restrictions you have indicated.
Such strategies ordinarily include long or short-term purchase of securities and, depending on your objectives and the adviser's
style, supplemental covered option writing. We also offer certain strategies that include margin transactions, other option or trading
strategies or short-sale transactions.
Regardless of which Program you select, you will retain the right to: withdraw securities or cash; vote on shareholder proposals of
beneficially owned security issues, or delegate the authority to vote on such proposals to another person; be provided, in a timely
manner, with a written confirmation or other notification of each securities transaction, and all other documents required by law to
be provided to security holders; and proceed directly as a security holder against the issuer of any security in your Account and
not be obligated to join any person involved in the operation of the applicable Program, or any other Client of the applicable
Program, as a condition precedent to initiating such proceeding.
A Client request to establish or terminate Program services, including contribution and withdrawal activity, is not considered a
market order due to the administrative processing time needed to establish your advisory Account. We will initiate Program
services for new Advisory Program Accounts within a reasonable amount of time, generally within 15 days, after your execution of
any required Account documentation, approvals and funding of the account. Until we initiate Program services with respect to a
new Advisory Program Account, your assets will be held in a brokerage Account for which you will be solely responsible for
making any investment decisions with respect to the assets. During such time, we will not act as an investment adviser with
respect to the assets. If you transition from one Program to another, we will effectuate the transition within a reasonable amount
of time, generally within 15 days, after our receipt of your instruction to make the change. As part of a transition from one Program
to another and until such a transition is complete, a transitioning Account may for a reasonable period of time, generally not
exceeding 15 days, hold positions that do not directly align with the newly selected strategy and Program or the strategy selected
for the prior Program. As a result, transitioning Accounts may be subject to market volatility in a manner that is different than that
associated with the prior or newly selected Program strategy. A transitioning Account will continue to be subject to the fees
associated with the Program that it is being transitioned from until the transition is complete.
Clients of financial advisors who are transitioning from another financial institution to WFA may receive transitionary portfolio
analysis services at the inception of their enrollment in the Personalized UMA Program. The Advisory Fee is assessed during the
period that such services are provided, which is generally less than 60 days. During this period, impacted accounts are generally
not actively allocated to a third-party or WFII managed investment strategy and trading activity may be minimal. Your Program
Features and Fee Schedule indicates if transitionary portfolio services are being delivered and is updated when the services are
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completed.
As described below in the "Other Financial Industry Activities and Affiliations" section, we are engaged in a wide range of
securities services. The advice given and action taken in the performance of our duties to you will differ from the advice given, or
the timing and nature of action taken, with respect to other Program Clients and/or Clients in other advisory Programs.
Additionally, there are times that we are limited in our ability to divulge or act upon certain information we possess as a result of
investment banking activities or other confidential sources.
Personalized Unified Managed Account ("Personalized UMA")
Upon reviewing your investment needs, objectives and risk tolerance, we will assist you in selecting among various investment
options available within the Program, which includes investments in affiliated and unaffiliated Managers, mutual funds, ETFs,
advisory annuities, and alternative investments, each known as a strategy. The Program offers three investment strategy types:
• Single Strategy, where you select one strategy of a certain affiliated or unaffiliated Manager per Account.
• Multi Strategy Optimal Blends, where you select target allocations comprised of strategies of certain Managers, mutual
funds and/or ETFs designed for Clients with various investment objectives. These Optimal Blends are based upon Manager,
mutual fund and ETF due diligence provided by our affiliate, WFII.
• Multi Strategy Custom Blends, where you create your own custom target allocations consisting of multiple strategies of
Managers, mutual funds, ETFs, advisory annuities and/or alternative investments in one Account.
The intent of the Program is to offer a competitive roster of high-quality Managers, mutual funds, ETFs, advisory annuities and
alternative investments representing a broad array of investment asset classes and approaches. The varied asset classes and
investment styles are generally intended to be complementary in nature with respect to their combined diversification and risk/
return-based characteristics.
Single Strategy and Multi Strategy Investment Options
Single Strategy offers you access to one strategy within an Account. Single strategy Accounts may invest in Managers, WFA
constructed strategies from the Allocation Advisors and Wells Fargo Compass series of portfolio strategies, WFII constructed
Strategies and all of the available FundSource® Optimal Blends.
Optimal Blend portfolios are based on WFII's, analytical process that focuses on both the merits of an investment strategy and on
how the various strategies on our roster complement each other. We offer Multi Strategy Optimal Blends comprised of Managers,
mutual funds and/or ETFs on our roster that complement one another. The combination and allocation strategy of the selected
investment strategies are based on our determination of the appropriate target asset allocation and/or risk/return profile for your
investment objective and risk tolerance. The strategies and/or funds and allocations are modified from time to time based upon
changes in asset allocation guidance or our assessment of factors impacting individual funds or particular combinations.
Multi Strategy Custom Blend allows you to create your own combination of strategies all within a single Account. With the help of
your Financial Advisor, you will choose a percentage target allocation for each strategy you select. Available strategies include
Managers, the portfolio strategies of Allocation Advisors, Wells Fargo Compass, WFII Fixed Income Strategies Team,
FundSource® Optimal Blends, ETFs, individual mutual funds, advisory annuities and, effective in the first quarter of 2025,
alternative investments. Alternative investments include alternative investment vehicles that require execution by the client of
either certain third-party fund documentation or other documentation to direct a specific invest (such as hedge funds, certain real
estate funds, private equity funds, certain credit funds, certain interval funds, exchange funds that provide exposure to a diversified
portfolio of securities in exchange for contributions of restricted securities, certain tender offer funds, as well as co-investments,
special purpose vehicles, and other fund structures that provide exposure to private company securities and real estate)
("Alternative Investments").
We recommend that you construct your Custom Blend prudently. While the simplicity of having multiple strategies in a single
Account could be attractive to you, combining too many strategies in a single Account can create a negative experience. Please
consider the number of securities held by each strategy, their security sizes and turnover when constructing a Custom Blend.
Features of Personalized UMA
Trading Authorization
Except for investments in an advisory annuity or Alternative Investment, WFA or the Manager will have discretion over the day-to-
day investments of the Account. Who you grant trading authorization depends upon the strategies you have chosen.
Trading Authority - Where an Account or a portion of your Account is allocated to a Manager, the Manager participates in one of
two ways:
a) Discretionary Managers - Discretionary Managers are responsible for the day-to-day investing of your assets participating
in their selected investment strategy. We will not be responsible for any decision made by a Discretionary Manager as to the
day-to-day management of your assets.
b) Model Managers - Model Managers provide their investment strategy to us, designating us as the Manager. When
designated as the Manager, we will manage that portion of your Account on a discretionary basis, including the day-to-day
investing of assets, based on the advice provided to us by each Model Manager with respect to the securities and other
investments to be purchased and sold for a particular investment strategy. We will implement the Model Manager's
recommendations, but the recommendations must be within our policies and subject to any reasonable restrictions you choose
to impose. Manager Profiles associated with the selected Manager Strategy will indicate when the Manager is acting as a
Model Manager. Model Managers include, third-party affiliated and unaffiliated managers, WFII (in the case of Allocation
Advisors, Wells Fargo Compass and FundSource Optimal Blends) and Russell Investments (in the case of Pathways models).
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In addition to acting as a Model Manager, we also have discretion to direct transactions in the following circumstances:
a)
rebalancing a Multi Strategy Account as you directed to maintain levels in conformance with your target allocation when
the actual allocation within Managers/strategies varies by more than certain established percentages from your target
allocation, whether as a result of market changes or additions to, or withdrawals from, the Account;
any gain or loss selling that you request;
b)
c)
selling securities being added to the Account, initially or during the term of the service, that are not compatible with the
Manager's investment model portfolio;
d)
liquidating all or a portion of the Account as requested should you terminate the Personalized UMA Program Account;
and
e)
under certain circumstances, we retain the right to use discretion to direct trades and notify the Managers after those
trades are completed.
Investment Selection Discretion
Effective upon the affirmative written consent of existing and new Clients, electing Clients have the option to grant WFA with
discretionary authority to determine Clients’ asset allocation and individual investments in separately managed account strategies,
Managers, mutual funds, ETFs, or portfolio investment strategies offered within the Personalized UMA Program (“Investment
Selection Discretion”). Clients may elect to grant WFA with Investment Selection Discretion in the Program Features and Fee
Schedule or by contacting their Financial Advisor. If a Client chooses to grant WFA with Investment Selection Discretion, WFA will
have the ability at any time, upon review of a Client’s investment objectives and available investments in the Program, to change
the investment strategy and asset allocation in a Client’s Advisory Program Account. For example, if a Client is invested in a Multi
Strategy Account with an allocation of 50% in Strategy A and 50% in Strategy B, WFA may determine that the Client should invest
in Strategy C. In that event, WFA may, for example, reallocate Client’s assets from Strategy A and Strategy B, such that the
Client’s asset allocation is now 40% Strategy A and 40% in Strategy B, with 20% allocated to Strategy C. If a client chooses to
grant WFA with Investment Selection Discretion, WFA can and will alter electing Clients’ asset allocations and selection of
investment strategies without prior notice to the Client or the Client’s prior consent.
Investment Selection Discretion will not include discretion to purchase or liquidate annuities or Alternative Investments, or to
allocate among investment options available within an annuity. Therefore, even if you grant WFA with Investment Selection
Discretion, you will retain sole authority and responsibility for making decisions and complying with the terms of the investment
contracts relating to annuities and Alternative Investments, including purchases, liquidations, partnership votes, transfers, capital
calls and investment selection decisions for annuities.
WFA will generally exercise Investment Selection Discretion through its Financial Advisors, who will generally be the individuals
making the associated investment decisions. Certain Financial Advisors may choose not to offer Investment Selection Discretion
as a Program option or may not meet WFA’s standards for exercising and offering Investment Selection Discretion.
Strategies managed by Allspring Global Investments, LLC (“Allspring Global Investments”) in its role as either a Discretionary
Manager or Model Manager will not be available in ERISA and IRA accounts that WFA manages with Investment Selection
Discretion. In addition, certain strategies managed by Allspring Global Investments (Managed DSIP, Managed DSIP II, ESG
Managed DSIP, Current Equity Income, and Income Multi Asset Portfolio (collectively, the “Equity Income Strategies”)) will not be
available in any taxable accounts that WFA manages with Investment Selection Discretion. As a result, such Client accounts will
not have the ability to participate in certain investment opportunities, which could lead to lower returns for such Clients. Clients
should consider this limitation when evaluating whether to grant WFA with Investment Selection Discretion.
You may choose to retract your grant of Investment Selection Discretion to WFA at any time by contacting your Financial Advisor.
WFA’s decision to change a Client’s investment strategy or asset allocation could result in the realization of capital gains or create
other tax liabilities. In addition, fees that Clients pay to Managers could materially increase or decrease as a result of WFA
changing Clients’ investment strategy or asset allocation, as Managers charge varying fees. Please refer to the “Personalized
UMA Program Fee” Section below for more information on fees.
For clients of introducing firms that operate through First Clearing, the Investment Selection Discretion described in this Disclosure
Document can be granted to a client’s Registered Investment Advisor, as defined in the client’s Program Features and Fee
Schedule, and is not granted to WFA. As such, the Registered Investment Advisor would be the party exercising the related
authority described herein. When exercising Investment Selection Discretion, Registered Investment Advisors operating through
First Clearing are not subject to the limitations on the utilization of strategies managed by Allspring Global Investments described
in this section.
Manager/Allocation Changes
If you grant WFA with Investment Selection Discretion, WFA will have the authority to change the Manager, mutual funds or ETFs
you have selected without your prior authorization.
If you do not grant WFA with Investment Selection Discretion, WFA will generally not change the Manager, mutual funds or ETFs
you have selected without your prior authorization. However, WFA periodically reviews each Manager's qualifications, generally
based on input from WFII's Global Manager Research team, and reserves the right to remove and replace the Manager if it finds
the Manager no longer meets WFA's standards. If you do not grant WFA with Investment Selection Discretion, we will notify you in
advance if a Manager in your Account is going to be removed from the Program. As part of the removal process, we will propose a
replacement Manager, as applicable. If you do not object to the replacement Manager, or select another available Manager, you
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will be deemed to have consented to and appointed the replacement Manager. If you object to the replacement you have the
option to terminate your participation in the Program without penalty. To the extent that a removed Manager invests in mutual
funds proprietary to the Manager and the Manager is no longer part of the Program, we will liquidate these positions upon
termination of the Manager's services. Any securities traded as a result of such changes could result in tax consequences.
Reasons for removing a Manager include, but are not limited to, failure to adhere to expected investment objectives or a given
management style, a material change in the Manager's professional staff, unexplained poor performance, or dispersion of Client
Account performance. Similar factors are considered in replacing mutual funds or ETFs within Personalized UMA.
If you do not grant Investment Selection Discretion to WFA, for a Single Strategy or Multi Strategy Custom Blend, you have the
ability to remove and/or replace a Manager, mutual fund or ETF from your Account. The Program is not intended to serve as a
vehicle for frequent Manager, mutual fund or ETF switching in response to short-term fluctuations in the securities markets.
Program services are designed as long-term investments and, therefore, are not appropriate for "market timing" or other trading
strategies that entail rapid or frequent investment and disinvestment, which could disrupt orderly management of the various
investment portfolios available in the Service ("disruptive trading"). If disruptive trading activity is detected in Client Accounts, we
reserve the right to take appropriate action to stop such activity. We reserve the right to modify these policies at any time.
Withdrawals could cause the individual Manager allocations to fall below the Manager minimums. Managers reserve the right to
resign from the management of their allocation should the minimum fall to a point where they can no longer effectively manage the
allocation.
Advisory Annuities within Personalized UMA
Within a Personalized UMA Multi Strategy Custom Blend you have the ability to purchase, on a non-discretionary basis, certain
advisory annuities included on our Allowable List that are in an advisory share class or I-share class. We will not have investment
discretion over the advisory annuity assets in your Account and you authorize WFA or its agent to implement your investment
decisions and process all transactions related to your purchase of any advisory annuity in the Account. In addition, any
confirmations for transactions related to the advisory annuity must be sent to you even if you have elected to suppress
confirmations on other discretionary assets within the Personalized UMA Account. Advisory annuities will not be available to
clients of introducing firms that operate through First Clearing as part of the Personalized UMA Multi Strategy Custom Blend.
For advisory annuities, consider any charges and fees, including mortality and expense charges, administrative charges, and
investment management fees and applicable 12b-1 fees for the portfolio options. These charges and fees are in addition to the
advisory fee we charge and will reduce the value of your Account and return on your investment. If you have selected a rider, or
optional feature, there is typically an additional cost. Annuity contracts are available in several price structures at WFA. In addition
to the advisory annuity contract fees and expenses, you will be charged an advisory fee based on the terms set forth in your
advisory Client Agreement. This advisory fee will not be taken from the advisory annuity contract. Over time, your total expenses
to own an advisory annuity inside your investment advisory Account will exceed the total expenses to own a similar annuity
outside your investment advisory Account.
Certain advisory annuities that are available in Personalized UMA contain sub-accounts that are managed by an affiliate of ours.
In these instances you should understand that our affiliate is compensated for performing that service and this creates a potential
conflict of interest whereby we, or our affiliates, earn additional compensation. We intend, however, to make all recommendations
independent of such considerations and based solely on our obligations to consider your objectives and needs.
Alternative Investments within Personalized UMA
Effective in the first quarter of 2025, within a Personalized UMA Multi Strategy Custom Blend you have the ability to purchase, on
a non-discretionary basis, certain Alternative Investments. We will not have investment discretion over the Alternative Investments
in your Account. You authorize WFA or its agent to implement your investment decisions and process all transactions related to
your purchase of any Alternative Investment in the Account; provided, however, you are responsible for completing and executing
any documentation required by an Alternative Investment manager to effectuate such decisions. In addition, any confirmations for
transactions related to the Alternative Investment must be sent to you even if you have elected to suppress confirmations on other
discretionary assets within the Personalized UMA Account. Alternative Investments will not be available to clients of introducing
firms that operate through First Clearing as part of the Personalized UMA Multi Strategy Custom Blend.
Alternative Investments are not suitable for all investors. Alternative Investments, particularly hedge funds, are complex
investment vehicles that often use leverage and other speculative investment practices, such as short sales, options, derivatives,
futures and illiquid investments that could increase the risk of investment loss. Managed futures are speculative investments that
are subject to a significant amount of risk. Certain Alternative Investment products are illiquid and may have investment horizons
of ten years or more. In addition, investors who purchase Alternative Investments will pay fees and expenses charged by the
underlying Alternative Investment vehicle. These fees and expenses are significant and are in addition to the advisory fee we
charge. Fees and expenses charged by Alternative Investments will reduce the value of your Account and return on your
investment. Prospective investors must be provided a risk-disclosure statement. This Disclosure Document is not a solicitation,
recommendation or invitation to invest in Alternative Investments and is intended solely to disclose the availability of Alternative
Investments. Over time, your total expenses to own an Alternative Investment inside your investment advisory Account will be
greater than the total expenses to own a similar Alternative Investment outside your investment advisory Account. In making the
decision to invest in an Alternative Investment, you should consider the risks associated with that investment and your ability to
bear those risks, including the potential for substantial volatility, loss of the investment and lack of liquidity for substantial periods.
You should also consider the value of the advisory services provided with respect to illiquid positions and whether it would be in
your best interests to hold those Alternative Investments in a brokerage account that is not subject to ongoing asset-based fees.
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Multi Strategy Rebalance Options
The target allocation you select applies at the time the Account is established in the Personalized UMA Program. Additions to and
withdrawals from your Account will generally be allocated based on the target allocation unless you instruct us otherwise.
Fluctuations in the market value of assets, as well as other factors, however, will affect the actual allocation in the Managers/
strategy at any given time. In order to maintain your overall Account with us in conformance with your target allocation among
Managers/strategies, we will automatically rebalance, or direct the rebalancing of, the Account periodically if the levels of the
Managers/strategies vary by more than certain established percentages from the target allocation. You have the ability to request
a rebalance of your Account. Allocations to advisory annuities an Alternative Investments are not included in periodic rebalancing.
Description of Available Strategies within Personalized UMA
Allocation Advisors Portfolio Strategies
Allocation Advisors strategies enable you to invest in discretionary portfolios developed by either our affiliate, WFII, or an
unaffiliated Manager who has been contracted by us for their management expertise, and who provides their investment strategy
to us. Allocation Advisors strategies are designed to provide a disciplined approach to meet the varying objectives and needs of
Clients through objective-based or asset allocation portfolios.
Allocation Advisors strategies include the Strategic ETF strategies, the Cyclical Asset Allocation Portfolios Plus ("CAAP Plus")
strategies, the Tactical ETF strategies, the ESG Aware strategies, the Intuitive Investor ETF strategies, the Active/Passive and
Tactical Active/Passive strategies. These strategies are developed with a focus on a risk, return, and correlation between asset
classes, while taking into consideration asset allocation guidelines based upon various time frames. The unaffiliated Managers,
Morningstar Investment Management, LLC and Laffer Investments, also develop Allocation Advisors strategies. The services they
provide are limited to the delivery of their investment model.
Allocation Advisors strategies ordinarily consist of ETFs, exchange-traded notes ("ETNs"), closed-end funds, open-end mutual
funds and other securities. We or the unaffiliated Manager determines both the asset allocation and security selection utilized in
the Portfolios, and will review those selections periodically. Both the asset allocation and/or securities utilized in these strategies
can be adjusted or replaced at any time. Allocation Advisors strategies are managed separately and are not pooled.
To meet investors' individual needs for diversified portfolio solutions, the Allocation Advisors strategies offers various families of
discretionary portfolios. Each family is managed with a different approach to asset allocation, as described below, which are based
on time horizon or a unique portfolio objective: strategic, tactical, cyclical or objective oriented. Within each family, the portfolios
offered bring together the portfolio investment objective (Income, Growth & Income, and Growth) along with a degree of risk
tolerance (Conservative, Moderate, and Aggressive). These investment objectives are defined later in this document.
The investment process used to select the securities utilized within the strategies for the various asset classes is based primarily
on how well the various securities have tracked the specific index or market sector for which the security represents. The
strategies are comprised of ETFs that have a high correlation to their underlying index. However, the performance of the index-
related ETFs will vary somewhat due to transaction costs, market impact and corporate actions such as mergers and spin-offs.
Portfolio Strategy Series
The Strategic ETF strategies utilize an asset allocation approach based on WFII's recommended long-term strategic guidelines,
with an outlook of generally 10-15 years. WFII reviews the long-term strategic recommendations on a periodic basis and changes
the asset allocation recommendations from time to time in light of new research and analysis.
We offer nine Strategic ETF strategies: Conservative Income, Moderate Income, Aggressive Income, Conservative Growth &
Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate Growth and Aggressive
Growth.
The Cyclical Asset Allocation Portfolios Plus (CAAP Plus) strategies utilize an asset allocation approach that re-evaluates
capital market assumptions at least every three months, while managing the strategies with a time horizon of three to five years.
These strategies do not mirror the asset allocations utilized in either the Tactical ETF strategies or Strategic ETF strategies, but
follow generally similar but separate capital market assumptions. These assumptions are based on a cyclical asset allocation
approach developed by us, based on our belief as to where we are in the current market cycle (generally a 3-5 year timeframe)
instead of over several economic cycles (generally 10-15 year timeframe). At times, the CAAP Plus strategies over or underweight
certain sectors with respective sector-related exchange-traded products ("ETPs"), which are designed to track specific market
industries or asset classes. We determine the sector over or underweight positions in the strategies.
We offer seven CAAP Plus strategies: Moderate Income, Conservative Growth & Income, Moderate Growth & Income, Moderate
Growth & Income Tax Managed, Conservative Growth, Moderate Growth and Aggressive Growth.
The Tactical ETF strategies utilize the most active, or tactical, approach to asset allocation amongst the Allocation Advisor
strategies. While utilizing our recommended long-term strategic asset allocation guidelines (generally 10-15 year outlook) as the
basis for the asset allocation for these portfolios, the Tactical ETF strategies also incorporate short-term adjustments generally
looking out six to eighteen months. These short-term tactical adjustments reflect our current thinking about near-term risks and
opportunities, and are implemented in the strategies on an ad-hoc or as needed basis.
We offer nine Tactical ETF strategies: Conservative Income, Moderate Income, Aggressive Income, Conservative Growth &
Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate Growth and Aggressive
Growth.
The Active/Passive and Tactical Active/Passive strategies utilize an asset allocation approach based on our recommended
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long-term strategic guidelines, with an outlook of generally 10-15 years. We review our long-term strategic recommendations on a
periodic basis and change the asset allocation recommendations from time to time in light of new research and analysis. The
strategies are comprised primarily of a combination of ETFs and mutual funds. The combined use of these products provides
access to passively managed index correlated investments blended with an allocation of actively managed funds to help actively
manage risk and potentially improve the risk/reward profile of the strategies. However, the performance of the index-correlated
securities will typically lag the index due to expenses. In addition to the combination of ETFs and mutual funds, the Tactical Active/
Passive strategies also employ a blend of more traditional low-cost ETFs and complementary "Smart Beta ETFs." Smart Beta
ETFs seek to enhance strategy construction by systematically weighting underlying securities by factors other than just the size of
the companies or issuances. While utilizing our recommended long-term strategic asset allocation guidelines, the Tactical Active/
Passive strategies also incorporate short-term adjustments generally looking out six to eighteen months. These short-term tactical
adjustments reflect our current thinking about near-term risks and opportunities and are implemented in the strategies on an ad-
hoc or as needed basis.
We offer nine Active/Passive and Tactical Active/Passive strategies: Conservative Income, Moderate Income, Aggressive Income,
Conservative Growth & Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate
Growth and Aggressive Growth.
The Environmental, Social and Governance ("ESG") Aware strategies seek to incorporate investment products with greater
awareness of ESG factors relative to other potential investments within a given asset class, economic sector, industry and/or
geographic region. The products used either have specific ESG-related mandates or employ investment processes that
incorporate ESG screening/awareness as part of their overall investment selection and risk management process. The overall
intent is to favor investment approaches that are conscious of, and tend to collectively promote, environmental sustainability,
responsible corporate citizenship and social impact, and fair and ethical business practices and corporate governance. It should
be recognized that there will be asset classes where, or periods when, a desired ESG-oriented product is not currently available
for use. Under such occurrences, a broader market ETF or mutual fund would be used to maintain overall desired portfolio
exposures and diversification.
The strategies are primarily comprised of a combination of mutual funds and ETFs for which the mix will be based on the
availability of recommended ESG-oriented products, the desired overall strategy allocation and other criteria intended to enhance
strategy risk/return potential. In addition to the potential selective use of broad market ETFs, the ETFs used will include those
systematically managed based on specified investment parameters and ESG criteria. Combining passively or systematically
managed ETFs with actively managed funds can help enhance overall diversification and potentially improve the risk/reward
profile of the portfolios. While ETF products often attempt to closely track specified market indices, the performance will typically
lag the index due to expenses.
We offer the following six ESG Aware strategies: Conservative Growth & Income, Moderate Growth & Income, Aggressive Growth
& Income, Conservative Growth, Moderate Growth and Aggressive Growth.
The Intuitive Investor® ETF strategies utilize an asset allocation approach based on WFII's recommended long-term strategic
guidelines, with an outlook of generally 10-15 years. WFII reviews the long-term strategic recommendations on a periodic basis
and changes the asset allocation recommendations from time to time in light of new research and analysis. These strategies allow
you to invest in one of several discretionary asset allocation strategies that are diversified across multiple asset classes. The
Intuitive Investor ETF strategies consist of a blend of traditional low-cost ETFs and complementary "Smart Beta ETFs." Smart
Beta ETFs seek to enhance portfolio construction by weighting underlying securities by means other than just the size of the
companies. These alternative ways to weight portfolio constituents can employ some of the same screening processes and
optimization techniques used by active managers, but with systematic approaches to track referenced benchmarks helping to
substantially reduce fund expenses in relation to fully active management.
We offer the following nine Intuitive Investor ETF strategies: Conservative Income, Moderate Income, Aggressive Income,
Conservative Growth & Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate
Growth, and Aggressive Growth.
The Morningstar Strategic ETF strategies follow the guidelines set forth by Morningstar Investment Management, LLC, a
registered investment adviser that is unaffiliated with us. We offer five Morningstar Strategic ETF strategies: Moderate Income,
Conservative Growth & Income, Moderate Growth & Income, Moderate Growth and Aggressive Growth.
We also offer the Morningstar ETF Multi-Asset High Income strategy. This objective oriented strategy offers the Morningstar
model of asset allocation with an explicit preference for yield. The types of securities contained within the selected ETFs for
investment in this strategy include but are not limited to: U.S., international developed market and emerging market debt
obligations; U.S., international developed market and emerging market equities; preferred stocks; real estate investment trusts
(REITs); mortgage REITS; Master Limited Partnerships; Royalty Trusts; and Business Development Corporations (BDCs). Debt
obligations include, but are not limited to, investment-grade bonds; high yield (non-investment grade or unrated) bonds; U.S.
Treasury or agency securities; U.S. Treasury inflation-protected securities (TIPS); certificates of deposit; commercial paper;
mortgage-backed or asset-backed securities; floating-rate securities; loan portfolios; and taxable municipal bonds. The strategy
invests in ETFs that employ what are referred to as "alternative" strategies or asset classes. These include but are not limited to
trading strategies to accentuate returns or manage risk using futures, forward contracts, options, swaps or other derivative
securities, or by short-selling. Other strategies they use could include managed futures, investment in illiquid assets or assets with
limited liquidity, or other non-traditional assets. A substantial majority of the securities are expected to produce current income,
although some could be held for diversification, appreciation or potential future income. Morningstar monitors the portfolio on an
ongoing basis which leads to the holdings being more actively managed than Morningstar Strategic ETF strategies. Morningstar
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has the ability to adjust positions at any time to reposition the strategy, reduce risk, or improve the strategies' risk/return profile.
Wells Fargo Compass Asset Allocation Strategies
Wells Fargo Compass asset allocation strategies are designed by our affiliate, WFII to provide a disciplined approach to meet the
varying objectives and needs of Clients. Our services generally rely on fundamental securities analysis with some emphasis on
charting or cyclical analysis as well. Each Wells Fargo Compass strategy is developed by utilizing a combination of these analysis
methods in the management of the strategy. Program quality and concentration requirements are established to provide an overall
discipline and structure. Such strategies ordinarily include long- and short-term purchase of equity and fixed income securities,
ETFs, ETNs, open-end mutual funds and closed-end mutual funds ("CEFs").
The Wells Fargo Compass asset allocation strategies utilize a tactical asset allocation approach. While following our
recommended long-term strategic asset allocation guidelines which represents our 10-15 year strategic outlook, these strategies
also incorporate short-term adjustments generally looking out six to eighteen months. These short term tactical adjustments reflect
our current thinking about near-term risks and opportunities, and are implemented in the Program strategies on an ad-hoc or as
needed basis.
To meet investor needs for diversified solutions, based upon individual investment and risk objectives, we offer the following six
Wells Fargo Compass asset allocation strategies: Conservative Growth & Income, Moderate Growth & Income, Aggressive Growth
& Income, Conservative Growth, Moderate Growth, and Aggressive Growth.
To achieve these objectives the strategies invest in domestic stocks, preferred stocks, convertible securities, CEFs, ETFs, ETNs,
investment-grade obligations or high-yield obligations. ETFs and CEFs are used to manage allocation across all asset classes.
They provide suitable levels of liquidity, diversification, and, in some cases, transaction costs that are attractive to the Manager(s)
as they set their core strategy.
Equity Optimization Strategies
Equity Optimization strategies ("EO Strategies") are managed by WFII and generally seek to track, as a primary objective, the risk
and return characteristics of a selected index by directly investing in a subset of securities included in the index. The EO
Strategies employ, as a secondary consideration, tax sensitive management techniques including tax-loss harvesting. As such,
the EO Strategies are designed for use in taxable Accounts. To the extent a client chooses to select an EO Strategy for use in a
tax-exempt account, including as part of an effort to track the risk and return characteristics of a modified index, no tax sensitive
management benefits will be achieved and the fees associated with the EO Strategy will exceed those associated with certain
other products that seek to track the risk and return characteristics of a standard, unmodified index.
Clients may choose to fund EO Strategies with client owned securities that have imbedded taxable gains. However, when an EO
Strategy is incepted in an Account, such holdings may be partially or entirely liquidated as the strategy pursues its primary
objective, which is generally to track the risk and return characteristics of a selected index. For instance, securities that are used
for funding and that are not included in the selected index and that are not otherwise compatible with the risk and return
characteristics of the index will be sold without regard to potential tax consequences of such sales. Further, securities that are
used for funding and that are included in the selected index or are otherwise compatible with the risk and return characteristics of
the index may also be sold as the Account is diversified and positioned to pursue the risk and return characteristics of the selected
index or other primary objective. The sale of such securities during the strategy inception process may result in significant tax
liabilities for clients. Clients should carefully review the Equity Optimization Strategy profile sheet that is provided to them before
or at the time that they enroll in an Equity Optimization Strategy for more important information about the particular strategy they
have selected.
Tax-Loss Harvesting in EO Strategies
Clients should consult with their personal tax advisor when considering allocating their Account or a portion of their Account to
strategies using tax-loss harvesting methods. It is the responsibility of You and Your tax advisor to determine whether a loss in
Your Account may be used to offset taxable capital gains, how the loss is reported to the IRS, and whether the transaction is a
"wash sale" under IRS rules. Neither WFA, your Financial Advisor nor WFII is responsible for monitoring or preventing
transactions in your or your Spouse's other taxable or non-taxable accounts that may result in a "wash sale." For Accounts using a
Multi Strategy Custom Blend, a "wash sale" can occur within the Account since the EO Strategy portfolio manager is not aware of
the trading activity in other portions of the Account. You should carefully consider how you combine the investment options
available within the Personalized UMA Program.
(Note: WFA does not render legal, accounting, or tax advice. Please consult your tax or legal advisors before taking any action
that has tax consequences).
Fixed Income Strategy Team Portfolios
WFII Fixed Income Strategy Team ("FIST") portfolios are managed on a fully discretionary basis by FIST portfolio managers. FIST
handles the day-to-day investment management of your Account in accordance with your stated investment objectives as
communicated to FIST by your WFA Financial Advisor. These fixed income portfolios specialize in meeting the unique needs of
sophisticated individuals and select institutions and follow a disciplined portfolio management approach. The portfolios are
customized based on several factors including income and liquidity needs, risk tolerance, tax status and time horizon. FIST
portfolio managers manage Accounts to the appropriate duration while adhering to the maximum effective maturity allowed for the
strategy using a full range of investment grade bonds. While not typical, in some instances the FIST portfolio manager will find it
necessary or preferable to hold bond positions that are below investment grade. FIST portfolio managers will use discretion as to
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the timing of the disposition (or retention) of positions used to fund an Account initially or positions that are transferred into an
Account. Client Accounts are managed separately and are not pooled.
FIST maintains the right to direct orders in fixed income securities to the Wells Fargo Bank, N.A. fiduciary services trade desk
("WFB Trade Desk") rather than WFA. The WFB Trade Desk effects orders through unaffiliated broker-dealers and/or electronic
communications networks, alternative trading systems and other such execution systems and trading venues. Wells Fargo Bank,
N.A. is not a broker-dealer, does not mark-up or mark-down the securities, nor trade on a principal basis with orders placed with
the WFB Trade Desk. For orders directed to the WFB Trade Desk, WFA compensates Wells Fargo Bank, N.A. for services
performed for our Clients. However, we do not pass these costs on to our Clients. WFII's brokerage practices are described in
Item 12 of WFII's Form ADV Part 2A which is delivered to Clients that have selected a portfolio managed by FIST. WFII's current
Form ADV Part 2A is also available upon request to your Financial Advisor. WFII is a wholly owned subsidiary of Wells Fargo
Bank, N.A.
Personalized UMA Optimal Blend Models
Optimal Blends are built based on specified investment objectives, risk/return profiles and/or targeted asset allocations
incorporating various exposures to the following major asset classes: cash alternatives, commodities, and domestic and
international equity and fixed income securities. Optimal Blends can also incorporate asset allocation funds, alternative strategy
mutual funds or other select funds that utilize derivatives, short-selling, leverage and other strategies to meet stated investment
objectives, enhance diversification, hedge risks, accentuate returns or facilitate certain market exposures or more dynamic
allocation changes. The allocation targets are generally based on longer-term risk/return assumptions for varied asset classes or
investment strategies and change from time to time in light of new research and analysis.
The stated investment objectives and/or allocation guidelines for the Optimal Blends provide the general basis by which these
portfolios will be managed. Below defines the objectives of each Optimal Blend available:
Investment Objective Based Optimal Blends
Conservative Income: Conservative Income investors seek current income and preservation of capital as primary goals. With
respect to risk considerations, investors are willing to forgo capital appreciation opportunities and accept lower levels of income
and total return in exchange for lower risk. To achieve the overall objective the vast majority of assets will be maintained in
investment grade fixed income, with relatively moderate exposure to equities (including REITs) and high-yield and emerging
market bonds for both return and diversification considerations.
Moderate Income: Moderate Income investors place emphasis on income generation versus capital appreciation. While the
growth of assets and the maintenance of purchasing power remain considerations and are reflected in measured risk-taking, these
objectives are constrained by both the income-generation objective and a greater emphasis on maintaining safety of principal.
Based on these combined goals, these investors are expected to remain predominately invested in fixed income investments,
including relatively moderate allocations to high yield and emerging market bonds, complemented by a moderate allocation to
broadly diversified equities.
Aggressive Income: Aggressive Income investors seek higher levels of current income, and, given a long-term time horizon and
the financial willingness and ability to risk investment capital to achieve their income objectives, will employ more aggressive,
higher-risk strategies that seek to offer higher potential income. In seeking to achieve its income objectives, the vast majority of the
blend's assets will generally remain in fixed income investments, complemented by broadly diversified and higher yielding equities,
including REITS. To accentuate yield, the fixed income portion will typically maintain substantial exposures to longer maturities and
high yield and emerging market bonds.
Conservative Growth & Income: Conservative Growth & Income investors are characterized as having the dual objectives of
generating both capital appreciation and current income while maintaining risk levels that are consistent with a more conservative
investment approach. Based on overall risk considerations, these investors seek growth of assets to meet financial goals and
protect purchasing power, while, relative to more aggressive mandates, maintaining safety of principal. As such, they are willing to
accept lower potential returns in exchange for lower risk. Based on the combined risk, return and yield objectives, the asset
allocation for these investors generally maintains the majority of assets in diversified fixed income investments, but with a
complementary significant allocation to broadly diversified domestic and international equities.
Moderate Growth & Income: Moderate Growth & Income investors are characterized as seeking both income and capital
appreciation while incurring moderate levels of risk. Investors seek to balance potential risk with their goals for current income and
moderate growth of capital. Based on these combined goals and risk considerations, both diversified fixed income and equities will
typically Account for significant portions of the overall asset allocation.
Aggressive Growth & Income: Aggressive Growth and Income investors are characterized as seeking significant growth of
capital and income with a higher tolerance for risk. The dual mandate, greater risk tolerance and longer-term time horizon allow
these investors to pursue higher-risk and generally more aggressive strategies that seek to offer higher potential returns.
Diversified equities typically represent the majority of the blend. In addition to seeking income through dividend-paying equities,
substantial fixed income exposure is generally maintained to enhance income yield and diversification.
Conservative Growth: Conservative Growth investors are characterized as seeking capital appreciation consistent with a
majority of assets being held in equities, but with broader diversification and a level of risk-reducing exposures that result in
volatility levels that are substantially below an all-equity portfolio. Investors seek growth of capital over current income, but with the
maintenance of a more conservative risk profile and willingness to accept lower returns in exchange for lower risk. Based on these
combined objectives, the majority of the asset allocation for these investors is maintained in broadly diversified equities, but with
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significant exposure to fixed income and other complementary assets to reduce risk.
Moderate Growth: Moderate Growth investors are characterized as primarily pursuing growth of principal and being willing to
tolerate volatility consistent with the maintenance of a primarily equity portfolio in pursuit of this objective. These investors do not
need their portfolios to provide current income, but will look to non-equity exposure as a means to reduce risk and further enhance
diversification. Based on these objectives, the asset allocation for these investors will remain predominately in diversified domestic
and international equities, while relying on fixed income securities to moderately temper the overall risk level. Within equities
considerable exposure will be maintained in asset classes with relatively higher longer-term growth potential, including mid- and
small-cap stocks and emerging markets.
Aggressive Growth: Aggressive Growth investors are characterized as seeking long-term capital appreciation as their primary
investment goal, with a long-term time horizon, little need for current income and a higher risk tolerance allowing for the potential of
considerable volatility and interim periods of substantial loss of capital in exchange for potential higher longer-term returns. Risk
levels are expected to be consistent with a broadly diversified all-equity portfolio. With an emphasis on long-term capital
appreciation, exposures to small- to mid-cap and developed and emerging market international equities will typically represent the
majority of the overall asset allocation.
Other Available Personalized UMA Optimal Blends
Moderate Growth & Income Tax Managed: To complement the Personalized UMA Multi Strategy Optimal Blends, we offer the
Personalized UMA Multi Strategy Moderate Growth & Income Tax Managed Optimal Blend. The Tax Managed blend is an asset
allocation portfolio intended for investors with tax sensitivity. This blend uses municipal bond separate Account strategies or funds
where possible within fixed income allocations. The equity separate Account strategies and funds within this blend tend to exhibit
lower portfolio turnover or employ other means intended to increase tax efficiency. We also generally favor strategies and funds
that have a bottom-up approach to investing (focused on individual company considerations, merits and investment holding
periods) as opposed to a top-down approach (more macro-economic focused) that could result in periods of substantially greater
turnover. Since tax efficiency is not typically a concern in qualified Accounts, the Moderate Growth & Income Tax Managed
Optimal Blend is not recommended for IRA or ERISA Accounts (Note: WFA does not render legal, accounting, or tax advice.
Please consult your tax or legal advisors before taking any action that has tax consequences).
FundSource Optimal Blends within Personalized UMA: FundSource is a separate discretionary investment advisory Program
offered by us that offers a broad array of mutual funds based Optimal Blends that are also available in Personalized UMA. The
FundSource Program is described in detail later in this document. All FundSource Optimal Blends are available within
Personalized UMA. FundSource Optimal Blends are available to you directly through the FundSource Program rather than through
Personalized UMA. However, Personalized UMA provides additional services and flexibility, such as the ability to combine a
FundSource Optimal Blend with other Multi Strategy Personalized UMA eligible money managers, eligible ETFs and/or other
eligible mutual funds within a single Account. Please see the FundSource section of this document for a detailed description of
these FundSource Optimal Blends.
Personalized UMA - Additional Information
WFII Strategies are not subject to the same due diligence process that is applied to other unaffiliated Managers or strategies that
participate in Personalized UMA. While WFII performs due diligence on the mutual funds included on the FundSource roster of
mutual funds, WFII does not perform due diligence specific to each FundSource Optimal Blend for inclusion in the Personalized
UMA Program.
WFA offers through its advisory programs, including Personalized UMA, various products that have similar or identical investment
strategies but different fee and/or expense arrangements, which could cause the same strategy to be more expensive when
offered as part of one product versus another. For example, mutual funds and separately managed account strategies are both
available in Personalized UMA and a Manager may offer the same strategy in both products. In such instances, a strategy is often
more expensive when offered as part of one product and not another. WFA will not always recommend or select the least
expensive product for a given strategy due to product minimums, tax consequences, or portfolio or product performance, among
other factors. The impact of such fee and expense arrangements on Client investment returns also varies based on the size of a
Client's initial investment, the length of time a Client holds the investment, and other factors.
Many ETFs and ETNs are passively managed portfolios designed to track the performance of a basket of securities or a certain
index. ETFs trade on an exchange the way individual stocks do. In simplest terms, passively managed ETFs are "baskets" of
securities that are designed to closely track the performance of specific indices, market sectors, or industries. ETFs should not be
confused with open-end mutual funds, from which they differ in significant ways. Unlike open-end mutual funds, ETFs are priced
and can be bought and sold throughout the trading day. Open-end mutual funds, which are used in the Allocation Advisors Active/
Passive Portfolios, generally have just one price per day, i.e., the net asset value ("NAV"), which is computed after the market
close.
Smart Beta ETFs seek to enhance portfolio construction by weighting underlying securities by means other than just the size of the
companies. These alternative ways to weight portfolio constituents can employ some of the same screening processes and
optimization techniques used by active managers, but with systematic approaches to track referenced benchmarks which can help
to potentially reduce fund expenses in relation to fully active management.
ETNs, like ETFs, trade on an exchange like stocks. ETNs are unsecured debt securities that are linked to the total return of a
market index. Investors receive a cash payment at the scheduled maturity or early redemption, based on the performance of the
index less investor fees. Unlike mutual funds that are required to make capital gain distributions to shareholders, an investor will
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only recognize capital gains or losses upon the sale, redemption or maturity of the ETN.
Passive investments, or more systematically managed investments, typically have lower embedded costs than actively managed
investments. As a result, the embedded costs of the underlying securities will be less when the portfolio allocation is tilted more
towards passively managed investments and increase when the portfolio manager shifts towards actively managed investments.
Utilizing our same asset allocation model with only passive investments, as offered through one of our other Allocation Advisor
Portfolios, could potentially provide similar investment results at a lower cost to you. In addition, mutual funds typically pay
additional compensation to us that passively managed ETFs do not. When certain investments are similarly situated, the difference
in financial arrangements between ETFs and mutual funds creates a potential conflict of interest in that we have an incentive to
weight the Portfolio with securities that pay us additional compensation. We intend, however, to make all investment decisions
independent of such financial considerations and based solely on our obligations to consider your objectives and needs.
Personalized UMA Fees
For the services provided to your Advisory Program Account, you will be charged an advisory fee (“Advisory Fee”) plus Manager
Fee(s) for each Manager selected within your Advisory Program Account (“Manager Fee”). The Advisory Fee is charged for the
services provided by WFA, including our investment advisory, execution, consulting and custodial services. When you open your
Advisory Program Account, you will be asked to indicate in the Program Features and Fee Schedule of your Client Agreement
whether you intend to purchase one or more advisory annuities and/or Alternative Investments. To purchase an annuity or
Alternative Investment, you will be required to execute separate paperwork, which you should review carefully. The value of any
purchased annuity or Alternative Investment will be included in the calculation of the value of assets subject to the Advisory Fee.
For Personalized UMA accounts of clients who work with a Registered Investment Advisor through First Clearing, the Advisory Fee
will be charged for the Registered Investment Advisor’s advisory services as well as the services provided by WFA. The Manager
Fee is charged for the advisory services provided by the Managers or Model Managers. We negotiate the Manager Fee with each
Manager or Model Manager based on a variety of factors, including the nature and quality of the services to be provided by the
Manager or Model Manager. Manager Fees generally range from 0.0% to 0.50%. Different Managers have different Manager
Fees. Each Manager’s fee may change at any time. Manager Fee information is updated periodically and is available at
https://www.wellsfargoadvisors.com/pdf/third-party-ext-mgr-fee-schedule.pdf or anytime upon request to your Financial Advisor.
In a Multi Strategy Account, the applicable Manager Fee rate applies to the assets within each respective strategy.
The Advisory Fee for the Personalized UMA Program, which is negotiable, is shown below. Some Accounts opened prior to
September 15, 2018 are subject to different fees. Please consult the Program Features and Fee Schedule of your Client
Agreement.
Advisory Fee
(annualized, calculated on your Account Value)
2.00%
As previously noted, your Advisory Account will, in addition to the negotiable Advisory Fee reflected above, be assessed Manager
Fees that generally range from 0.0% to 0.50% for any Manager strategy selected. For example, if a single Manager is selected to
manage all of the assets in your Account and that Manager assesses a 0.25% Manager Fee, your account would be assessed a
2.00% Advisory Fee and an additional 0.25% Manager Fee.
In a Multi Strategy Account, the applicable Manager Fee rate applies to the assets within each respective strategy. For example, if
Account assets were equally allocated between Manager A, which charges a Manager Fee of 0.50% and Manager B, which
charges a Manager Fee of 0.0%, the Account would be assessed a 2.00% Advisory Fee and the asset-weighted Manager Fees
would be assessed at an effective 0.25% fee rate at the Account level. If multiple Managers are selected, the asset-weighted
average Manager Fees will vary over time based on fluctuations in the relative value of assets allocated to each strategy. As
noted, individual Manager Fee information is updated periodically and is available at
https://www.wellsfargoadvisors.com/pdf/third-party-ext-mgr-fee-schedule.pdf or anytime upon request to your Financial Advisor.
If you grant Investment Selection Discretion to WFA, WFA will have complete authority to replace Managers or choose new
Managers without your consent. When WFA exercises such authority, it will select, without your consent, new Managers with
Manager Fees that may be materially greater or less than those assessed by existing Managers selected for the Account. For
example, your Account may incept with a Manager strategy with no fee and WFA may replace that Manager with another Manager
that assesses a 0.50% Manager Fee. If you would like to review Manager and associated Manager Fee changes before they are
implemented, you should not grant Investment Selection Discretion to WFA.
WFA offers similar or identical investment strategies with different fee arrangements, and your Financial Advisor is not obligated to
select the strategy that is least expensive for you. WFII, an affiliate of WFA, generally does not receive a Manager Fee when
acting as Manager. While there are generally no Manager Fees assessed on strategies offered by WFII, there are reputational,
marketing and other non-pecuniary benefits that accrue to Wells Fargo when WFII increases its assets under management. In
addition, Financial Advisors and WFA have an incentive to recommend or select WFII strategies that are offered for no fee at
account inception as doing so presents the opportunity to negotiate a higher Advisory Fee. This incentive is further described in
the General Information about Fees section below.
Mutual funds, ETFs, annuities and Alternative Investments have fees associated with them that you will pay above and beyond the
Advisory Fee and Manager Fee. These fees are embedded within the price of the mutual fund, ETF, annuity or Alternative
Investment. Please refer to the prospectus or applicable offering document for specific fees associated with a given mutual fund,
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ETF, annuity or Alternative Investment.
If any of your fee rates change intra-quarter, the new fee rate(s) will be applied starting on the next billing event. The next billing
event would be: the next quarter; or the next instance in which you deposit or withdraw cash from your Account if that occurs
before the next quarter. When you withdraw or deposit cash in your account, the new fee rate is used to calculate fees monthly in
arrears for the partial billing period until the next quarterly fee is assessed.
Personalized UMA Remote Advisory Service Option
We offer a remote advisory service with distinct features and a limited menu of investments. The minimum initial investment for the
remote advisory service is $25,000. In this service option, Clients are assigned to a group of Financial Advisors as opposed to a
dedicated Financial Advisor. Any Financial Advisor in the assigned group may provide service, advice, execute transactions, assist
Clients in investment/program selection, and discuss a Client's financial situation. Each Financial Advisor in a group may be
reassigned or replaced without prior notice to the Client, and there is no guarantee that the client will work with the same financial
advisor on any given occasion. This service model allows us to offer advisory services at a lower Advisory Fee but may result in
less personalized attention and continuity in a Client's advisory relationship. Financial Advisors in this remote service model do not
have investment selection discretion, nor can a Client request that the Financial Advisors in their assigned group have such
discretion. Fees for the service described in this subsection are included in the Program Features and Fee Schedule. Advisory
fees assessed as part of the remote service option described in this subsection are typically less than the Standard Personalized
UMA Advisory fee and are generally not negotiable.
FundSource® Program
FundSource® is a discretionary investment advisory Program that offers a broad array of mutual funds that invest in and across
different investment asset classes and employ varied approaches to investment management. WFII has created a number of
"Optimal Blends" that offer managed portfolios of recommended funds, based on its due diligence and asset allocation guidance,
and market exposures and fund combinations that it believes are appropriate for a number of different investment objectives.
Based on your investment objectives, financial circumstances and risk tolerance, your Financial Advisor will recommend either an
Optimal Blend or a Customized Blend, where you select a target allocation in consultation with your Financial Advisor. Once you
choose an Optimal or Customized Blend, the assets in your Account will be invested by your Financial Advisor on a discretionary
basis.
Our Optimal Blends are built based on specified investment objectives, risk/return profiles and/or targeted asset allocations
incorporating various exposures to the following major asset classes: cash alternatives, commodities, and domestic and
international equity and fixed income securities. The stated investment objectives and/or allocation guidelines for the Optimal
Blends provide the general basis by which these portfolios will be managed. The allocation targets are generally based on longer-
term risk/return assumptions for varied asset classes or investment strategies and change from time to time in light of new
research and analysis. The asset allocation guidelines and risk/return objectives are selected such that the Conservative Income
model would be expected to generally have the lowest long-term investment risk, based on historical average risk levels, but also
the lowest expected return. As an investor moves to models with higher allocations in equities or other higher-risk assets, historical
averages suggest that expected investment risk and potential return increase. The funds and allocations are modified from time to
time based upon changes in asset allocation guidance or our assessment of factors impacting individual funds or particular
combinations. A detailed description of the various Optimal Blends is located below. For more information about our mutual fund
due diligence process, please see the "Portfolio Manager Selection and Evaluation" section of this document.
The target allocation for Customized Blends is determined at the time your Account is established in the FundSource Program.
WFA may make discretionary fund replacements to your Customized Blend if a fund is removed from our recommended list. Other
changes to your asset allocation or target allocations will be confirmed with a written notification. Additions to and withdrawals from
your Account will generally be allocated based on the target allocation you established for the Customized Blend.
You are permitted to hold assets that are not offered through the Program ("Non-Program Assets"). However, Non-Program
Assets will be treated as separate from the assets in the Optimal Blend selected, or from the target allocation of a Customized
Blend. Non-Program Assets are therefore not considered by the FundSource portfolio managers in their management of an
Optimal Blend portfolio or the rebalancing of a Customized Blend. Non-Program Assets will also not be included in monitoring
conducted for compatibility with investment objectives (only FundSource Program assets will be included) and alignment of
portfolio holdings to that of the applicable Optimal Blend or Customized Blend. Additional information on Non-Program Assets is
included in the "Rebalance Trading System" and "Other Account Fees" sections of this document.
Rebalance Trading System
Fluctuations in the market value of assets, as well as other factors, will affect the actual fund allocation at any given time. The
Rebalance Trading System reviews the actual allocation of program eligible funds in your mutual fund portfolios versus the target
allocation established for your Account. Generally, subject to certain minimum constraints, if any of the funds in your Account vary
by more than established percentages from your Target Allocation on a cycle rebalance date, we will rebalance the Account by
initiating sell and buy transactions. We have the ability to change these tolerance percentages without notice. You are aware that
any transactions initiated to rebalance these assets will cause you to incur tax consequences.
We will conduct periodic reviews, and you can request that a review be done on demand. We generally conduct reviews in
FundSource Accounts on an annual basis. In addition, you can select to have annual, semi-annual or quarterly rebalance reviews
conducted for FundSource Accounts. Finally, if you direct us to, we can use the Rebalance Trading System to allocate any
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contributions to or withdrawals from the Account based on the fund targets specified for the Account. The Rebalance Trading
System will not rebalance Non-Program Assets. For more information about Non-Program Assets, please see the “Other Account
Fees” section of this document.
Description of FundSource® Optimal Blends
As stated above, we have created a number of "Optimal Blends" from the roster of Recommended Funds representing the target
allocations and/or fund combinations that we believe are appropriate for a number of identified investment objectives. Additional
information regarding the criteria used to select funds for the Roster and inclusion in “Optimal Blends” can be found in the
"Portfolio Manager Selection and Evaluation" section.
We offer the Classic, Foundations, Tax Managed, Core American, Pathways Series and Optimal Blends with Alternatives
FundSource Optimal Blends in portfolios that each correspond to one of our 9 investment objectives. The 9 Classic investment
objective based optimal blends are Conservative Income, Moderate Income, Aggressive Income, Conservative Growth &
Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate Growth, and
Aggressive Growth. Descriptions of these investment objective based optimal blends can be found earlier in this document in the
"Personalized UMA" section of this document under "Investment Objective Based Optimal Blends." FundSource Optimal Blends
are the same as the descriptions for the Personalized UMA Investment Objective Based Optimal Blends; however, the asset
allocation for these FundSource Optimal Blends is achieved solely through mutual funds.
Foundations® Optimal Blends
We offer nine Foundations Optimal Blends. The Foundations portfolios are constructed using the firm's strategic allocation strategy
framework with an overlay that allows the portfolio team to opportunistically over/under weight portfolio allocations to take
advantage of WFII's capital market outlook over a forward looking 6-18 month period. Portfolios will typically hold 8-15 mutual
funds and dynamically provide investors with diversification across multiple asset classes, investment styles and market sectors
over a market cycle. Due to the ability to over or underweight certain asset classes or investment styles, the Foundations portfolios
typically experience more frequent rebalancing than standard FundSource Optimal Blends. Foundations Blends are available for a
diverse range of client investment objectives that include: Conservative Income, Moderate Income, Aggressive Income,
Conservative Growth & Income, Moderate Growth & Income, Aggressive Growth & Income, Conservative Growth, Moderate
Growth and Aggressive Growth. The Foundations Optimal Blends are available at a $10,000 investment minimum.
Tax Managed Optimal Blends
(Constructed the same as the portfolios above with tax sensitivity considered as stated below.) To complement the FundSource
Optimal Blends, we offer FundSource Tax Managed Optimal Blends. The Tax Managed blends are asset allocation portfolios
intended for investors with tax sensitivity. These blends use municipal bond funds where possible within fixed income allocations.
The equity funds within these blends tend to exhibit lower portfolio turnover or employ other means intended to increase tax
efficiency. We generally favor funds that have a bottom-up approach to investing (focused on individual company considerations,
merits and investment holding periods) as opposed to a top-down approach (more macro-economic focused) that could result in
periods of substantially greater turnover. Since tax efficiency is not typically a concern in qualified accounts, the Tax Managed
Optimal Blends are not recommended for IRA or ERISA accounts (Note: WFA does not render legal, accounting, or tax advice.
Please consult your tax or legal advisors before taking any action that has tax consequences).
Core American Optimal Blends
We offer eight Core American blends. The directive for the Core American blends is to maintain a core allocation to mutual funds
from the American Funds Family of funds, but with the remaining assets (generally 50% or more) being allocated among other
complementary FundSource recommended funds. The Core American blends include the Core American Conservative Growth &
Income blend, Core American Moderate Growth & Income blend, Core American Aggressive Growth & Income blend, Core
American Conservative Growth blend, Core American Moderate Growth blend, Core American Growth blend, Core American
Aggressive Growth blend and Core American Global Moderate Growth blend.
PathwaysSM Optimal Blends
Pathways Optimal Blends is a model portfolio series within the FundSource® Program that allows you to select an Optimal Blend
constructed by the Russell Investment Management Company ("Russell"), using Russell multi-manager mutual funds. Russell,
which is registered under the Investment Company Act of 1940, evaluates and retains one or more investment management
organizations to manage the Russell funds that make up the Pathways List mutual funds that are used in the Pathways Optimal
Blends. The portfolio series offers Clients access to various diversified risk-based allocations to meet specific investment
objectives for taxable and tax-managed Accounts. Russell Investments is acting as a model provider to WFA. When you select a
Pathways Optimal Blend, you appoint WFA to manage your portfolio on discretionary basis.
We offer nine investment objective based Pathways Optimal Blend portfolios (descriptions of these investment objectives can be
found earlier in this document). We also offer the Long Term Conservative Equity Pathways Optimal Blend and the Tax Managed
Optimal Blends, descriptions of which can be found below as well.
Pathways Long Term Conservative Equity: The Long Term Conservative Equity blend is appropriate for long-term investors
seeking growth of capital with a minimum need for current income. Investors are willing to accept moderate short-term fluctuation
in portfolio returns in order to achieve above-average, long-term capital appreciation. Equities are typically 100% of the allocation,
with a significant allocation to large cap and domestic equities.
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Pathways Tax Managed Optimal Blends
To complement the Pathways Optimal Blends, we offer Pathways Tax Managed Optimal Blends. The Pathways Tax Managed
blends are asset allocation portfolios intended for investors with tax sensitivity. These blends use Russell Investments tax-exempt
bond funds to generate tax-free income and diversify portfolio risks. The Russell Tax-Managed funds utilize a multi-manager
approach with a tax overlay to provide tax efficiency by attempting to minimize capital gains distributions from the funds and
increase after-tax returns. Since tax efficiency is not typically a concern in qualified accounts, the Pathways Tax Managed Optimal
Blends are generally not recommended for IRA or ERISA accounts (Note: WFA does not render legal, accounting, or tax advice.
Please consult your tax or legal advisors before taking any action that has tax consequences).
Optimal Blends with Alternatives
Optimal Blends with Alternatives are fully allocated, strategic asset allocation portfolios. These models include an allocation to
Liquid Alternative mutual funds to enhance portfolio diversification and manage risk by using non-traditional investment strategies
such as long-short, absolute return, managed futures, currency, global macro and risk arbitrage. Alternative investment funds can
use derivatives to gain exposure to certain asset classes.
Alternative Strategies Blends
The Alternative Strategies Model seeks to offer lower volatility, absolute-return-focused investment results that are relatively
independent of those generated by long-only exposures to traditional equity and fixed income asset classes. As such, the model is
ideally suited to complement portfolios of traditional long-only assets as a means to further enhance portfolio diversification,
reduce overall portfolio volatility and better protect capital in periods of prolonged market distress, thereby offering the potential for
enhanced risk/reward outcomes over a full market cycle. The model's lower volatility characteristics are generally expected to
result in relatively attractive downside protection during sustained difficult market environments, but limit participation during
pronounced upmarket moves. To achieve its objectives, the model's individual constituents frequently incorporate more
sophisticated trading and portfolio management strategies, including short-selling and the use of leverage and derivative
securities.
Multi Strategy Blends
Multi Strategy Income
The Multi Strategy Income Optimal Blend is a diversified income-oriented solution that uses a multiple asset class approach to
provide investors with relatively attractive current income/yield versus more traditional fixed income strategies. While current
income is emphasized, the blend also seeks moderate investment/income growth to help preserve longer-term purchasing power.
The strategy will allocate a significant portion its investments to managers that employ more flexible allocation strategies that
include non-traditional income and alternative investments in an effort to enhance yield, increase diversification and/or improve the
managers' ability to manage risk. While emphasis is placed on a full range of fixed income strategies, equity-income oriented
investments will be included to help provide growth of income and capital. The blend is appropriate for investors seeking higher
current income through a more dynamic and broadly diversified fixed income oriented allocation, but with the maintenance of
moderate equity exposure for enhanced diversification and growth potential.
Multi Strategy Balanced Income
The Multi Strategy Balanced Income Optimal Blend is a diversified income-oriented solution that uses a multiple asset class
approach that is broadly diversified across both fixed income and income-oriented equities. While current income is emphasized,
the blend also seeks to balance growth of income and capital to preserve longer-term purchasing power. The strategy will allocate
a significant portion of its investments to managers that employ more flexible allocation strategies that include non-traditional
income and alternative investments to enhance yield, increase diversification and/or improve managers' ability to manage risk. To
achieve its current yield and growing income goals, the strategy will typically maintain a more balanced equity and fixed income
allocation. The blend is appropriate for investors seeking higher current income while also maintaining the potential for moderate
growth and a risk profile that is commensurate with a more balanced equity and fixed income allocation.
Capital Stability
The Capital Stability Optimal Blend is a diversified portfolio designed for capital stability and preservation of capital. While capital
stability is the primary investment objective, the portfolio seeks a modest level of current income. The strategy will primarily invest
in lower volatility investment grade fixed income and cash alternatives, but will allocate a portion of the assets to mutual funds that
employ more flexible allocation strategies that include liquid alternative investments in an effort to enhance yield, increase
diversification and reduce downside volatility. The blend is appropriate for investors seeking stability of capital over a short-term
investment horizon (3-12 months) with current income/yield a secondary consideration.
Market Timing in Mutual Funds
Market timing is defined as excessive short-term purchase and sale transactions or exchanges with the intention of capturing
short-term profits in violation of the terms of the fund's prospectus. We will not support market timing strategies or activities for
mutual funds or any extreme trading activity that we deem, at our sole discretion or by direction of the fund company, detrimental
to the interest of average mutual fund shareholders, or contrary to the policies or interest of mutual fund companies with whom we
maintain relationships. We, at our sole discretion or by direction of the fund company, reserve the right to reject any transactions
or to assess a redemption fee for any partial or full liquidation executed in which the Account trading appears to be inconsistent
with the fund's prospectus as mandated by the fund company. Furthermore, when asked by a fund company, we will cooperate
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and aid in its attempt to identify and impede the efforts of anyone engaged in market timing or extreme trading activity. If the fund
company notifies us to reject or cancel a trade for any reason, we reserve the right to cancel it without prior notice to you or any
other Client. We will not be held accountable for any losses resulting from market timing activities or any action taken under our
market timing policies. Finally, the frequency of mutual fund transactions and exchanges is subject to any limits established by the
applicable mutual funds and us.
FundSource Program Fee
The current standard Program Fee for the FundSource Program, which is negotiable, is shown below. Some Accounts opened
prior to June 9, 2017 are subject to a different fee schedule. Please consult the Program Features and Fee Schedule of your
Client Agreement.
Program Fee
(annualized, calculated on your Account Value)
2.00%
In certain limited instances, we negotiate a customized Program Fee schedule with Clients that is different than the Program Fee
described herein. In these instances, Clients will be required to sign an additional addendum that will detail their Program Fee
schedule.
Private Advisor Network Program
Under the Private Advisor Network Program, we assist you in identifying a Manager to advise and counsel you relative to your
investment of assets. The intent of the Program is to offer a roster of Managers representing a broad array of investment classes
and styles from which you select a Private Advisor Network Manager to handle the day-to-day management of your Account(s).
Private Advisor Network services typically include matching the personal and financial data you provide with a database of
Managers, and providing reports to allow for periodic evaluation and comparison of Account performance with objectives.
Under the Private Advisor Network Program, we will provide information on Managers that appear to meet your needs. Private
Advisor Network Managers classified as "Cleared" in our Program have provided sufficient information to our affiliate, WFII, for
review and have passed their screening qualifications on an ongoing basis. Some of the factors that are considered for clearing a
manager include track record, number of investment professionals, assets under management, and legal and disciplinary history.
Those Private Advisor Network Managers not classified as "Cleared" have not met all or some of the screening qualifications, but
certain Clients have specifically requested their inclusion. Generally in these cases, Clients have a pre-existing relationship with
the Manager that they'd like to continue. If we accommodate such a request, these Managers are not included in our Manager
identification or in the ongoing review processes described above, and therefore we do not provide any advice or recommendation
with respect to the retention of a Manager that is not classified as "Cleared." The Program Fee is the same for Private Advisor
Network Managers classified as "Cleared" and those not classified as "Cleared."
We will provide you with recommendations regarding the retention of "Cleared" Managers and/or replacement of "Cleared" and not
"Cleared" Managers. Reasons for a replacement recommendation include, but are not limited to, a material change in the adviser's
professional staff, legal and disciplinary issues and/or unexplained poor performance. You acknowledge that our recommendations
will be based only on the information we or WFII have concerning your assets under the Private Advisor Network Program, without
regard to the composition of your total portfolio, diversification or liquidity needs and that such recommendations will not serve as a
primary basis for investment decisions with respect to your assets. We and WFII have the ability to remove or change the status of
the Private Advisor Network Manager in the Program. If we do remove your current Private Advisor Network Manager from the
Program, we will suggest an alternative if available, for your consideration. As an accommodation, in the event of a status change,
you have the option to retain your current Private Advisor Network Manager, but you will be notified in writing that the Manager no
longer meets the minimum requirements of the Program and as explained above these Managers will not be subject to the
ongoing review processes applied to Private Advisor Network Managers classified as "Cleared."
Under the Private Advisor Network Program, you grant the Manager complete discretionary trading authority and authorize the
Manager to handle the day-to-day investment management of your Account — including compliance with any investment
restrictions provided by you to the Manager — in accordance with the separate management agreement between you and the
Manager. WFA has no discretionary trading authority with respect to such Accounts. Information collected by us or WFII regarding
Private Advisor Network's Managers is believed to be reliable and accurate, but neither we nor WFII independently review or verify
the information. We include affiliated managers in the roster of Cleared managers. We have the same screening qualifications for
these managers that we do for unaffiliated managers.
While performance results are generally reported to us or WFII through advisers on a standard gross of fees or commission basis,
neither we nor WFII audit or verify that that these results are calculated on a uniform or consistent basis as provided by the adviser
directly to us or through the consulting service utilized by us. Other than in connection with our consulting responsibilities, we do
not assume responsibility for the conduct of the Managers you select, including their performance or compliance with laws or
regulations. You are advised and should understand that:
an adviser's past performance is no guarantee of future results;
a)
b)
certain market and/or interest rate risk can adversely affect any adviser's objectives and strategies, and could cause a loss
in your Account; and
c)
risk parameter or comparative index selections provided for Accounts are guidelines only; there is no guarantee that they
will be met or exceeded.
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Some Managers use covered calls or protective puts (or a combination of both) in your portfolio. Check with your Manager or
Financial Advisor to confirm the use of options. Depending on the strategy implemented, covered calls can limit the upside
potential of the securities held in your Account. In certain instances, options will be assigned and you will be required to sell
securities, thus creating realized gains/losses. The purchaser of a protective put runs the risk of losing the entire value of the
purchased option as options become valueless upon expiration if they are not exercised or sold prior to expiration.
For more information, please see the Options Clearing Corporation’s disclosure document titled "Characteristics & Risks of
Standardized Options." This document is published by the Options Clearing Corporation. The Options Clearing Corporation is not
affiliated with WFA. This document is publicly available at the Options Clearing Corporation’s website.
Private Advisor Network Managers Using Tax-Loss Harvesting/Direct Indexing in Accounts
Clients should consult with their personal tax advisor when considering engaging a PAN Manager using tax-loss harvesting
methods. It is the responsibility of You and Your tax advisor to determine whether a loss in your Account may be used to offset
taxable capital gains, how the loss is reported to the IRS, and whether the transaction is a “wash sale” under IRS rules. Neither
WFA, nor your WFA Financial Advisor is responsible for monitoring or preventing transactions in your or your Spouse’s other
taxable or non-taxable accounts that may result in a “wash sale.” You should consult with your selected PAN Manager on their
wash sale monitoring practices.
Direct Indexing and Tax-Loss Harvesting can generally be expected to trade more frequently than in accounts that do not use
these techniques. The Execution Schedule option is likely more expensive than the Program Fee option in direct indexing
strategies.
Private Advisor Network Fees
You have a choice of two options by which to compensate us for Private Advisor Network services:
1) Program Fee: Payment of a Program Fee for both Private Advisor Network services and execution services. We will
impose no separate charge for brokerage commissions on agency trades or markups or markdowns on principal
transactions, except mutual fund purchases, if any.
The current standard Program Fee for the Private Advisor Network Program, which is negotiable, is shown below. Some
Accounts opened prior to June 9, 2017 are subject to a different fee schedule. Please consult the Program Features and
Fee Schedule of your Client Agreement.
Program Fee
(annualized, calculated on your Account Value)
2.00%
2) Execution Schedule: (No separate charge for Private Advisor Network services) Under the Execution Schedule,
you will pay for Private Advisor Network services by paying commissions for each transaction in the account at our
normal commission rate for such agency transactions and at the normal markup or markdown imposed on Client
Accounts for principal transactions. You will also be subject to any other fees associated with our standard
brokerage accounts, including postage and handling fees, transfer taxes, exchange fees, and any other fees
required by law.
Neither the Execution Schedule nor Program Fee includes the advisory fees of the third-party Manager. You pay for the services of
your Manager separately. You authorize us to pay the separate investment advisory management fee invoiced by the Manager by
debiting your Account accordingly. It is your responsibility to determine if any such invoice from the Manager is proper or if the fee
amount charged is accurate. You have the option to revoke our authorization to pay the Manager fee on your behalf any time by
written notice to us. When affiliates of WFA serve as Manager to Clients in the Program, we and our affiliates will receive the entire
advisory fee.
Private Advisor Network Non-Execution Accounts: For Clients wishing to utilize the selection or evaluation monitoring
services of the Private Advisor Network without any execution service, the fees for such accounts, payment schedules and refunds
thereof are negotiated on a case-by-case basis and are be determined as a percentage of assets under management, an annual
fee or by consideration of other factors.
Customized Portfolios
Under the Customized Portfolios Program, we will assist you in selecting from portfolios based on the following investment
strategies of our affiliate, WFII.
Custom Option Overlay Portfolios
The options traded in Custom Option Overlay Portfolios within the Customized Portfolios Program are managed on a fully
discretionary basis by WFII. WFII handles the day-to-day investment management of the options in Accounts in accordance with a
Client's stated investment objectives. Clients are responsible for selecting and monitoring the non-options positions in Accounts
upon which an options overlay strategy will be implemented. These custom option overlay strategies seek to provide income
alternatives and/or hedge downside risk on your selected securities. The type of option overlay strategy employed will be
determined by the Client's unique needs and stated investment objectives. The portfolios are customized based on several factors
including income and liquidity needs, risk tolerance, tax status and time horizon. Portfolio Managers will use covered calls or
protective puts (or a combination of both) based on these factors.
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Depending on the strategy implemented, covered calls can limit the upside potential of the securities held in your Account. The
more concentrated your Account is in a particular security or group of securities, the greater impact this limitation on upside will
have on the performance of your Account in circumstances where the market value of the security or securities is trending upward.
Additionally, in certain instances, an option will be assigned and you will be required to sell securities, thus creating realized gains/
losses. You should carefully consider the risks associated with the possibility of an assignment (i.e., sale of the securities upon
which the covered call is written) which includes the sale of securities you may otherwise wish not to sell and the potential tax
consequences of such a sale.
The purchaser of a protective put runs the risk of losing the entire value of the purchased option as options become valueless
upon expiration if they are not exercised or sold prior to expiration.
WFII will generally only exercise discretionary authority to trade non-options positions in connection with: an effort to achieve
alignment between an account's holding levels of such positions and standard option contract values; a need or desire to liquidate
such positions in order to raise cash for implementation of the options overlay strategy; or Client directed cash flow activity in an
Account. WFII will not exercise discretionary authority to trade non-options positions as part of an effort to implement a diversified
or objective driven strategy with respect to such holdings. Clients are responsible for selecting and monitoring the optionable
equities or cash used to collateralize options in Accounts; and neither WFII nor WFA assume responsibility for advising clients on
the merits of holding or selling the non-options positions Clients select for inclusion in the Accounts. Depending on the nature of
the non-option holdings a Client selects for inclusion in the Account and on the custom options overlay strategy selected by the
Client, the Account may not be well diversified and may be subject to associated investment risks, including risk of loss and
volatility.
For more information, please see the Options Clearing Corporation's disclosure document titled "Characteristics & Risks of
Standardized Options." This document is published by the Options Clearing Corporation which is unaffiliated with WFA. This
document is publicly available at the Options Clearing Corporation's website.
Customized Portfolios Program Fees
The Program Fee for Customized Portfolios Accounts is only offered on a wrap-fee basis, covering all of our execution, consulting
and custodial services as well as the adviser's management fee for the adviser's services. Currently, we compensate WFII based
on a fee of 0.28% of the value of the Accounts invested in option portfolios. When recommending Programs managed by us or our
affiliates, we have a conflict of interest since we and our affiliates receive the entire wrap fee you are charged. We intend,
however, to make all recommendations independent of such fee considerations, and based solely on our obligation to consider
your objectives and needs.
The current standard Program Fee for the Customized Portfolio Program, which is negotiable, is shown below. Some Accounts
opened prior to June 9, 2017 are subject to a different fee schedule. Please consult the Program Features and Fee Schedule of
your Client Agreement.
Program Fee
(annualized, calculated on your Account Value)
2.00%
Fees and Compensation for all Programs
In certain limited instances, we negotiate a customized Program or Advisory Fee schedule with Clients that is different than the
Program or Advisory Fee described herein ("Program Fee" hereinafter refers to the Program Fee for all advisory programs with a
Program Fee and to the Advisory Fee with respect to the Personalized UMA Program). In these instances, Clients will be required
to sign an additional addendum that will detail their Program Fee schedule.
The initial Program Fee is calculated as of the date that the Account is accepted by us into the Program and covers the remainder
of the calendar quarter. There is typically a short delay between Account inception and initial investment transactions. Subsequent
Program Fees will be determined for calendar quarter periods and shall be calculated on the basis of the Account Value on the last
business day of the prior calendar quarter.
No fee adjustment will be made to the Program Fee during any fee period for appreciation or depreciation in the value of the
assets in your Account during that period. The Account will be charged or refunded a prorated quarterly Program Fee on any net
additions or net withdrawals in the Account during a month. Program Fees will be charged or refunded if the net addition or net
withdrawal would generate a fee or refund of at least $40 for that quarter. Program Fees will be assessed in the month following
the net addition or net withdrawal. Fees are based on the value of the assets in your Account on the date stated and other than
those fees we will not otherwise be compensated on the basis of a share of capital gains upon or capital appreciation of the funds
or any portion of your funds (i.e., performance fee).
The Platform Fee
A Platform Fee of 0.050% will also apply to certain Program Accounts ("Participating Accounts").
•
ERISA plans, SEPs, SIMPLE IRAs, Accounts of unaffiliated introducing firms that clear their transactions through us, but
for which we do not act as adviser, and Accounts held at a third party custodian to which WFA agrees to act as broker for
you in the purchase and sale of securities on a delivery versus payment/receipt versus payment ("DVP/RVP") basis are
not subject to the Platform Fee and are not considered Participating Accounts.
All other Program Accounts are considered Participating Accounts.
•
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The Platform Fee applies only to the first $50 million of Account Value (defined below) and does not apply to Participating
Accounts of unaffiliated introducing firms for which we act as adviser, or to Participating Accounts that have not been invested in a
Program for a full calendar quarter and accounts that are not open on the date that the Platform Fee is assessed to Accounts.
The Platform Fee supports the administrative services we provide to maintain the platform on which the Program Accounts reside,
including, for example, shareholder and omnibus recordkeeping services provided to mutual funds available through the Programs.
The Platform Fee is in addition to the Program Fee and is non-negotiable.
The Platform Fee is assessed quarterly in arrears to such Participating Accounts that are open as of the date the Platform Fee is
assessed, which will generally be within 10 business days after the end of the calendar quarter, and is calculated based on your
Account Value as of the last business day of such quarter.
General Information About Fees for Program Services
We act as service provider for the advisory Programs offered by our affiliate, Wells Fargo Advisors Financial Network, LLC, as well
as certain fully disclosed firms that clear their transactions through us. The fees charged by these firms could differ from those
charged and required by us as stated in this Disclosure Document. Please refer to the Disclosure Document of those firms, as
appropriate, to determine the fees they charge.
You should be aware that fees charged for a particular Program could be higher or lower than those otherwise available if you
were to select a separate brokerage service and negotiate commissions in the absence of the extra advisory service provided.
Advisory Programs typically assume a normal amount of trading activity and, therefore, under particular circumstances, prolonged
periods of inactivity will result in higher overall fees than if commissions were paid separately for each transaction and no advisory
fee was paid. The overall costs associated with your relationship with us (and the compensation we receive) vary depending on
several factors, including:
Your particular investment advice requirements and product preferences
•
The value of your Account or household relations with us and our affiliates
•
The frequency of trades and other account activity
•
The type, scope, and frequency of services provided
•
The Program Fee is negotiable based upon these and other subjective factors, as well as our point-in-time views of the prevailing
market prices for similar investment services. As a result of negotiated Program Fees, certain Clients have a lower Program Fee
for their accounts than other Clients in the same Program.
If you liquidate securities prior to initiating or after terminating Program services, you will be subject to customary brokerage
charges with respect to that transaction, in addition to any fees for Program Services that are applicable during the period. For
eligible securities purchased previously in a brokerage Account and subsequently moved into an advisory Account, these
securities will be included in the calculation of fees for Program services, in addition to any previous brokerage charges paid.
A portion of the Program Fee (but not the Platform Fee) will be paid to our Financial Advisors in connection with the introduction of
Accounts as well as for providing Client-related services within the Programs. This compensation could be more or less than a
Financial Advisor would receive if you paid separately for investment advice, brokerage, and other services. The exact portion of
the Program Fee paid to the Financial Advisor will vary among advisors and depends on various factors. Because the Financial
Advisor shares the Program Fee, he or she has an incentive not to negotiate a discount, or to minimize any such discount. WFA
also benefits from a higher Program Fee because it retains a portion of the Program Fee.
The standard Program Fee is the same across different programs offered in this brochure and other brochures offered by WFA
and is subject to a negotiated discount. The Personalized UMA Program and the Private Advisor Network Program also require
clients to pay separate third-party Manager fees, which add to the total cost of the Program. Those Manager fees are not shared
with your Financial Advisor or retained by WFA but lead to higher overall Program costs for you. Because the Program Fee for all
Programs is negotiable, Programs that do not require clients to pay additional Manager fees (such as FundSource, Customized
Portfolios, Asset Advisor, CustomChoice, Private Investment Management, and Fundamental Choice) provide your Financial
Advisor with the opportunity to provide less of a discount on the Program Fee (i.e., negotiate a higher Program Fee), which will
benefit WFA as well as the Financial Advisor. The opportunity to charge a higher Program Fee for Programs without additional
Manager fees provides the Financial Advisor (and WFA) with a financial incentive to recommend such Programs.
Within the Personalized UMA Program and the Private Advisor Network Program, a similar conflict of interest results from
differences in Manager fees. Manager fees may not be assessed on certain strategies (including those offered by WFII) and
certain strategies have lower Manager fees than other strategies. Differences in Manager fees, or the absence of such fees,
create a conflict of interest as such differences provide an opportunity for your Financial Advisor to negotiate a higher Program
Fee for accounts expected to use strategies with lower or no separate Manager fees than they would when an account is
expected to use strategies that charge higher Manager fees. The opportunity to negotiate a higher Program Fee creates a
financial incentive for your Financial Advisor to recommend such lower or no fee strategies. The ability of the Financial Advisor to
negotiate a higher Program Fee in these circumstances also provides a financial benefit to WFA, which retains a portion of the
Program Fee.
Unless agreed to otherwise in writing, you authorize us to deduct fees at the rates indicated in the Fee Schedule for your Program
quarterly from your Account(s). The Program Fee will generally be applied in advance, while the Platform Fee will be applied in
arrears. For the purposes of calculating fees in the FundSource Program, "Account Value" shall mean the sum of the long market
value of all Program eligible mutual funds, including accrued income. For the purposes of calculating fees in the Personalized
571263 (Rev 76 - 09/25)
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UMA, Private Advisor Network and Customized Portfolios Programs, "Account Value" means the aggregate value of all eligible
long positions, including accrued income, cash, and cash alternatives held in the Account, offset by the value of the short positions
held in the Account. When you initially enter into a short position, the cash proceeds from the short sale will not affect your Account
Value for billing purposes, but once the value of the short position changes, this change will be reflected in your Account Value.
Accordingly, if your Account has a short position that reflects an unrealized gain, the Account Value will increase by the amount of
that unrealized gain. Similarly, an unrealized loss will reduce your Account Value by the amount of such loss. Note that if you use
the proceeds of a short sale to purchase additional securities, those securities are included in the long positions used to calculate
your Account Value.
Here are examples of how a short position can affect your Account Value – and thus the fees you pay:
•
Short proceeds not reinvested – If, on the date as of which your advisory fee is calculated, you hold a long position in
XYZ stock that is valued at $1000, and also hold $250 in cash, and during the billing period you took a short position of
$200 in ABC stock that was unchanged in value, your Account Value for billing purposes would be $1,250. If ABC stock
increases in value to $300 (meaning that you have an unrealized loss of $100 on the short position), your Account Value
would fall to $1,150. If the ABC stock decreases in value to $100, reflecting an unrealized gain of $100 on your short
position, then your Account Value would increase to $1,350.
•
Short proceeds reinvested – If you reinvest all the proceeds from the $200 ABC short sale in PQR stock, and the value of
ABC stock remains unchanged, your Account Value will increase (or decrease) by the amount of the appreciation (or
depreciation) in PQR stock. If the value of PQR stock increases from $200 to $500, your Account Value would increase
from $1,250 to $1,550, reflecting the value of all long positions in XYZ and PQR stock ($1,500), plus the value of the cash
($250), and offset by the value of the short position ($200). If, in the same scenario, the short position experienced an
unrealized gain of $100, your Account Value would be $1,650.
Margin debit balances do not reduce the Account Value, and purchasing eligible securities with proceeds from a margin loan
increases your Account Value by the value of those positions. If the margin loan proceeds are reinvested in securities, the Account
Value will be affected by any changes in the value of those securities. You will also be charged margin interest on the debit
balance in your Account. Margin interest is in addition to the Program Fee and Platform Fee. The interest charges, combined with
the Program Fee and Platform Fee, may exceed the income generated by the assets in your Account and, as a result, the value of
your Account may decrease.
In determining the Account Value, we will use the closing prices or, if not available, bid prices of the last recorded transactions for
listed securities, options and over-the-counter securities. For mutual funds, we will use the fund's most current net asset value, as
computed by the fund company. We value alternative investments held in your advisory Account based on the most recent fund
value that we have received from the fund sponsor. Alternative investments are typically valued by fund sponsors on a monthly or
quarterly basis. We generally receive updated alternative investment valuations from fund sponsors thirty to forty-five days after
month-end for funds valued on a monthly basis and three to six months after quarter-end for funds valued on a quarterly basis. As
a result, the fund valuations that we rely on may not reflect changes in the value of alternative funds over the prior six-plus months,
including changes associated with distributions.
We will use information provided by quotation services believed to be reliable in determining the Account Value. If any such prices
are unavailable or believed to be unreliable, we will determine prices in good faith so as to reflect our understanding of fair market
value.
The Program Fee and the Platform Fee will be applied to cash and cash alternatives (i.e., money market funds) included in the
Account Value. Clients will, in certain interest rate environments, pay Wells Fargo Advisors more in fees with respect to sweep
holdings than the interest they earn on the sweep deposits. Due to trade date or settlement date accounting, the treatment of
accrued income, short positions and other factors, the Account Value used in the calculation of fees could differ from that shown
on your monthly Account statement and/or performance report.
Whenever there are changes to your fee schedule, the schedule charges previously in effect shall continue until the next billing
event. We have the ability to amend your Client Agreement at any time. Any changes we make to your Client Agreement will be
effective after 15 days written notice to you. Your continued use of the services indicates your agreement to the modified terms.
Advisory Account Credit
We will apply a credit (an "Advisory Account Credit") to all Participating Accounts that were charged the Platform Fee during the
relevant calendar quarter. Program Accounts that are not charged the Platform Fee during any calendar quarter are not eligible to
receive an Advisory Account Credit for that calendar quarter.
The application of the Advisory Account Credit is designed to address conflicts of interest associated with certain payments we
receive from mutual funds (and their affiliates) and actively managed ETFs (ETFs that are managed by a single or team of fund
managers) that are based on investments held in Participating Accounts. Such payments are limited to amounts paid for
networking and omnibus platform services and revenue sharing generated by Participating Accounts (collectively, "Platform
Support"), and does not include all fees we collect. See "Mutual Funds and Exchange Traded Funds in Advisory Programs" below
for a description of payments and expense reimbursements not considered Platform Support for purposes of calculating the
Advisory Account Credit.
The Advisory Account Credit is calculated based on the Platform Support accrued or collected attributable to eligible assets in
Participating Accounts, as adjusted for amounts carried over from a prior period not previously credited and amounts credited in a
prior period but not actually received. The calculation of the Advisory Account Credit will also be adjusted for the costs of third-
571263 (Rev 76 - 09/25)
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party administrative expenses, if any, directly associated with the collection, calculation, and distribution of the Platform Support
and application of the Advisory Account Credit.
The Advisory Account Credit for each Participating Account that is charged a Platform Fee will be based on the Account Value of
the Participating Account calculated as a percentage of the aggregate value (determined as of the last day of such quarter) of all
Participating Accounts (up to $50 million per Account) charged the Platform Fee. The Advisory Account Credit will be credited
quarterly and will generally be calculated and applied on the same day that the Platform Fee is applied. The Advisory Account
Credit received by each Participating Account will not be directly proportionate to the benefit received by the Firm attributable to
that particular Account.
The amount of the Advisory Account Credit will vary quarterly, will be equal to, less than or more than the Platform Fee, and could
be $0. The amount of the Advisory Account Credit is dependent on the amount of the Platform Support, if any, that is collected as
described herein. This amount varies based on factors such as changes in the allocation or value of mutual fund and actively
managed ETF assets in Program Accounts, changes in our agreements with mutual fund and ETF companies, and market forces.
For taxable accounts, to the extent your Advisory Account Credit exceeds the total amount of fees for Program services charged in
any given year, the difference is treated as miscellaneous income for tax reporting purposes, and you will receive IRS Form 1099-
MISC from WFCS in the event your aggregate, annual miscellaneous income is $600 or greater.
We reserve the right to stop collecting the Platform Support at any time and, if we do not receive Platform Support, the Advisory
Account Credit will be $0. We have no obligation to attempt to maximize Platform Support during the time in which we are
collecting it.
Important Information about the Advisory Account Credit
Although the Advisory Account Credit is intended to address our direct financial interests in, and conflicts with respect to, our
receipt of Platform Support from mutual funds and actively managed ETFs, the structure of the Advisory Account Credit
nevertheless results in other conflicts that you should understand.
In calculating the Advisory Account Credit, Platform Support generated by mutual fund and actively managed ETF holdings in
Participating Accounts will be credited on a pro rata basis (based on Account assets of up to $50 million) to all Participating
Accounts that are charged the Platform Fee. As a result, Participating Accounts that are charged the Platform Fee will receive an
Advisory Account Credit regardless of whether, and the extent to which, such Accounts invest in products that contribute to the
Platform Support. The amount of the Advisory Account Credit a Participating Account receives will be equal to, more than or less
than the amount of Platform Support generated by its actual mutual fund and actively managed ETF holdings, if any. Thus, certain
Participating Accounts will benefit from the Platform Support attributable to the investments of other Participating Accounts.
The mutual fund and actively managed ETF holdings in Participating Accounts for which we are not charging the Platform Fee
(Participating Accounts of unaffiliated introducing firms for which we act as adviser and Participating Accounts that have not been
invested in a Program for a full calendar quarter, as well as with respect to the portion of the Account Value of Participating
Accounts in excess of $50 million) will generate Platform Support, but will not receive an Advisory Account Credit. As a result, the
amount of Platform Support attributable to mutual fund and actively managed ETF holdings in these Participating Accounts (which
are not subject to the Platform Fee) will be used for the benefit of the other Participating Accounts that were charged the Platform
Fee.
This is particularly the case for Participating Accounts of unaffiliated introducing firms for which we act as adviser, which we
expect to generate Platform Support. As a result, it is expected that the mutual fund and actively managed ETF investments of
unaffiliated introducing firms' Participating Accounts will increase the Advisory Account Credit available and applied to Wells Fargo
Participating Accounts.
We seek to address these conflicts of interest through a combination of disclosing it to you, and through our policies and
procedures and related controls designed to ensure that we make investment decisions relating to mutual funds and actively
managed ETFs available in advisory Program Accounts independent of any considerations that impact the amount of any such
Advisory Account Credit.
Margin Loans and Securities-Based Loan Programs
You may be eligible to use margin in your non-retirement Accounts or pledge your non-retirement Account assets as collateral for
margin loans ("Margin Loans"). You may also be able to pledge your non-retirement Account assets as collateral for loans
obtained through certain affiliated and unaffiliated loan programs ("Securities-Based Loan Programs"). It is important that you fully
understand the costs, risks, and conflicts of interest involved in pledging your Account assets for a Margin Loan or Securities-
Based Loan.
Margin Loans
Certain Advisory Programs may permit margin borrowing and trading. We will not extend margin in an advisory Account unless
authorized by you through a separate margin agreement. You are responsible for notifying us if you decide that you no longer want
to use margin in your Account. You may also discontinue use of margin in your Account according to the terms of the Client
Agreement. We are not responsible for any losses resulting from our failure or delay in implementing such instructions.
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Margin Loans Are Subject to Separate Terms and Conditions. If you take out a Margin Loan, the terms and conditions
applicable to the Margin Loan are governed by the Margin Disclosure Statement and the Client Agreement. You should review
carefully the terms, conditions, and risk disclosures for Margin Loans and understand that such risks are heightened in the
event you hold a concentrated position in your pledged Account or if your pledged Account makes up all, or substantially all, of
your overall net worth or investable assets. Certain eligibility requirements must be met, and documentation in the form of a
separate margin agreement must be completed prior to using margin.
Costs Are in Addition to Advisory Fees. As discussed above, if you use margin to purchase additional securities, your
Account Value increases and therefore the amount of fees you pay will increase. You will also be charged margin interest on
the debit balance in your Account, which is in addition to the Program Fee and Platform Fee. This results in additional
compensation to us. The interest charged on a Margin Loan is higher than the interest charged on affiliated Securities-Based
Loans, including Priority Credit Line.
We Have an Incentive to Recommend the Use of Margin. The increased asset-based fee and interest that you pay on a
Margin Loan provides an incentive for your Financial Advisor to recommend the use of margin. Your Financial Advisor also has
an incentive to use margin to purchase additional securities and other assets instead of selling existing securities or other
assets. We address these conflicts by disclosing them to you.
Margin Loans May Not Be Suitable for You. Using margin is not suitable for all investors. As described in the next
paragraph, the use of margin increases leverage in your Account and therefore increases risk to a portfolio. We generally
believe the use of margin is most appropriate when short in duration. Before deciding to use margin, you should consider the
intended duration and total cost of the Margin Loan, as well as other options available to you, such as alternative loan options
or liquidating your Account assets.
Using Margin Involves Higher Risks. Generally, we believe that the use of margin adds risk to a portfolio that you should not
assume unless you are prepared to experience significant losses. Losses in the value of an asset purchased on margin will be
magnified because of the use of borrowed money. You can lose more funds than amounts deposited in margin Accounts. In
addition, you generally will not benefit from using margin unless the performance of your Account exceeds interest expenses on
the Margin Loan plus advisory fees incurred. You should also understand that the use of margin can negatively impact our
ability to rebalance your account. You should carefully consider whether the additional risks are appropriate prior to using
margin due to the increased potential for significantly greater losses associated with using margin. You assume full
responsibility for the use of margin in your Account. Please see the Margin Disclosure Statement and the Client Agreement
for more details on the risks of margin use. You should read this documentation carefully.
Securities-Based Loan Programs
You may pledge your Account assets as collateral for Securities-Based Loan Programs with our consent and where you are
eligible under the Programs. The Securities-Based Loan Programs include, but are not limited to, the WF Bank Priority Credit Line,
offered by Wells Fargo Bank, N.A. in partnership with Wells Fargo Advisors, the Priority Credit Line ("PCL") from Wells Fargo
Advisors and various loan programs from our affiliate Wells Fargo Bank, N.A. ("Wells Fargo Bank"). The Secured PrimeLine
program, offered by Wells Fargo Bank, N.A., is available only in limited circumstances. The availability of these Securities-Based
Programs may vary over time. In order for your Account to be eligible to serve as collateral for a Securities-Based Loan, your
Account may not also serve as collateral for a Margin Loan. If you wish to use your Account as collateral for a Securities-Based
Loan, we will automatically discontinue the availability of margin for your Account.
There are risks, costs, and conflicts of interests associated with Securities-Based Loan Programs. You are encouraged to speak
with your Financial Advisor to the extent you have questions about how your Account may be used in connection with a Securities-
Based Loan Program and how such arrangement should be taken into consideration when discussing the management of your
Account.
Securities-Based Loan Programs Are Subject to Separate Terms and Conditions. If you have elected to participate in a
Securities-Based Loan Program, the terms and conditions applicable to that Securities-Based Loan Program are governed by
the applicable Securities-Based Loan documents and other service agreements and are not included or described further in this
brochure. You should review carefully the terms, conditions and any related risk disclosures for the Securities-Based Loan
Program and understand that risks are heightened in the event you hold a concentrated position in your pledged Account or if
your pledged Account makes up all, or substantially all, of your overall net worth or investable assets. You should understand
that PCL provides more favorable protection for us in the event of your bankruptcy than loan programs through Wells Fargo
Bank. Certain eligibility requirements must be met and documentation must be completed prior to obtaining Securities-Based
Loans.
Interest Rates for Securities-Based Loan Programs Differ. Interest Rates for Securities-Based Loan Programs are different
and have different features and eligibility criteria. More than one Securities-Based Loan Program product may be available to
you. The interest rate charged for one offering may be higher than interest rates available through another lender or offering.
Costs Are in Addition to Advisory Fees. The costs, including interest, associated with a Securities-Based Loan Program are
not included in the Program Fee or Platform Fee and will result in additional compensation to us, our affiliate, and our Financial
Advisors. The interest charges on your Securities-Based Loan Program, combined with the Program Fee and Platform Fee,
may exceed the income generated by your pledged Account assets and, as a result, the value of your Account may decrease.
You are encouraged to consider carefully the total cost of taking out a Securities-Based Loan, and any additional compensation
that WFA and your Financial Advisor will receive, when determining to take out and/or maintain a Securities-Based Loan
against your Account assets.
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Financial Advisors Receive Compensation on Securities-Based Loans. In addition to receiving a portion of the Program
Fee, Financial Advisors also receive compensation based on the outstanding loan balances of PCL and Securities-Based Loan
Programs from Wells Fargo Bank. The Financial Advisor's compensation is reduced if the interest rate on PCL or a Securities-
Based Loan from Wells Fargo Bank is discounted below a certain level, which creates an incentive for the Financial Advisor to
not request for you or to discourage interest rate discounts below a certain level.
We Have an Incentive to Recommend the Use of Securities-Based Loan Programs. Since WFA and your Financial
Advisor are compensated through asset-based advisory fees paid on your Account, we benefit if you draw down on your
Securities-Based Loan, which preserves asset-based advisory fee revenue and generates additional loan-related
compensation, rather than sell securities or other investments in your Account, which would reduce the assets in your Account
and our asset-based advisory fee revenue. This presents a conflict of interest for your Financial Advisor when addressing your
liquidity needs. In addition, where a Securities-Based Loan is secured by both brokerage and advisory assets, a Financial
Advisor will benefit if your brokerage assets are liquidated prior to or instead of your advisory assets because the Financial
Advisor would be able to maintain advisory Account assets subject to the Program Fee and Platform Fee. We address these
conflicts by disclosing them to you.
Securities-Based Loan Programs May Not Be Suitable for You. There are other lending products that may be suitable for
you and for which we and your Financial Advisor would receive different or no compensation. You are responsible for
independently evaluating if a Securities-Based Loan is appropriate for your needs, if the lending terms are acceptable, and
whether the Securities-Based Loan will have potential adverse tax or other consequences for you.
There Are Limitations on the Use of Securities-Based Loan Proceeds. Except for margin accounts, where the loan
proceeds can be used to purchase, carry, or trade securities, the proceeds of the other Securities-Based Loans available from
Wells Fargo Bank or WFA may not be used to: purchase, carry, or trade securities (or margin stock in the case of loans offered
by Wells Fargo Bank); or reduce or retire any indebtedness incurred to purchase, carry, or trade securities (or margin stock in
the case of loans offered by Wells Fargo Bank). If your Account is used as collateral for a Securities-Based Loan, the Account
is pledged to support the Securities-Based Loan and you are not permitted to withdraw funds or other assets from your Account
unless sufficient amounts of collateral remain to continue supporting the Securities-Based Loan (as determined under the
applicable Securities-Based Loan Program). Although you are required to satisfy such collateral requirements, you can
terminate your advisory relationship with WFA, at which time the funds and assets in your account will be treated as a
brokerage account at WFA and the collateral requirements for the Securities-Based Loan will continue to apply.
Additional Considerations Associated with Pledging Advisory Account Assets for Margin Loans and
Securities-Based Loans
In addition to the risks mentioned above, if your Account assets are pledged or otherwise used as collateral for Margin Loans or
Securities-Based Loans, the exercise of the lender's (WFA or Wells Fargo Bank) rights and powers over your Account assets,
including the disposition and sale of any and all assets pledged as collateral, may be contrary to your interests and the investment
objective of your Account.
There Are Collateral Maintenance Requirements. When you use margin to purchase securities or draw down on a
Securities-Based Loan, your Account assets serve as collateral. For Margin Loans and some Securities-Based Loans, the
lender can increase the maintenance requirements or call the loan at any time and for any reason, and is not required to
provide you with advance written notice (although these approaches will be different for other loan programs from Wells Fargo
Bank, and may be different for loans from unaffiliated lenders). If your Account assets decline in value, so does the value of the
collateral. If the required collateral is not maintained, you may need to deposit additional cash or securities as collateral or
repay a partial or entire amount of the funds borrowed on short notice. You are not entitled to an extension of time on a margin
call. The lender may refuse to fund any advance request due to insufficient collateral. Where the lender assigns different
release rates to different asset types, you may be able to satisfy collateral maintenance requirements by selling securities with
a low release rate and investing and/or holding the proceeds in assets that have a higher release rate for the loan.
Liquidation of Securities in a Maintenance Call. Failure to promptly meet requests for additional collateral or repayment,
or other circumstances including but not limited to a rapidly declining market, will cause the liquidation of some or all of the
collateral supporting any Margin Loans or Securities-Based Loans in order to meet the maintenance requirements. The lender
can sell your Account assets without contacting you. Neither the lender nor WFA are required to notify you of a maintenance
call. The details and timing of how the lender handles a maintenance call will be different for other loan programs from
Wells Fargo Bank, and may be different for loans from unaffiliated lenders, but with Margin Loans and Securities-Based Loans,
you will be responsible for any shortfall if your Account assets are insufficient to cover the maintenance deficiency. Even if the
lender has notified you and provided a specific date by which you can meet a maintenance call, the lender can still take
necessary steps to protect its financial interests, including immediately selling your Account assets without notice to you. You
should understand that because your Account assets are collateral for the Margin Loans or Securities-Based Loans, in selling
such assets, the lender will seek to protect or advance its interests over your interests. You should expect that the lender's
interests will not be aligned with – and will be adverse to – your interests when the lender sells assets during a maintenance
call, and that the lender may sell assets that you desire to keep or sell them at prices that may be less than the value that we or
you believe the assets are worth. You are not entitled to choose which Account assets are liquidated or sold to meet a
maintenance call. If there are Account assets that you desire to own during the term of your Margin Loan or Securities-Based
Loan, you should not pledge them as collateral. Depending on market circumstances, the prices obtained for your Account
assets may be less favorable and may be less than the value that we or you believe the assets are worth. If a margin or
maintenance call cannot be fully satisfied from your Account assets, you remain liable for the outstanding debt.
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Impact of Margin and Maintenance Calls on Management of Your Account. In a maintenance call, the lender might
liquidate Account assets that you, your Financial Advisor, or your Manager otherwise would not sell, and that might not
otherwise be in your best interests to sell, and you might not get to choose the assets that are liquidated. We or a third-party
Manager will seek to manage your Account as agreed under your advisory Client Agreement and applicable Program Features
and Fee Schedule, provided that, if a maintenance call takes place, you should expect that we or your Manager will not be able
to manage your Account consistent with our or the Manager's overall strategy. In addition, in order to preserve sufficient
collateral value to support the loan and avoid a maintenance call, depending on your leverage, a Financial Advisor may be
inclined to invest your Account in more conservative investments, which may result in lower investment performance than more
aggressive investments (depending on market conditions). We mitigate this risk by requiring and monitoring to ensure that your
Account is managed consistent with your respective investment strategies.
No Legal or Tax Advice. WFA and your Financial Advisor do not provide legal or tax advice. You should consult with your
own legal counsel and independent tax advisor before using securities as collateral for loans in order to fully understand the tax
implications associated with pledging your Account as loan collateral and the potential liquidation of pledged assets.
Other Account Fees
The fees for Program services do not include certain dealer markups or markdowns, odd lot differentials, transfer taxes, exchange
fees, execution fees (foreign and/or domestic) when applicable, ADR custodial pass through fees, foreign financial transaction
taxes when applicable, and any other fees required by law. Cash balances in an Account may be invested in money market
mutual funds including, as permitted by law, those with which we have agreements to provide advisory, administrative, distribution,
and other services and for which we receive compensation for the services rendered. You should understand that, depending on
interest rates and other market factors, the yield that you earn on cash and cash alternatives, including cash sweep deposits, CDs
and money market funds in an Account, has been, and may continue in the future to be, lower than the aggregate advisory fees
you pay on cash assets held in an Account. As a result, depending on the interest rate environment, you may experience a
negative overall investment return with respect to cash held in an Account. Furthermore, in some instances, the effective return on
a cash sweep may be negative.
Your Financial Advisor may suggest that you use other products and services that we offer, but that are not available through the
Account ("Non-Program Assets"). Non-Program Assets are not charged a Program Fee or a Platform Fee, are not considered in
determining the Advisory Account Credit, and are not considered a part of the Program or Program services. We generally
recommend that you hold these Non-Program Assets in a separate brokerage Account. If a non-Program Fund is purchased or
transferred into the Account and later becomes a Program-eligible Fund, the Program Fee and Platform Fee will apply to that
Fund and it will become subject to the Rebalance Trading System. You will incur any usual and customary brokerage charges and
fees imposed on transactions in Non-Program Assets which could include: any dealer markups and odd lot differentials and
transfer taxes; charges imposed by broker-dealers and custodians other than us and fees for other products and services that we
offer; offering discounts, commissions and related fees in connection with underwritten public offerings of securities; margin
interest and operational fees and charges; IRA fees; and any redemption fees, exchange fees and or similar fees imposed in
connection with mutual fund transactions whereby we and your Financial Advisor receive additional compensation on these Non-
Program Assets. Where these fees apply, the more transactions you enter into, the more compensation that we and your Financial
Advisor receive. This compensation creates an incentive for us to recommend that you buy and sell, rather than hold, these
investments. We also have an incentive to recommend that you purchase investment products that carry higher fees than
investment products that carry lower fees or no fees at all.
If you invest in certain foreign stocks or American depository receipts ("ADRs"), you will be subject to foreign tax withholding on the
dividends paid or interest earned. An ADR represents underlying shares of a foreign corporation which are held and issued by a
bank. While ADRs are traded on U.S. markets, the income and tax withholding are subject to the rules and regulation of the foreign
tax authorities with jurisdiction over the underlying corporation. When dividends or interest is paid to investors on such foreign
securities, the tax authorities for that country require the payor to withhold taxes for certain foreign investors. This can negatively
impact the rate of return on your investment. U.S. clients could be eligible to reclaim a portion of foreign taxes that are withheld
and/or receive a preferential foreign tax rate on foreign securities by filing specific tax forms seeking such relief. We do not provide
tax advice. Please consult your tax advisor for specific information on foreign tax withholding, your eligibility to reclaim a portion of
taxes withheld and/or receiving a preferential foreign tax rate and the costs associated with these filings.
Any non-brokerage fees that are not included in the fees for Program Services will be charged to your Account separately. Should
you be permitted to purchase or hold securities in your account that are outside of the Program Services offered, you will incur any
usual and customary brokerage charges and fees associated with such holdings.
If you choose to use Trust services provided by our affiliate, Wells Fargo Bank, N.A., additional costs apply that are in addition to
the advisory fees disclosed above. These Trust services would include custody of your account at Wells Fargo Bank, N.A. The
fees for these services will be separately agreed upon and disclosed to you by the bank and compensation for those services will
be paid directly to the bank separate from the advisory fee.
Mutual Funds and Exchange-Traded Funds in Advisory Programs
When structuring our advisory Program offerings, we determine the universe of mutual funds and ETFs that will be made available
to advisory Program Clients. Although mutual fund companies typically offer multiple share classes of each of their mutual funds
with varying levels of fees and expenses, we generally choose a single share class of each mutual fund for our advisory Program
platform.
We do not seek to offer mutual funds or share classes through our advisory Programs that are necessarily the least expensive.
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Investing in mutual funds will generally be more expensive than other investment options available in your advisory Account,
including many ETFs. In addition to the Program Fee and the Platform Fee, you will also bear a proportionate share of each fund's
expenses, including investment management fees that are paid to the fund's investment adviser, and distribution, shareholders
services or other fees paid to us and our affiliates. These expenses are an additional expense to you and not covered by the fees
for Program services; rather, they are embedded in the price of the fund. You should carefully consider these underlying expenses,
in addition to the Program Fee and Platform Fee, when considering any advisory Program and the total compensation we receive.
Other funds and share classes may have different charges, fees, and expenses, which may be lower than the charges, fees, and
expenses of the funds and share classes we make available. These funds and share classes are available through other broker-
dealers and financial intermediaries, including our affiliates, and the Funds directly, including where lower-cost share classes are
made available. An investor who holds a less-expensive share class of a fund will pay lower fees over time — and earn higher
investment returns — than an investor who holds a more expensive share class of the same fund.
When we select a fund or fund family for our advisory Program platform, we consider a number of factors, including our costs to
operate the platform and additional compensation factors. In many circumstances, we receive payments and compensation from
fund companies, including where we effect transactions for, or provide services to, the funds, and not all of these payments and
compensation constitute Platform Support. We generally choose the lowest cost share class for our Advisory platform that pays us
an acceptable level, as determined in our discretion, of Platform Support and other compensation discussed below.
Generally, the Platform Support compensation from mutual funds for omnibus services performed is paid at a rate up to $25 per
year, per position or at a rate of up to 30 basis points on assets; compensation for networking service performed is paid at a rate of
up to $12 per year, per Client position or at a rate of 12 basis points on assets for networking services performed; and revenue
sharing is paid at a rate of up to 20 basis points for domestic funds and up to 55 basis points for offshore fund companies on
aggregate Client assets. The Platform Support compensation attributable to revenue sharing for actively managed ETFs is
calculated based on client account holdings of actively managed ETFs using a tiered rate that increases along with the
management fee of the ETF. Sponsors pay revenue sharing compensation which ranges up to a maximum rate of 15% of total net
expense ratio per year.
The mutual funds we include on our advisory Program platform do not pay us 12b-1 fees. Additional compensation and support
received in connection with mutual funds and ETFs is described in more detail below and is also described in the "Guide to
Investing in Mutual Funds" and "Guide to Investing in Exchange-Traded Products" at www.wellsfargoadvisors.com. Additional
compensation and support received in connection with advisory annuities is described in the "Guide to Buying Annuities" at
www.wellsfargoadvisors.com. Additional compensation and support received in connection with advisory annuities is not
considered Platform Support.
The additional compensation and support we receive from fund companies, which is not considered Platform Support, is for
ongoing educational and training services performed by us and compensation we receive in connection with data agreements.
This additional support varies between fund companies and even from fund to fund and share classes within the same fund
company. As a result, and notwithstanding amounts we credit to Accounts through the Advisory Account Credit or otherwise, to the
extent that we retain these payments, we have a financial incentive to offer one fund on our advisory Program platform over a
similar fund due to the compensation we retain from one fund versus another or one share class of a fund versus another. This
additional compensation poses a conflict of interest and influences the selection of funds, share classes, and fund companies that
we make available on the Advisory platform.
We seek to address these conflicts of interest through a combination of disclosing it to you, implementation of the Platform Fee
and Advisory Account Credit, and through our policies and procedures and related controls designed to ensure that the fees we
charge are fair and reasonable, including, as applicable, the Program Fee and Platform Fee and the additional compensation we
receive from funds other than Platform Support. If we did not receive support payments and additional compensation, we might
charge higher fees or other charges to you for the services we provide (or the Advisory Account Credit, where applicable, would be
less or $0). When evaluating the reasonableness of our fees and the total compensation we receive, you should consider not just
the Program Fee and the Platform Fee, where applicable, but also the additional payments and compensation we receive from
funds (and their affiliates), including compensation other than Platform Support, and your eligibility for, and the amount of, the
Advisory Account Credit.
For a listing of all share classes that a given fund offers, please refer to the fund's prospectus. Please call your Financial Advisor
for more information about any limitations on share classes available through us.
Over time, given funds may offer share classes with lower fees. In these instances, we will determine, from time to time in our
discretion, whether and in what manner to offer these share classes to our advisory Clients. This may result in shares you own of
the given fund being converted to the share class with lower fees or such share class with lower fees being available only for new
purchases. We review our policies, procedures and systems from time to time in our discretion to determine whether to continue to
offer funds with these multiple share classes, and reserve the right to no longer offer certain share classes within our advisory
Program platform.
Additional Payments Received from Funds
We typically receive support payments and compensation paid by fund complexes for ongoing Account maintenance, marketing
support, and education and training services we perform. This additional compensation can be broken down into general
categories:
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Networking and omnibus platform services compensation
•
Revenue sharing
•
Training and education support
•
Data Agreements
•
This additional compensation is described below, including which compensation is not considered Platform Support and is
therefore retained by Wells Fargo.
Networking and omnibus platform service fees
We or our service providers typically collect from mutual funds in which you invest, compensation for recordkeeping, sub-
accounting, shareholder communications, administrative, and other similar services we provide to a fund for your benefit. In
addition, we generally collect other asset-based fees for the execution of fund share purchases, or the performance of clearance,
settlement, custodial or other ancillary functions. We or our service providers collect such fees directly or indirectly from some or
all of the mutual funds in which you invest. When providing advisory services, WFCS does not pay any portion of these fees to its
FAs. The compensation paid for networking and omnibus platform services, if any, is negotiated separately with each fund
company, and the amount varies depending on the fund company and share class of each individual fund. In addition, not all
mutual funds pay network and omnibus platform service fees, as a result we have an incentive to include funds on our platform
and recommend funds that pay networking and omnibus platform service fees. Advisory Clients are not permitted to restrict their
Accounts to only mutual funds that do not pay networking and omnibus platform service fees. We do not collect networking and
omnibus payments on Program Accounts for ERISA plans, SEPs, and SIMPLE IRAs. Networking and omnibus platform service
fees generated based on mutual fund positions and assets under management in Participating Accounts are considered Platform
Compensation and included in the Advisory Account Credit.
Revenue sharing
Revenue sharing is paid by a mutual fund's investment advisor, distributor, or other fund affiliate to us for providing continuing due
diligence, training, operations and systems support and marketing to Financial Advisors and Clients with respect to mutual fund
companies and their funds. Revenue sharing fees are usually paid as a percentage of our aggregate value of Client assets
invested in the funds. Revenue sharing is also paid to us for actively managed ETFs. Revenue sharing rates can differ depending
on the fund family, and in some cases we receive different revenue sharing rates for certain funds and share classes within a
particular fund family. In addition, not all mutual funds and actively managed ETFs pay revenue sharing, as a result we have an
incentive to include funds on our platform and recommend funds that pay revenue sharing and/or pay a higher rate. Advisory
Clients are not permitted to restrict their Accounts to only mutual funds or ETFs that do not pay revenue sharing. We do not collect
revenue sharing payments on Program Accounts for ERISA plans, SEPs, and SIMPLE IRAs. Revenue sharing payments
generated based on mutual fund and actively managed ETF assets under management in Participating Accounts are considered
Platform Support and included in the Advisory Account Credit.
Training and education compensation
Certain mutual fund families, ETF providers and investment managers have agreed to dedicate resources and funding to provide
training and education in local branch offices or in larger group settings, including at the national level. This commitment could
lead our FAs to focus on the products offered by these firms versus products offered by firms not represented during these training
and education sessions. These meetings or events are held to teach Financial Advisors about the product characteristics, sales
materials, suitability, customer support services and successful sales techniques as they relate to various products. We select the
firms that participate in the training and education events based on a variety of qualitative and quantitative criteria and may
provide supplemental sales and financial data to these firms. The subset of firms that offer this support and participate in
nationally-organized training and education events changes periodically. The resources and funding for training and education are
not considered Platform Support and are not included in the Advisory Account Credit.
Data Agreements
We work with various mutual fund complexes, ETF providers, annuity companies and Alternative Investment advisors and/or
managers to provide aggregated sales data. Payments for Data Agreements are not considered Platform Support and are not
included in the Advisory Account Credit. Generally, the payments range up to $1,150,000 per year for data agreements from
mutual fund complexes, ETF providers, annuity companies and Alternative Investment advisors/managers.
For more information about our compensation derived from mutual funds, please see "A Guide to Investing in Mutual Funds" or
the "General Account Agreement and Disclosure Document."
Account Termination
You or we may terminate an Advisory Program Account by notifying the other party in writing of the Advisory Program Account to
be terminated and termination will become effective upon the receipt of the notice. If an Advisory Program Account is terminated,
we will make a pro-rata refund to you of fees paid to us pursuant to the Agreement for the period after the date of effectiveness of
such termination through the end of the then current fee period. The Platform Fee is charged in arrears and will not be refunded.
Client Agreements terminated prior to the application date of any Advisory Account Credit will not be entitled to any portion of such
credit (nor shall such account be subject to the Platform Fee for such quarter).
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If you choose to terminate your Agreement with any of our investment advisory Programs, we can liquidate your Account if you
instruct us to do so. If so instructed we will liquidate your Account in an orderly and efficient manner. We do not charge for such
redemption; however, you should be aware that certain mutual funds impose redemption fees as stated in their fund prospectus.
For taxable Accounts, you should also keep in mind that the decision to liquidate security issues or mutual funds will result in tax
consequences that should be discussed with your tax advisor.
We will not be responsible for market fluctuations in your Account from time of written notice until complete liquidation. All efforts
will be made to process the termination in an efficient and timely manner. Factors that affect the orderly and efficient liquidation of
an Account include, but are not limited to, size and types of issues, liquidity of the markets, and market makers' abilities. Should
the necessary securities markets be unavailable and trading suspended, efforts to trade will be done as soon as possible following
their reopening. Due to the administrative processing time needed to terminate an advisory Account, termination requests cannot
be considered market orders. It could take up to several business days under normal market conditions to process your request.
Upon termination of the Account or transfer of the Advisory Share Class into a WFA retail brokerage Account, you authorize us to
convert, at our discretion, the Advisory Share Class to the mutual fund's primary share class, typically A shares, without incurring a
commission or load without your prior consent. You understand that the primary share class generally has higher operating
expenses than the Advisory Share Class, which will negatively affect your performance. Certain mutual fund shares are required
to be redeemed as part of the Account termination, as stated in their prospectus.
If a Program Account is terminated, but you maintain a brokerage Account with us, the money market fund used in a sweep
arrangement could be changed and/or your shares exchanged for shares of another series of the same fund. You will bear a
proportionate share of the money market fund's fees and expenses. You are subject to the customary brokerage charges for any
securities positions sold in your Account after the termination of Program services.
Certain SMA strategies available in the Personalized UMA Program invest in mutual funds that are only available to that
Manager's Personalized UMA Client Accounts. These mutual funds are proprietary to the Manager, carry no expense ratio, and
must be liquidated if either you or we terminate the Manager. These mutual funds will not be transferred out of the broker/dealer
through the ACAT process. Portfolios that include this type of investment vehicle as a holding are subject to the Manager's
discretion with respect to harvesting tax gain/loss requests from the pooled vehicle. Restrictions cannot be applied to the pooled
vehicle. Refer to the Manager profiles for a description of Manager portfolio holdings, including investments in these dedicated
"pooled investment vehicles."
Class Action Services
Beginning January 2025, all WFA accounts will be automatically enrolled in the Class Action Service also described in the Client
Agreement. The Class Action Service authorizes WFA to automatically file a claim on your behalf if WFA receives notice of a class
action lawsuit that impacts securities purchased in your Account. The terms of the Class Action Service apply to your Account
unless you have opted out. You are not obligated to continue to use the Class Action Service and you may opt out at any time by
notifying your Financial Advisor. The Class Action Service is a separate administrative service, is not part of the advisory services
included in any Advisory Program and WFA does not act in an advisory capacity when making this service available to you. WFA
will not provide legal advice regarding your participation in any class action.
Broadridge Investor Communication Solutions, Inc. ("Broadridge") administers the Class Action Service and, in exchange for
administering the Class Action Service, Broadridge will retain ten percent (10%) from any class action settlement payment
received on your behalf. The remainder of the class action settlement payment will be credited to your Account and will be subject
to the fees described in your Client Agreement and the Program Features and Fee Schedule incorporated into your Client
Agreement. In cases where WFA elects not to submit a claim for any class action for which you are otherwise entitled to submit a
claim, WFA will notify you in writing in advance of the submission deadline and provide you with the individual class action notice
so you may submit a claim directly to the claims administrator if you so choose. You are encouraged to carefully review the
complete terms and conditions of the Class Action Service, which can be found in the Client Agreement, or to contact us should
you have questions.
Account Requirements and Types of Clients
The minimum initial Account values for the Programs described in this document are listed below. We have the right to terminate
Client Accounts with written notice if they fall below minimum Account value guidelines established by the Firm. At our discretion,
we can choose to waive the minimum Account size.
We act as sub-adviser for certain advisory Programs offered by our affiliate WFAFN, and certain fully-disclosed firms that clear
their transactions through us as a qualified custodian.
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Minimum Account Size
Personalized UMA Multi Strategy
Optimal Blend
$200,000 or portfolio minimum
Custom Blend
$10,000 subject to investment minimum
Personalized UMA Single Strategy
SMA Strategies
Minimum Account Size
$50,000 subject to Manager’s minimum
FundSource Optimal Blend
$25,000
$10,000
FundSource Foundations Optimal Blend
Minimum Account Size
Personalized UMA Single Strategy–Allocation Advisors strategies
ESG Aware, Tactical Active/Passive and Intuitive Investor ETF
$10,000
$25,000
Strategic ETF, Active/Passive, Morningstar Strategic ETF, Morningstar
ETF
$50,000
CAAP Plus and Tactical ETF
Minimum Account Size
Personalized UMA Single Strategy–Wells Fargo Compass Asset
Allocation strategies
$250,000
Conservative Growth & Income
$250,000
Moderate Growth & Income
$250,000
Aggressive Growth & Income
$250,000
Conservative Growth
$250,000
Moderate Growth
$150,000
Aggressive Growth
Minimum Account Size
FundSource
FundSource Optimal Blend
$25,000
FundSource Customized Blend
$25,000
$10,000
FundSource Foundations Optimal Blend
Private Advisor Network
Private Advisor Network
Minimum Account Size
$100,000 subject to Manager’s minimum
Minimum Account Size
Customized Portfolios
Custom Option Portfolios
$1,000,000
Types of Clients
We provide the advisory services described in this brochure to individuals, pension or profit sharing plans, trusts, estates or
charitable organizations, corporations or other business entities, governmental entities and educational institutions, as well as
banks or thrift institutions.
Portfolio Manager Selection and Evaluation
Each Program described in this Disclosure Document has specific criteria used in evaluating and/or selecting Portfolio Managers
or underlying investments for inclusion in the Program.
Personalized UMA Due Diligence
Quantitative and qualitative measures are used to identify a select number of investment strategies within the varied asset class
and investment approach combinations. The factors influencing the inclusion of a Manager or mutual fund on
the Personalized UMA roster typically includes a statistical analysis of the Manager or fund's past record and management style;
the assessed quality of the investment process; changes in investment process or personnel; the number, continuity and
experience of the investment professionals; a completed questionnaire; database information on the firm and interviews with
members of the investment management team. The inclusion of ETFs typically includes an assessment of liquidity levels and
tracking error versus corresponding market benchmarks.
We include affiliated Managers on the recommended roster and within Optimal Blends and FundSource® Optimal Blends. WFII or
their agent conduct due diligence on these Managers and their portfolio strategies consistent with the due diligence performed for
unaffiliated Managers. We review the use of affiliated Managers, if any, within an Optimal Blend strategy at least annually to
ensure objective and consistent due diligence standards are applied to both affiliated and unaffiliated Managers.
We will periodically review each Manager's qualifications as a Manager and reserve the right to remove and replace the Manager
if we find the Manager no longer meets WFA's standards for the Program.
Manager Due Diligence Process
Managers and strategies must be on the Roster of reviewed strategies. The Roster and assigned ratings, described below, are
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based on due diligence provided by our affiliate, WFII. The Manager and strategy evaluation process is intended to offer a diverse
list of assessed investment strategies that represent a broad array of asset classes and investment approaches from which you
can select one or more Managers and/or strategies to handle the day-to-day investment management of your Account(s).
Ratings:
Recommended:
A Recommended rating is assigned to a strategy in good standing with WFII's Global Manager Research ("GMR") and the
coverage analyst has high conviction in it. The evaluation process for consideration of an investment strategy with a
Recommended rating is focused on both quantitative and qualitative analysis. Inputs into the process include the review of relevant
information requests and documentation provided by the Managers and an analysis of the individual Strategy's past performance
records relative to pertinent market or peer benchmarks and market-based expectations. Additional factors considered typically
include the number, continuity and assessed experience of investment professionals and any substantial changes in investment
process or personnel. The review process includes upfront and periodic discussions with Manager personnel. These discussions
and resulting information flow typically pertain to investment performance, staffing, operations, asset flows, financial condition or
other such matters that upon further assessment could influence the ongoing rating or availability of the Manager or strategy.
Supported (ERF) Eligibility Review Framework:
A Supported (ERF) rating is assigned to a strategy that has passed the quantitatively-oriented Eligibility Review Framework (ERF),
and is considered acceptable to own. In relation to a Recommended rating, the process by which strategies with a Supported
(ERF) rating are evaluated on an on-going basis is less comprehensive and more quantitatively focused through the Eligibility
Review Framework (ERF). While the process can include direct discussions with the Managers, the primary sources of information
come from manager-provided documentations and third-party databases. Initial and periodic assessed factors often include a
quantitative review of past performance, the number and tenure of investment personnel, and asset levels and flows. A
quantitatively-oriented review will be applied to assess investment and business-related characteristics, but with a qualitative
review of the output being the final determining factor.
Watch Ratings:
In cases where ongoing assessments indicate areas of uncertainty or potential for growing concern. A Watch rating has three
levels:
•
Recommended: Watch - Level I - An event has occurred and is being evaluated. Pending the outcome of the evaluation,
GMR maintains its recommendation for new purchases.
• Watch - Level I (ERF) - An event has occurred or an ERF eligibility threshold has not been met. Pending additional
•
monitoring through the ERF process, GMR does not suggest restriction of new money into these products.
Recommended: Watch - Level II - An event has occurred that has the potential to impact longer-term investment
prospects and is being evaluated. Pending the outcome of the evaluation, GMR maintains its recommendation for new
purchases.
• Watch - Level II (ERF) - An event has occurred that may have the potential to impact longer-term investment prospects, or
an ERF eligibility threshold has not been met for multiple quarters. Pending additional results of the ERF review process,
GMR does not suggest restriction of new money into these products.
• Watch - Level III - An event has occurred that triggers significant concern with respect to the future investment prospects
of a strategy. GMR recommends restricting new money into the strategy.
• Watch - Level III (ERF) - A significant event has occurred that may have the potential to impact longer- term investment
prospects, or an ERF eligibility threshold has consistently not been met for multiple quarters. GMR suggests restriction of
new money into these products.
Sell/Sell (ERF):
A significant event has occurred with a high probability of materially impacting longer-term investment prospects. Used when GMR
believes the time to exit a strategy should be relatively short. (GMR expects this rating to be seldom used for Supported products,
but could be used in situations of extremely heightened concern.)
Sunset:
Assigned when GMR believes a relatively longer time period for Clients to exit a strategy is acceptable.
Sunset (ERF):
A significant event has occurred with a high probability of materially impacting longer-term investment prospects, or an ERF
eligibility threshold has consistently not been met for an extended number of quarters. Used when GMR believes a relatively
longer time period to exit is acceptable.
In addition to the previously described evaluation processes for both the Recommended and Supported (ERF) ratings, we reserve
the right to determine the availability of any particular Manager available within Personalized UMA.
Manager Roster/Status Changes and Program Terminations:
For strategies currently available, ongoing reviews can result in a change of rating or removal from the SMA strategies roster.
Strategies that meet the criteria for the Supported (ERF) rating but no longer meet the criteria for Recommended rating would
transition to the evaluation process used for the Supported (ERF) rating.
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Based on the individual Strategy assessment, a Strategy with a Supported (ERF) rating can also be elevated to the
Recommended rating. In such cases, the ongoing review of the Strategy would transition to the evaluation process used for the
Recommended rating.
If a strategy is rated Watch, the strategy will remain on Watch until such time that continued assessment warrants either: removing
the Watch rating; or terminating the Strategy. Circumstances also arise under which a Strategy is more expeditiously removed
from the Program (i.e., without first being rated Watch).
Some Managers have the same strategy available to Clients in both Personalized UMA and the Private Advisor Network Program.
In these instances, the fee structure and services provided are different for Personalized UMA and the Private Advisor Network
Program. Please refer to the disclosure information for Personalized UMA and the Private Advisors Network Program contained in
this document to review the specific services and fee structure of each. Please be aware that we have a financial incentive to
recommend the use of a particular strategy within one Program over another; however, we intend to make all recommendations
independent of such incentives and based solely on our obligations to consider your objectives and needs.
The implementation of a Manager recommendation could be effected immediately for other managed Accounts prior to or
simultaneous with providing the same advice for your Account; because of the delay involved, your Account could receive higher
or lower execution prices.
Mutual Fund Due Diligence Process
We classify the mutual funds available in FundSource as either Recommended List or Pathways List Roster of funds. These lists
include only open-end mutual funds that offer shares at net asset value through advisory programs, such as those described in
this Disclosure Document. The Recommended List of funds is determined by due diligence provided by our affiliate, WFII. WFII
uses both qualitative and quantitative criteria when evaluating funds for inclusion on the Recommended List. WFII will typically
meet with the fund company portfolio managers and research staff to discuss the underlying investment philosophy of the fund
and how that philosophy is manifested in security buy and sell decisions. Our research team also seeks to understand the
capabilities of the portfolio manager or team managing the fund, to assess how the investment process performed in different
market environments. Additional factors influencing the inclusion of a mutual fund on the Recommended Roster typically includes
a statistical analysis of the fund's past performance record and management style; the assessed quality of the investment process;
changes in investment process or personnel; and the number, continuity and experience of the investment professionals. As part
of our research process, WFII maintains due diligence and database information on each of the Recommended List funds. The
due diligence process is a continuing one, funds can be added or removed from the Recommended List based on these ongoing
assessments.
Pathways List mutual funds are used in the Pathways Optimal Blends. Russell Investment Management is responsible for the
asset allocation and selection of Russell funds used in the Pathways Optimal Blends. WFII is conducting due diligence on Russell
Investment Management and their investment process used to construct the Pathways Optimal Blends and select sub-advisors
used by the Russell funds. WFII analysts do not conduct qualitative and quantitative analysis on Pathways List mutual funds. WFA
conducts a review of the mutual funds prior to making them available on the Pathways List of funds which includes a review of
fund expenses, performance using third-party research reports provided by Morningstar®, and trading and operational capabilities
of the funds. Fund sub-advisors are terminated or replaced by Russell generally due to changes in senior investment personnel
and/or a deviation from the desired investment discipline. Such changes to fund investments are made without prior notice to you.
We reserve the right to remove a mutual fund from either a FundSource Optimal or Customized Blend and replace it with another
fund with a similar management style without your consent. For taxable Accounts, fund replacements will have tax consequences.
Our reasons for removing a mutual fund from an Optimal Blend(s) or WFII removing a mutual fund from the Recommended List
Roster includes, but is not limited to, its failure to adhere to expected investment objectives or a given management style, a
material change in the professional staff managing the fund, unexplained poor performance, a change of the investment
management process, or the identification of a better alternative. We will, at our sole discretion, determine whether any or all of
these factors are material when deciding to make a replacement. On occasion, funds removed from the Recommended List
Roster will remain in the Optimal Blend, based on trade timing, replacement fund availability or other model-specific trade
considerations. You also have the ability to remove a mutual fund from your Account. If a fund is removed from the Recommended
or Pathways Roster of available funds, or when Russell recommends changes to specific model portfolio, we will act as your
attorney-in-fact with full power and authority to buy, exchange, sell or otherwise effect transactions in your name in shares of
mutual funds in your FundSource Account.
In addition to replacing a mutual fund within an Optimal Blend, we adjust the target allocation within an Optimal Blend from time to
time without your consent. We modify the allocations and/or selected funds when we believe it is in the interests of our investors to
do so. Individual mutual funds and mutual fund combinations are selected based on both quantitative and qualitative methods.
Quantitative methods include examination of historical performance as well as the biases that have characterized a given
manager's investment approach. Qualitative considerations include, but are not limited to, the tenure and assessed experience of
the investment professionals, the perceived quality of the investment process, the risk/return expectations for individual funds, and
other factors that impact the investment decision.
We meet as necessary to make appropriate changes to the firm's current asset allocation recommendations. We will review these
recommendations and apply them to the portfolios, as appropriate. We and/or our agent will review the use of any affiliated
managers within an Optimal Blend strategy at least annually to ensure objective and consistent due diligence standards are
applied to both affiliated and unaffiliated managers. WFII meets regularly to review the current FundSource recommendations and
make appropriate changes to the current asset allocation models and/or the list of research recommended mutual funds. As
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mutual funds reach capacity, they are subject to closure to new contributions by existing investors and/or to new investors. In such
instances, we will seek appropriate, alternative mutual funds for the affected Optimal Blend portfolio(s), or establish a new version
of the model for new FundSource Clients.
Mutual Funds Risks and Considerations
Significant cash flow impacts & redemption risk. From time to time, one or more of the mutual funds held in a Program
Account could experience relatively large cash flows (i.e. investments or redemptions by investors in a mutual fund). Significant
cash flows can result from a variety of reasons, such as, research that we make available to our FAs and clients, WFII’s removal
of the mutual fund from the Recommended List, model recommendations that we and/or Russell make in the FundSource and
Pathways programs and/or investment decisions made by unrelated third-party decisionmakers that make significant investments
in or redemptions from the particular mutual fund held in a Program Account. For certain mutual funds, our advisory clients, in the
aggregate, could constitute a majority or full ownership of the mutual fund’s shares. This can increase the chance of significant
redemption events when we decide to reduce in full or in part our client’s allocation to the fund. Significant redemptions and
investments can adversely affect the mutual funds given the process and time required to sell portfolio securities as a result of
redemptions or to invest the cash that results from additional purchases. For shareholders, significant redemptions — whether
initiated by us or our FAs or unrelated third-party investors — can result in unexpected capital gains liabilities that are materially
higher compared to prior years. In cases of significant redemptions in declining markets or periods of depressed market prices,
risks to mutual fund shareholders include: declining share price as portfolio securities are sold into an already declining or
depressed market resulting in lower redemption prices for redeeming shareholders and lower share price for our remaining
shareholder advisory clients; delayed redemptions during which time fund shareholder capital remains at risk of continued market
decline; and the possibility of the mutual fund exercising its right to redeem shares “in-kind” to the shareholder. Representing the
interests of our Clients, to the extent possible, we take measures to minimize the adverse impact of such transactions. However,
we cannot guarantee that such measures will be effective in any particular circumstance or that losses related to significant
investment or redemption decisions can be avoided. With respect to significant cash flows resulting from decisions of unaffiliated
third-party investors, we cannot control their actions, nor do we have advance knowledge of such decisions. The same risks and
considerations regarding significant cash flows described here generally apply to ETFs as well.
Aggregate ownership concentration and management. We monitor the overall aggregate ownership of mutual funds, ETFs,
and other registered funds (collectively “registered funds” for purposes of this subsection) controlled by us, our affiliates, and our
or our affiliates’ Client Accounts in order to avoid potential restrictions on our ability or the ability of our affiliates to engage in other
transactions with specific registered funds. As a result of these aggregate ownership limit levels, from time to time, we may impose
limits or restrictions on Client Accounts to invest in particular registered funds. Investment allocations in registered funds are on a
“first come, first served” basis, therefore a Client Account could be precluded from investing in a registered fund that may have
been previously available and recommended for investment for other Client Accounts prior to having reached our current
aggregate ownership limit. Redemptions by third-party investors or tender offers and buy backs by registered funds can increase
the percentage ownership held by us, our affiliates and our advisory clients and, as a result we may temporarily preclude
investments by us, our affiliates and discretionary account clients until we decide to permit further investment into the registered
fund. The forgoing does not apply to self-directed brokerage accounts.
Because we include ownership by different entities or business units of ourself and our affiliates in monitoring and managing
aggregate ownership levels, these considerations create conflicts of interest for us with respect to availability of investment
opportunities for our Client Accounts in registered funds. When we or an affiliate purchase shares of a mutual fund or ETF, there is
a corresponding reduction in availability of that registered fund for our discretionary clients.
Finally, from time to time, we may determine that certain registered funds will not be subject to the aggregate ownership limits,
which increases the risks associated with large ownership positions described in sub-section “Significant Cash Flow Impacts &
Redemption Risk,” above.
Share class conversions. We, at our discretion, undertake share class conversions of mutual funds if an advisory or institution
share class becomes available, as long as the fund company allows the conversion to be processed on a tax-free exchange basis.
If there is a retail brokerage share class available, we will convert mutual fund shares back to non-advisory or institutional share
class shares if you leave the Program.
Certain mutual funds not available to all Clients. Certain mutual funds are not available to all Clients because of Account
types, minimum purchase requirements, geographic availability, fund closures or other factors.
General Due Diligence Information
Information collected by WFA and/or WFII regarding Managers, mutual funds and ETFs is believed to be reliable and accurate,
but we do not necessarily independently review or verify it on all occasions. While performance results are generally reported to us
through consultants or Managers on a standard gross of fees or a commission basis, we do not audit or verify that these results
are calculated on a uniform or consistent basis as provided by a Manager directly to us or through the consulting service we use.
Other than in connection with our consulting responsibilities, we do not assume responsibility for the conduct of Managers, mutual
funds or ETFs that you or we select, including their performance or compliance with laws or regulations. You should also be aware
that shares of any particular security will fluctuate in value and when redeemed or sold could be worth less than their original cost.
There is no guarantee that your target allocation or our recommendations will protect against such loss of investment.
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You should understand that:
a)
past performance of a Manager, mutual fund, ETF, advisory annuity, and/or Alternative Investment is no guarantee of
future results;
b) market and/or interest rate risk can adversely affect any objectives and strategies of a Manager, mutual fund, ETF,
advisory annuity, or Alternative Investment and could cause a loss in your Account;
c)
a Manager's past performance does not reflect management of any Program Account, the performance of which varies
according to a number of factors, including the size, timing of Account investment, individual Client investment limitations
and the process whereby we effect trades based on the advisers' instructions; and
d)
your risk parameters or the comparative index selections you provide us are guidelines only; there is no guarantee that
they will be met or exceeded.
Services Tailored to Individual Client Needs
All of our investment recommendations for Program Accounts are based on an analysis of your individual financial needs. They
are drawn from research and analysis we believe to be reliable and appropriate to your financial circumstances. Each of the
advisory services we offer is tailored to a specific type of investor and designed to meet their individual investment objectives,
financial needs and tolerance of risk. A detailed description of these Programs is provided in the "Services, Fees and
Compensation" section.
Client Restrictions and Instructions
We will comply with any reasonable instructions and/or restrictions you give us when making recommendations for your Account.
Reasonable instructions generally include the designation of particular securities or types of securities that should not be
purchased for the Account.
If your restrictions are unreasonable or if we, or your Financial Advisor, believe that the restrictions are inappropriate, we will notify
you that unless the restrictions are modified, we will remove your Account from the Program. You will not be able to provide
instructions that prohibit or restrict the investment adviser of an open-end or closed-end mutual fund or an ETF, with respect to the
purchase or sale of specific securities or types of securities within the fund or ETF.
Our policy is generally to liquidate your preexisting securities portfolio immediately and bring the Account into conformity with your
target allocations. If you wish to hold certain positions for tax or investment purposes, you should consider holding these positions
in a separate Account.
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.
Methods of Analysis, Investment Strategies and Risk of Loss
The Methods of Analysis used and Investment Strategies available in each Program are described above in the "Services, Fees
and Compensation" and the "Portfolio Manager Selection and Evaluation" sections.
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 will not be responsible for losses resulting from such trading or for any transactions that we
have not recommended to you.
Voting Client Securities and Corporate Actions
Beginning January 1, 2026, practices with respect to proxy voting and voluntary corporate actions described in newly added
“Proxy Voting Practices” and “Voluntary Corporate Actions” sections below will replace the existing practices described in the
current “Proxy and Reorganization” section. The current “Proxy and Reorganization” section will continue to apply through
December 31, 2025.
Proxy Voting Practices
Responsibility for voting the proxies of the securities in your Account depends on the Program in which your Account is enrolled
and the type of security held within your Account. In certain Programs identified below, unless you decide to opt out, by the terms
of the applicable Program Features and Fee Schedule you authorize proxies for securities in your Account to be voted as
described in this section. When authorized on an Account, except as otherwise described below and in the applicable Program
Features and Fee Schedule, we typically will vote proxies in accordance with Wells Fargo Wealth & Investment Management’s
proxy voting policy (“WIM Proxy Policy”). For all Programs, you may rescind authorization to us and retain such authority for
yourself or an agent of your choosing (“Agent” or “Your Agent”). Your request to rescind will be effective upon our
processing of your written request.
Programs in Which WFA is Responsible for Voting Client Securities
Unless you opt out, the WIM Proxy Policy will be used to instruct proxy voting for securities (except with respect to securities
issued by Funds, as defined below) in Accounts enrolled in the following programs: Personalized Unified Managed Account
(except Accounts enrolled in a Single Manager Strategy managed by an unaffiliated Discretionary Manager, addressed below);
FundSource; Private Investment Management; Fundamental Choice; and Customized Portfolios.
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Proxy Committee. Wells Fargo’s Wealth & Investment Management division (“WIM”) has established the WIM Proxy Committee
(“Committee”) to oversee the development and implementation of WIM’s Proxy Voting Policy, Procedures and Guidelines (“Policy
Guidelines”). The Committee’s primary objective is to ensure that proxies are voted in a manner that is in the best economic
interest of the Client. The Committee is comprised of members representing the advisory and fiduciary services businesses that
make up WIM — WFCS, WFAFN, WFII, Wells Fargo Bank, N.A., and the Wells Fargo Delaware Trust Company, N.A.
Proxy Voting Policy, Procedures, and Guidelines. The Policy Guidelines have been developed and adopted by the Committee.
The Policy Guidelines seek to direct voting in a consistent manner that is in the best economic interests of our Clients and address
conflicts of interests. The Policy Guidelines cover a variety of voting topics such as board of directors, audit, compensation,
shareholder rights, capitalization, strategic transactions, proxy contests, environmental and social shareholder proposals and
miscellaneous items. The Committee reviews the Policy Guidelines at least annually and makes updates as warranted based on
changes in policy or other considerations. Any amendments to the guidelines will not be effective until at least 90 days following
such amendments.
A copy of the Policy Guidelines is available at www.wellsfargo.com/proxyvoting or upon request to your Financial Advisor.
WIM Proxy Policy. The WIM Proxy Policy provides a set of voting instructions for specific proposal types.
WIM’s proxy voting team and the Committee have developed the WIM Proxy Policy in accordance with the general voting
principles contained in the Policy Guidelines. The WIM Proxy Policy voting instructions are applied by a third-party Proxy
Administrator (described below) to specific proxy proposals for securities in your Account.
The WIM Proxy Policy is not applied to proxies related to securities issued by investment companies registered under the
Investment Company Act or Alternative Investments.
Case-by-Case Votes, Exceptions and Overrides. Except with respect to proxy votes involving a material conflict of interest (as
discussed below), in certain cases — e.g. unique company circumstances or proposal types — the best interests of our Clients
may warrant specific case-by-case reviews, or consideration of voting in exception to or in override of the WIM Proxy Policy.
Certain proposal types can also be designated for additional assessment of the broader context or specific factors before a final
voting decision is made. Votes made in exception to or in override of the Policy Guidelines or WIM Proxy Policy are reviewed and
affirmed by the Committee.
Proxy Administrator. A third-party administrator (“Proxy Administrator”) has been retained to facilitate voting operations and
processing. The Proxy Administrator provides various services including: applying designated proxy voting policies — either our
WIM Proxy Policy or third-party voting policies — to specific proposals; preparing proxies for submission; providing access to data
pertinent to voting decisions, and third-party research and voting policies. The Committee conducts oversight of the Proxy
Administrator and reserves the right to change the administrator at any time.
Conflicts of Interest. Wells Fargo offers a wide scope of financial services to different client and customer constituencies. This can
result in conflicts of interest arising between different parts of the organization and clients served. Although it is not possible to
anticipate every potential conflict of interest that could arise, generally such potential occurrences include business or personal
relationships of Wells Fargo management, officers, board of directors, or business units that could create a vested interest which
could favor voting in ways that benefit Wells Fargo or employees of Wells Fargo rather than voting in the best economic interests
of Clients as shareholders in a particular company.
In cases where the Committee determines that a material conflict of interest exists with respect to a proxy vote that cannot be
appropriately addressed through application of the WIM Proxy Policy, vote instructions will be provided by an independent firm
(“Independent Voting Advisor”) pre-selected by Wells Fargo. The Independent Voting Advisor will also be responsible for providing
vote instructions on all proxies related to securities issued by Wells Fargo & Company.
The Independent Voting Advisor is subject to change with at least 90-days (calendar days) notice to the Independent Voting
Advisor.
Information on the current Independent Voting Advisor is available upon request to your Financial Advisor.
Directing Individual Proxy Votes. We do not permit Clients to instruct us on how to vote their securities for a particular proxy
proposal. If you want to ensure that a proxy is voted in a particular manner, you should retain voting authority for yourself in which
case you will be responsible for all proxy voting for your Account.
Obtaining Information on Voting. You may obtain information about how WIM voted your securities by contacting your Financial
Advisor.
Voting Client Securities Issued by Mutual Funds and Exchange-Traded Funds
For regulatory compliance purposes, neither WFA, WIM nor the Committee will provide voting instruction or influence on the
proxies of any securities issued by funds registered under the Investment Company Act of 1940 (including mutual funds, closed-
end funds, UITs and ETFs) (“Funds”). Therefore, for the proxies of Funds in Accounts enrolled in the Personalized Unified
Managed Account (except Accounts enrolled in a Single Manager Strategy managed by an unaffiliated Discretionary Manager),
FundSource, Private Investment Management, Fundamental Choice, and Customized Portfolios, proxies will be voted under
policies developed by an independent third-party proxy voting advisor (“Independent Fund Voting Policies”). The Independent
Fund Voting Policies are selected by the Committee. We will not under any circumstances override or seek to influence the
development of application of Independent Fund Voting Policies. We reserve the right to instruct the Proxy Administrator to replace
the Independent Fund Voting Policies if deemed necessary, and with at least 90-days (calendar days) notice to the Proxy
Administrator prior to their implementation of the change.
You can obtain the current Independent Fund Voting Policies at www.ejproxy.com/methodology and selecting the "Wealth-Focused
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Policy” or by request to your Financial Advisor.
Any proxy solicitations related to unit investment trusts will also be handled in the same manner described in this subsection.
Personalized UMA Single Strategy Accounts
For Accounts enrolled in Personalized UMA Program with a Single Strategy managed by an unaffiliated Discretionary Manager
(both terms used as described in the Services, Fee and Compensation section above), your Program Features and Fee Schedule
authorizes the Discretionary Manager to vote the securities — including securities issued by mutual funds and exchange-traded
funds — in your Account. In order for the Discretionary Manager to vote the securities in your Account, we will forward proxy
materials, annual reports and other issuer-related materials to the Discretionary Manager. The Discretionary Manager will either
vote the proxies for the securities in your Account or delegate these responsibilities to a proxy voting service that they have
retained. When the Discretionary Manager or their delegate votes (or refrains from voting) proxies, you will not receive proxy
materials or annual reports related to securities or other property.
The “Voting Client Securities” section of the Discretionary Manager’s Form ADV Part 2A — provided to you upon appointment of
the Discretionary Manager to your Account — describes their voting practices, how to obtain their proxy voting policies and
procedures, and indicates whether you can direct your vote on a particular solicitation.
Neither we nor the Committee review the Discretionary Manager’s voting policies or practices.
If the Discretionary Manager for your Account is WFII or WFA, proxies will be voted in accordance with WIM Proxy Policy
unless, as described above, the proxies are for Funds or securities for which we have identified a conflict of interest.
Rescinding Authority To Vote Securities in Your Account
You may rescind delegation of authority to vote proxies from us or any Discretionary Manager at any time by submitting your
written request to revoke. Your request will be effective upon us processing your written request to rescind.
Effect of Non-Program Assets in Accounts
Except for Accounts enrolled in the FundSource Program, holding Non-Program Assets in your Account will result in responsibility
for voting proxies reverting to you until all Non-Program Assets have been removed from the Account and we have received and
processed your written authorization for us to resume voting as described above.
Alternative Investments Held in Program Accounts
For securities issued by Alternative Investments in an Account, we will not be responsible for voting the proxies for these
securities. Voting the proxies of these securities is your responsibility. You will directly receive information regarding voting for any
Alternative Investments, and it is your responsibility to vote. We will not render any advice on your proxy solicitations for these
securities.
Accounts Subject to ERISA and Internal Revenue Code Section 4975
For Accounts subject to ERISA or Section 4975 of the Internal Revenue Code, the same voting practices described herein will be
applied when exercising shareholder rights on securities in such Accounts. You are responsible for reviewing and monitoring our
practices and where applicable the WIM Proxy Policy, Independent Voting Advisor and their voting policies, and Independent Fund
Voting Policy. If you determine that either the WIM Proxy Policy or those of the Independent Voting Advisor or Independent Fund
Voting Policies are not appropriate for your plan based on its investment objectives and investment horizons, you should assume
responsibility for exercising shareholder rights by revoking our authority to do so or that of the Discretionary Manager. As
described above, the Policy Guidelines direct that all proxies to be voted in the best economic interests of the client for whom it is
voting.
Securities in Portfolios with Nonfinancial Objectives
Securities in portfolios with nonfinancial objectives will be voted in the same manner described above, irrespective of the
objectives of the strategy. Clients that wish proxies in these portfolios to be voted in a different manner should retain voting
authority for themselves.
Programs in Which Authorization and Responsibility to Vote Securities Remains with the Client
You are responsible for voting the proxies for the securities in your Account for the following Programs: Asset Advisor;
CustomChoice; and Private Advisor Network (unless the Private Advisor Network Manager for your Account has accepted your
delegation of authorization to vote). In these Programs we will not have nor accept proxy voting authority for any securities in your
Account. If we become aware of a proxy solicitation for a specific security, our responsibility will be limited to forwarding to you any
materials or other information regarding the solicitation and acting upon your express instructions to us. We will not render any
advice on your proxy solicitations. Clients may, upon written instruction to us, appoint an Agent to act on proxy solicitations on their
behalf. You are not permitted to delegate voting authority to us, your Financial Advisor or any of our affiliates.
If your Account is maintained at a custodian other than us—generally in the form of a delivery-versus-payment arrangement—
delegation of proxy voting authority to any party cannot be accommodated for any Program. It is your responsibility to arrange with
your Account’s custodian any delegation or forwarding or proxy materials to an Agent.
Voluntary Corporate Actions
Except as provided below, WFA—not the Committee—will handle any voluntary corporate action or proposal that does not require
a proxy (e.g. tender offers, repurchase offers, or corporate reorganizations) for securities in Accounts for which we have
discretionary trading authority. However, for corporate actions or proposals related to Funds, we will refrain from responding. For
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example, in the case of a repurchase offer by a Fund, your shares will not be offered for repurchase.
For the Personalized Unified Managed Account and the Private Advisor Network Programs, the Discretionary Manager, Model
Manager and Private Advisor Network Manager will instruct us on how to handle any voluntary corporate action or proposal that
does not require a proxy (e.g. tender offers, repurchase offers, or corporate reorganizations) including actions for mutual funds and
exchange-traded funds subject to their supervision. Therefore, we will forward all information related to corporate actions and
reorganizations to the unaffiliated Discretionary Manager or Model Provider (we will not send these notices or copies thereof to
you), and act on their instructions. Please note that we may not be able to act if we do not receive the instruction from the
Discretionary Manager or Model Provider at least 3 calendar days prior to the response deadline.
For Private Investment Management and Fundamental Choice Program Accounts, the Financial Advisor serving as your Account’s
portfolio manager will handle voluntary corporate actions for securities in your Account.
If your Advisory Program Account is enrolled in the Customized Portfolios, Asset Advisor or CustomChoice Programs, you are
responsible for instructing us on to how respond to voluntary corporate actions.
Proxy and Reorganizations
Except where you have selected a Single Strategy managed by a non-affiliated Discretionary Manager, you delegate proxy voting
authority to a third party proxy voting service provider, currently Institutional Shareholder Services Inc. (“ISS”), which we have
engaged to vote proxies on your behalf to act (or refrain from acting) with respect to proxy information related to securities, or the
issuer of securities, held or formerly held in an Account. ISS will vote proxies on your behalf in accordance with its established
guidelines. ISS' services do not apply to proxies they decline to vote. When using ISS' services, you will not receive proxy
materials or annual reports related to securities or other property. In the case where ISS declines to vote, you will not receive proxy
materials and the proxy will not be voted. You may obtain information on how proxies in your Account were voted by contacting
your Financial Advisor.
For any corporate proposal [for investment companies registered under the Investment Company Act of 1940, including mutual
funds, closed-end funds, ETFs and UITs] which does not require a proxy (e.g., tender offers or repurchase offers), neither we nor
your advisor will exercise discretion in choosing an option on the proposal. Instead of exercising discretion, we will refrain from
acting and these positions will be treated as unvoted. As an example, in the case of a repurchase offer by a fund, your shares will
not be offered for repurchase by the fund.
You have the ability to rescind this proxy voting authorization by providing written instruction to us appointing either yourself or a
third party authorized to act on your behalf. You may not delegate proxy voting authority or authority to exercise discretion on
reorganization proposals to us and we will not be obligated to render any advice or take any action with respect to information
related to securities, or the issuer of such securities held in the Account. Information regarding ISS' services and its U.S. Proxy
Voting Guidelines are available via ISS' website ( https://www.issgovernance.com/policy-gateway/voting-policies). We may change
the third party proxy voting service provider and will not be deemed to have or to exercise proxy voting responsibility or authority by
virtue of such action.
In cases where you have selected a Single Strategy managed by a Discretionary Manager other than WFII, you direct us to
forward this information to the Discretionary Manager and you authorize Discretionary Manager to take such action (or refrain from
acting). In cases where you have selected WFII as a Discretionary Manager, you delegate proxy voting authority to a third party
proxy voting service provider, currently Institutional Shareholder Services Inc. ("ISS"), as otherwise described herein.
If trading authority is allocated to a Discretionary Manager, you direct us to forward reorganization information related to securities,
or the issuer of securities, held or formerly held in the Manager's allocation to the Discretionary Manager. Additionally, you
authorize the Discretionary Manager to act (or refrain from acting) on such reorganization information.
If you hold any Non-Program Assets within your Account, we will forward all proxy solicitations to you for action with regards to
those specific securities.
Client Information Provided to Portfolio Managers
All Clients must provide information on their investment objectives, financial circumstances, risk tolerance and any restrictions they
wish to impose on investment activities. We will notify you in writing at least annually to update your information and indicate if
there have been any changes in your financial situation, investment objectives or instructions; and you agree to inform us in writing
of any material change in your financial circumstances that might affect the manner in which your assets should be invested. Your
Financial Advisor will be reasonably available to you for consultation on these matters, and will act on any changes deemed to be
material or appropriate as soon as practical after we become aware of the change.
Client Contact with Portfolio Managers
Your contact for information and consultation regarding your Program Accounts is generally your Financial Advisor. In certain
instances, your Financial Advisor will coordinate their response with the Portfolio Manager (if applicable) or arrange for you to
consult directly with the Portfolio Manager.
Additional Information
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 advisor or predecessor firms.
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For more information on broker/dealer related disciplinary events, please visit:
http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/ .
Our investment advisory disciplinary history is available by going to: http://www.adviserinfo.sec.gov/.
In May 2025, WFCS entered into a settlement with FINRA regarding allegations that WFCS failed to establish and maintain a
supervisory system, including written supervisory procedures, reasonably designed to safeguard customer information by failing to
notify insurance carriers when certain employees departed WFCS resulting in these former employees having access to WFCS
client information through insurance carrier portals, in violation of SEC Regulation S-P and FINRA and NASD rules. Without
admitting or denying the findings, WFCS consented to a settlement that included a censure and fine of $150,000.
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, WFCS and WFAFN (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, WFCS and WFAFN 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 August 27, 2020, WFCS agreed to a settlement with FINRA regarding allegations that the Firm failed to reasonably supervise
the activities of two former registered representatives, thus violating its own written supervisory procedures along with NASD Rule
3010(a) and FINRA Rules 3110(a) and 2010. Between November 2012 and October 2015, the two representatives recommended
that many of their customers invest a substantial portion of their assets in four high-risk energy securities, which generated multiple
red flags regarding overconcentration and suitability in their customers' accounts that the firm failed to reasonably investigate. The
Firm has previously compensated 67 clients over $9.7 million for losses in these investments. Without admitting or denying the
findings, the Firm agreed to a settlement that included a censure, a fine of $350,000 and restitution in the amount of $201,498 plus
interest to additional specified clients.
On February 27, 2020, the Securities and Exchange Commission (“Commission”) entered an order against WFCS and WFAFN,
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 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, WFCS and WFAFN 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
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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.
In December 2017, Wells Fargo Advisors agreed to a settlement with the State of Illinois Securities Department regarding
allegations that it received, reviewed and/or analyzed documents and information from a financial advisory firm concerning certain
money manager strategies that contained information that was later found to be false and misleading. The findings stated that we
included the financial advisory firm's money manager strategies in certain of our externally managed Separately Managed Account
Programs, but that we did not utilize inaccurate historical performance data in connection with our decision to onboard the money
manager strategies and we did not incorporate inaccurate performance data in our advertisements or Program marketing
materials. Without admitting or denying the findings, the Firm agreed to a total monetary payment of $270,000.
On December 21, 2016, WFCS and WFAFN 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, WFCS and WFAFN 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
We are 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.
WFCS is a member of all principal stock exchanges in the United States, including the New York Stock Exchange and NASDAQ.
WFCS is also a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection
Corporation ("SIPC").
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, WFA, 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 Clearing Services, 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 do not act as principal or engage 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 lends 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.
We have a number of related persons who provide investment management and related financial services to certain of our
Program 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.
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• Wells Fargo also provides retail brokerage and investment advisory services through WFAFN.
• WFII is a registered investment adviser and wholly owned subsidiary of Wells Fargo Bank, N.A. that provides advisory
services and research to WFA.
WFII also provides research and strategy recommendations to other affiliates of WFA. While all the affiliates have similar access to
the research, due to operational differences and manner and size of the advisory programs, certain affiliates could have the ability
to implement and trade on these recommendations prior to another affiliate. The ability to implement and trade on these
recommendations first gives the clients of one affiliate an advantage over clients of other affiliates.
Certain cash sweep vehicles that we offer as part of our Cash Sweep Program may also be used by our affiliates. The rate of
return paid when invested in these cash sweep vehicles with our affiliates could be greater than the rate of return paid when
invested in these cash sweep vehicles with WFA.
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 WFCS, served as adviser, sub-adviser, and distributor of the Wells Fargo
Funds and certain of the companies managed separately managed account strategies offered through WFCS.
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 WFCS, WFCS 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 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 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 WFCS, earning more revenue when investors follow a WFCS recommendation to invest in the
Equity Income Strategies than WFCS, WFII or their affiliates would earn if investors followed a recommendation from WFCS to
invest in any of the other Model Manager strategies available through the Personalized UMA Program as WFCS and its affiliates
earn no comparable additional revenue for investments in other Model Manager strategies. WFCS 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.
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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:
•
•
•
•
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 Programs, we are generally appointed as sole and exclusive broker by you with respect to the referenced Account for
the execution of transactions. Our Program Fee covers transaction costs when transactions are executed through us. On occasion,
Clients designate, or the law requires, the use of other brokers. Discretionary Managers within our Programs also elect to execute
transactions with other firms as they deem appropriate, taking into account a number of factors such as best execution
responsibilities, research services and other qualitative factors. Certain Managers elect to execute all, or a majority of their
transactions with other firms based on these 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 that do not apply when trades are executed through us. Any embedded execution costs on trades done away from us
are in addition to our Program Fee and Platform Fee and could increase your overall cost. Discretionary Managers are required to
consider these additional costs when reviewing their best execution responsibilities in determining whether to trade through us or
another firm, however, as stated, there are other factors that also impact their decision in where to place a trade. Discretionary
Managers have provided WFA with estimates around volume and additional costs related to trading with other broker dealers. This
information can be found in the Legal Disclosures section of the WFA public website under "SMA Trade Away Disclosure"
(https://www.wellsfargoadvisors.com/pdf/disclosures/trade-away-disclosure-for-public-solicitable-nonsolicitable.pdf ).
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). 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. Additional information and disclosures
are provided below under the section entitled "Cash Sweep Program."
We or our affiliates maintain investment banking or other relationships with certain publicly traded companies. From time to time,
these relationships 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 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.
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.
Review of Accounts
Program services include review and monitoring of your Account by our personnel and facilities. We will provide you with an annual
report of your portfolio's performance and it will also be available to you on an ad hoc basis. This will include a statistical
presentation of the performance of your Account(s), based on the information on our records, and ongoing comparisons with
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selected industry indices or benchmarks. Normally, the periodic portfolio-monitoring report is calculated based on the activity of the
Account since its inception in our Program.
We will transmit the following to you: trade confirmations reflecting all transactions in securities; and at least a quarterly statement
of your Account, if there is no activity to warrant a monthly statement. You have the option to receive periodic statements of
Account activity in lieu of transaction-by-transaction confirmations to the extent permitted by Rule 10b-10 under the Exchange Act.
When you open a Program Account, your investment objectives and strategy are reviewed for consistency with each Program's
requirements. As applicable, we examine adherence to criteria and Program guidelines on security selection, concentration,
diversification, activity and restrictions. Our reviews are performed by the branch office manager, and to the extent applicable,
home office personnel, who are assisted by various data processing reports, as the reviews relate to their supervisory and
oversight responsibilities, respectively. We review these guidelines periodically and can modify them without notice.
Prospectus Delivery
With respect to certain of the Advisory Programs through which WFA or a Discretionary Manager has investment discretion over
the day-to-day management of assets in Accounts, the firm with such discretion is authorized to accept on your behalf delivery of
the prospectuses for funds registered under the Investment Company Act of 1940 (including mutual funds, closed-end funds and
ETFs). More specifically, WFA or a Discretionary Manager has authorization to accept delivery of such prospectuses on your
behalf with respect to: Accounts that participate in the Personalized UMA Program and implement a Single Strategy approach; and
Accounts that participate in the FundSource Program and implement an Optimal Blend approach. If WFA or a Discretionary
Manager accept delivery of prospectuses on your behalf, a prospectus will generally not be delivered directly to you unless you
request one. You may obtain a prospectus at any time by contacting your Financial Advisor or the team of Financial Advisors that
are available to service your Account. Notwithstanding the authorization described in this paragraph and apart from any requests
you may make for prospectuses, WFA or a Discretionary Manager may, in its sole discretion, choose to deliver prospectuses
directly to you.
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 FAs
who meet total production criteria, length of service requirements, participate in advanced training and improve client service.
FAs 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, FAs 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 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.
Additionally, we also compensate employees of Wells Fargo Bank, N.A. for referrals to WFA.
From time to time, we compensate Associates other than FAs for referrals of possible Clients to the Programs. Our FAs, 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 have an incentive to hire affiliate
service providers for our advisory Programs. We recommend affiliated mutual funds to Program Clients, and hire other affiliates to
provide trade execution, clearing and platform administration services for the 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.
Brokerage Practices
Under the Programs, you will generally appoint us as sole and exclusive broker with respect to the referenced Account for the
execution of transactions which we may execute through our affiliate and from which such affiliate will derive benefits, including
benefits as a result of increased trading volumes. In connection with these transactions, we act as agent or, where permitted by
law, principal (including instances wherein we or an affiliate are an underwriter or selling group member). You authorize us to
effect and execute brokerage transactions, including on a national exchange, as permitted by current provisions of Section 11(a) of
the Exchange Act and rules promulgated under the Exchange Act, including any future amendments or changes to such statutes
and rules. Our Portfolio Managers have the ability to purchase securities for their own Accounts that they also purchase for their
Clients.
As a matter of policy, we do not execute principal trades or agency cross transactions in these advisory Programs with the
exception of the Private Advisor Network Program. In the Private Advisor Network Program, principal trades are permitted in non-
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IRA and non-ERISA (Employee Retirement Income Security Act of 1974) Accounts. Although in some instances, we are able to
provide a more favorable market price to you if we participate in a principal trade or an agency cross transaction, we do so only
when consistent with our obligations to provide best execution, due to regulatory requirements when executing such transactions.
Therefore, you will generally not have access to new issues or syndicate offerings in these Accounts. You have the ability to make
such purchases in a retail brokerage Account, and you should be aware that they will be subject to the customary fees and
commissions charged in such Accounts.
In the case-by-case exceptions, in which we enter into principal trades or agency cross-transactions (other than in transactions in
the Private Advisor Network Program, as described above), we will provide specific disclosures and obtain your consent. If the
transaction is a principal transaction in which we are a market maker in the security, we provide you with disclosure regarding the
capacity in which we are acting, and obtain your consent before completing such a transaction. We rely on codes and restrictions
in our systems as well as additional software to prevent non-permissible principal trades.
We also have the ability to effect cross-transactions between advisory Client Accounts, where one Client purchases a security held
by another Client. Neither we nor any related party receives any compensation in connection with a cross-transaction. We effect
these transactions only when we deem the transaction to be in the best interests of both Clients and at prices that we have
determined to reflect fair value.
If the transaction is an agency cross-transaction, in which we act as your broker or agent by purchasing or selling securities from or
to one of our brokerage Clients, we will obtain your written consent and will provide you with a written confirmation at or before the
completion of the transaction. The confirmation will describe nature of the transaction, plus information about its date and time, and
the remuneration that the investment advisor or another person receives as a result. At least annually, we will provide you with a
written disclosure statement identifying the total number of such agency cross-transactions for your Account during the period, and
the total amount of all commissions or other remuneration we received or will receive in connection with these transactions, if any.
We generally will not effect agency cross-transactions between Clients if we have recommended the security to both Clients.
Principal trades and agency cross-transactions are also subject to additional restrictions, procedures and controls that are in place
for other securities transactions in advisory Accounts. As discussed more fully below, we seek to obtain the best execution for
each of our advisory Clients.
Limitations exist within Client trading systems and the Automated Customer Account Transfer Service ("ACATs") whereby only
whole share positions are traded or transferred. If your advisory Account maintains fractional shares of equity securities, we will
accommodate the liquidation by trading them through a Firm principal trading account, while any whole share positions will be
liquidated on an agency basis. The price at which the fractional shares sell could, in some instances, differ from the price in which
the whole shares trade.
If you are rolling over assets from an employer-sponsored Qualified Retirement Plan ("QRP"), such as a 401(k), to an Individual
Retirement Account ("IRA") with us, you should carefully evaluate all choices which are typically available. These four options
include: leaving your assets in your former employer's plan (if permitted), rolling over the assets to your new employer's plan (if
permitted), rolling your assets to an IRA with us or another firm, or cashing out the account value. You should consider the
following factors, among others, in deciding whether to keep assets in a QRP, roll over to an IRA or cash out: investment options,
fees & expenses, ability to make penalty-free withdrawals and differences in creditor protection. We have a conflict of interest in
connection with a rollover of your assets into an IRA and the investment of the assets with us as opposed to leaving the assets in
your former employer's plan or electing one of the other options. The conflict arises because we will likely earn no compensation if
you were to leave the assets in your former employer's plan or transfer to your new employer's plan. In addition, the costs of
maintaining and investing assets in an IRA with us will generally involve higher costs than the other options available to you. While
we typically offer a broader range of investment options and services than an employer-sponsored QRP, there are no guarantees
that the additional investment options will outperform your employer-sponsored QRP.
If WFA is responsible for a trade processing error, it is WFA's policy to correct the issue as soon as possible and return the
account to the economic position that it would be absent of the error. If correction processing generates a shortfall to the account,
we make the account whole by paying the shortfall. If correction processing generates an overage (i.e., an amount in excess of
what would be in the account if the error did not occur), WFA retains the overage.
We have a Best Execution Committee that reviews trading activity and the vendors and systems we use to process transactions,
among other things. Advisory Client orders are treated with the same priority and procedural flow as non-advisory brokerage
trades, except to accommodate the trading restrictions placed on these Accounts with respect to principal trades and agency cross
transactions. When feasible, Clients managed by the same discretionary manager will have trade orders aggregated as a single
block transaction. This allows us to seek a more advantageous net price and not advantage one client over another. Such block
orders are initiated by your discretionary manager, which can include your Financial Advisor, who determines which clients to
include in the block order. We do not block trades of one discretionary manager with trades of another discretionary manager. Any
benefit of such aggregation generally is allocated pro-rata among the Accounts of Clients that participated in the aggregated block
transaction. Client transactions are monitored regularly by branch supervisors, and home office personnel as part of their general
oversight responsibility. We also regularly review reports to determine if Clients have been charged commissions in error and
correct Client Accounts where appropriate. Clients who have a brokerage Account relationship with us unrelated to an advisory
service will be charged commissions, fees and execution costs, if any, in effect for the specific brokerage Account.
Fixed income securities could be traded for you in one or more marketplaces, including alternative trading systems ("ATS" or
"ATSs"), subject to our obligations for best execution. With respect to trades on ATSs, the terms of usage for a certain ATS — on
which we generally conduct the vast majority of our ATS trading — provide for trade-related credits paid in cash to us. Credits
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begin after executing a certain aggregate volume of trades on the ATS during the year and are paid quarterly thereafter. These
credits can range from 6% to 19.75% of the aggregate revenue received by the ATS. As a result, the potential to earn credits can
be an additional factor in determining where we execute fixed income orders.
• We route Client orders for over-the-counter equities and listed equity securities to execution venues as appropriate,
including our affiliate, with best execution being the highest priority. We consider a number of factors when determining
where to send Client orders, including execution speed and price, price improvement opportunities, the availability of
efficient and reliable order-handling systems, the level of service provided, and the cost of executing orders. We strive to
execute all held orders at prices equal to or better than the displayed national bid/offer price, up to the displayed size, at
the time of execution. Not-held orders are worked for best price by the trading desk. We may utilize non-affiliated third
party authorized participants ("APs") when transacting large blocks of ETFs. APs are typically large institutions like
market makers or specialists who can create ETFs by trading the underlying securities.
•
As a result of the over-the-counter nature of fixed income securities, the available trading methods differ from that of
equity securities. Consistent with the overriding principle of best execution and subject to applicable regulatory
requirements, we use our discretion in selecting the appropriate ATS and/or broker-dealers with which to execute your
orders. We consider a number of factors when determining where to execute orders, including the product type, the
liquidity of the market and the size of the order.
•
For both equity and fixed income securities, we regularly review transactions for quality of execution, and take action, as
appropriate, for Client price improvement and to fulfill our best execution obligations. At all times, our foremost concern is
to obtain the best execution for our Clients, regardless of any compensation factor.
• We use unaffiliated smart routers to route option orders to execution venues. We regularly review options transactions
each smart router transacts as part of our duty to obtain best execution for our clients.
If any such prices are unavailable or believed to be unreliable, we will determine prices in good faith so as to reflect our
understanding of fair market value.
We have policies and procedures in place to ensure that we execute Client orders for the purchase and sale of mutual funds in
compliance with the cutoff times established by the mutual fund companies. These times vary, depending on the mutual fund
company. At our discretion, we recognize the earliest mutual fund company cutoff time when determining the cutoff time for a
particular Client Account. Orders received before the cutoff time will receive that day's closing price, while those after the cutoff
time will receive the next day's closing price. If we are unable to obtain a closing price for a Client order of a mutual fund, we will
not execute any trades in that mutual fund for that Client Account on that day.
From time to time, through our advisory services and Programs, our FAs assist our retirement plan Clients with various aspects of
the plans, including the selection of investment companies for review as investment options, education and enrollment of
participants with respect to retirement investing in general or specific fund investment options, assisting the plan's evaluation and
monitoring of the performance of fund investments, or any combination of these or similar services. In those cases where the Plan
determines to utilize funds in connection with a third-party administrator ("TPA") and where advisory fees are paid on the
investment, we and our FAs will receive a share of the fee as compensation for the services provided. The specific fee
arrangement will typically be disclosed to the Plan pursuant to the TPA's contract with the Plan. For these arrangements with
TPAs, the transactions in the subject investment company shares are not effected through us, but rather directly with the fund
through its distributor. All shares of investment companies are subject to fluctuation of principal and yield depending on market
and/or interest rate risk.
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 cease being
our Client.
Consistent with our privacy policies and applicable law, WFA and its affiliates 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 WFA office or call your FA. With your written permission, obtained
via your Client Agreement or other written communication, we have the right to provide your information electronically to your
Manager and/or the agent of your Manager. We reserve the right, at our discretion, to refuse to provide certain requested
information. Furthermore, in compliance with our Privacy Policy, we will accept your instructions to discontinue providing such
information.
Accounts Held at Unaffiliated Custodians and Broker-Dealers
In certain cases, clients may choose to custody their Account assets at a financial institution unaffiliated with WFCS. Generally,
these custodial arrangements take the form of a delivery-versus-payment account (“DVP Account”) at an unaffiliated institution or
as a brokerage account held at an unaffiliated broker-dealer (“Held-Away Account”). A DVP Account allows the client to custody
their Account assets at a custodian unaffiliated with WFCS. Even though an unaffiliated custodian maintains the assets in the DVP
Account, like other Advisory Program Accounts maintained at WFCS, WFCS executes the securities transactions in the DVP
Account. Conversely, for a Held- Away Account, WFCS does not execute the securities transactions in the Held-Away Account.
For Held-Away Accounts, the unaffiliated broker-dealer maintains custody of the Account assets and executes securities
transactions. Clients should carefully review any specific DVP Account and/or Held-Away Account provisions in their Client
Agreement.
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For both DVP Accounts and Held-Away Accounts, the services provided and conflicts of interest described in this Brochure will
differ in the following respects:
SIPC Coverage. DVP Accounts and Held-Away Away Accounts are not subject to WFCS’s Securities Investor Protection
Corporation (“SIPC”) coverage.
Trade Execution, Investment Options & Share Class Selection. For Held-Away Accounts, securities transactions will be
carried out by the unaffiliated broker-dealer that the client has selected for the account. This arrangement is considered client
directed brokerage. In these arrangements, WFCS plays no role in executing the trade and therefore is not responsible for
obtaining best execution (i.e. achieving net transaction costs or proceeds that are most favorable to the client under the
circumstances) with respect to these securities transactions. Thus, using a Held-Away Account could result in greater costs;
reasons include: Held-Away Accounts will not participate in aggregated trades (i.e. block trades) prepared by WFA—as
described in “Brokerage Practices” section; Managers usually cannot engage in trade-away transactions—transactions
completed by a broker-dealer other than the broker-dealer carrying the Held-Away Account—which could result in less
favorable execution on the transaction; the unaffiliated broker-dealer’s product platform could differ from ours and limit or alter
our services on the Held-Away Account; and regarding mutual share class selection, an unaffiliated broker-dealer may not
offer the same share classes of mutual funds available at WFCS. Therefore, mutual fund share classes in a Held-Away
Account could be more or less expensive than the share classes used in an account held at WFCS. With respect to fractional
shares, not all broker-dealers offer the ability to buy and sell fractional shares.
Payments from Funds and Platform Support Compensation. For DVP and Held-Away Accounts, we do not receive any
payments from mutual funds held in these accounts; thus, account credits described in this Brochure do not apply. Regarding
Platform Support Compensation described in this Brochure, we do not receive this type of compensation when fund shares are
held in DVP or Held- Away Accounts.
Custodian/Broker-Dealer Fees. The client is responsible for paying any fees or charges that the unaffiliated custodian or
broker-dealer may impose on the DVP or Held-Away Account. These fees and charges are not covered by the Program Fee.
Program Fee & Billing. DVP and Held-Away Accounts will be billed at the rate and manner described in this Brochure. It is
the client’s responsibility to arrange for our ability to directly deduct the Program Fee from a DVP or Held-Away Account.
Otherwise, the client will receive an invoice for Program Fees owed. The Program Fee will be based upon account information
received from the unaffiliated custodian or broker-dealer.
Platform Fees and Advisory Account Credits. These fees do not apply to DVP Accounts or Held-Away Accounts.
Proxy Voting. We will not be able to facilitate the delegation of proxy voting or corporate actions. Voting proxies and
exercising other shareholder rights for assets held in a DVP or Held-Away Account are the client’s responsibility.
Cash Sweeps & Securities-Based Lending Programs. The Cash Sweep Programs, Bank Deposit Sweep Program, Money
Market Sweep Funds and Securities-Based Lending Programs described in this Brochure are not available to DVP and Held-
Away Accounts. DVP Accounts and Held-Away Accounts will be limited to the programs offered by the unaffiliated custodian or
broker-dealer.
Non-Program Assets. All assets in your DVP or Held-Away Account will be considered eligible program assets and will be
assessed the applicable Program Fee. You are responsible for ensuring that Account assets are free of any liens, restrictions
or encumbrances in order to allow the Manager to manage the DVP or Held-Away Account.
Reports, Account Reviews, Statements and Trade Confirmations. The unaffiliated custodian or broker-dealer will be
responsible for providing the client with account statements and trade confirmations. The client must arrange for duplicate
delivery to WFCS; otherwise, account reviews and/or performance reporting will differ from the standard practices described in
this Brochure. We will rely on information contained in account statements, trade confirmations and other information provided
by the unaffiliated custodian or broker-dealer.
Transmittal Errors; Trade Errors; Safekeeping of Assets; Financial Condition of Designated Custodian. We are not
responsible for any acts or errors committed by an unaffiliated custodian or broker-dealer. While this is not an exhaustive list of
all possible types of errors, errors could include mistakes in the transmission of account assets in DVP Accounts; errors in
executing trades in Held-Away Accounts; or in the safekeeping of your account assets or personal information. Additionally, we
will not assess or monitor the financial condition of an unaffiliated custodian or broker-dealer.
Cash Sweep Program
Clients provide consent through the general account opening agreement to use our Cash Sweep Program. Through our Cash
Sweep Program, you may earn a rate of return on the uninvested cash balances in your Account by automatically placing
("sweeping") cash balances into a sweep program account until such balances are invested in securities or otherwise needed to
satisfy obligations arising in connection with your Account. Available cash sweep options, eligibility for which depends on the
specific advisory program and account type, currently consist of interest-bearing deposit accounts at affiliated banks (“Affiliated
Banks”) in our Bank Deposit Sweep Program, and one or more affiliated and unaffiliated Money Market Mutual Funds ("Money
Market Sweep Funds"). The Bank Deposit Sweep Program offers FDIC insurance; money market funds do not. Please refer to the
Cash Sweep Program Disclosure Statement for details about the terms and conditions of the Program.
Once you sign the general account opening agreement, you will opt into the “default” Cash Sweep option for your respective
advisory program and account type. You may elect not to participate in the Cash Sweep Program. If you choose not to participate
in the Cash Sweep Program, you will not, except in the case of retirement accounts, earn a rate of return on cash balances prior to
direct investment. You may also periodically invest cash balances directly in available money market mutual funds or other
products offered as direct investments outside of the Cash Sweep Program, options which will likely generate a higher rate of
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interest or yield than the Cash Sweep Program. You may invest your cash in other products by providing instructions to your
investment professional. Available cash will not be automatically swept into any money market mutual fund or other investment
that you purchase outside of the Cash Sweep Program; each such purchase must be requested by you or your financial advisor or
manager.
As returns in the Cash Sweep Program, your personal financial circumstances, and other factors change, it may be in your
financial interest to change your Cash Sweep option (if another option is available for your account type), or to invest cash
balances in products offered outside of the Cash Sweep Program, options which likely generate a higher rate of interest or yield.
Prior to receipt of the general account opening documents, cash deposited in the client's account and not otherwise invested will
be held as a free credit balance and not placed in the Cash Sweep Program until written consent is provided to participate in the
Cash Sweep Program. While any cash remains in free credit balance, Wells Fargo Advisors will retain any interest earned on
assets awaiting investment or disbursement. You understand and agree that this interest (generally referred to as "float") will be
retained by us as additional compensation for the provision of services with respect to the account. Except for retirement accounts,
while any cash remains in free credit balance, you will not earn any interest on such balance.
Bank Deposit Sweep Program
The Bank Deposit Sweep Program consists of interest-bearing accounts at up to two Affiliated Banks. Each Affiliated Bank is a
depository institution regulated by bank regulatory agencies under various federal banking laws and regulations. Wells Fargo
Advisors will establish and periodically update the interest rate paid on deposits held at the Affiliated Banks, coordinating with the
Affiliated Banks to implement any change. Note that these rates of interest are typically lower than money market fund yields.
Wells Fargo Advisors benefits financially from cash balances held in the Bank Deposit Sweep Program through payments Wells
Fargo Advisors receives from the Affiliated Banks. The Affiliated Banks benefit financially from cash balances held in the Bank
Deposit Sweep Programs through the “spread” the Affiliated Banks earn on deposits, as described in more detail below. In
addition, the management personnel and certain other employees of Wells Fargo Advisors and its affiliates receive incentive
compensation based on a number of factors, including the amount of Wells Fargo Advisors Client Bank Deposit Sweep assets
held in Affiliated Banks, and the profitability of Affiliated Banks and their joint parent company, Wells Fargo & Company. Wells
Fargo Advisors has a conflict of interest as a result of these benefits because it and its affiliates benefit financially from the Bank
Deposit Sweep Programs and Wells Fargo Advisors chooses to include these options as default Cash Sweep options in advisory
programs, instead of selecting other cash investment options that would not generate these financial benefits, and that typically
pay you higher rates of interest.
Moreover, the Affiliated Banks deduct client interest from the payments they make to Wells Fargo Advisors. The higher the rate
paid to clients, the lower the amount paid to Wells Fargo Advisors. Therefore, Wells Fargo Advisors has an incentive to maintain
lower rates in the Bank Deposit Sweep Program.
Spread Earned by Banks
As with other depository institutions, the profitability of the Affiliated Banks in the Bank Deposit Sweep Program is determined in
large part by the difference or "spread" between the interest they pay on deposit accounts, such as the Bank Deposit Sweep
Program, and the interest or other income they earn on loans, investments, and other assets. The banks in the Bank Deposit
Sweep Program pay rates of interest on the Bank Deposit Sweep Program deposits that are typically significantly less than the
spread banks earn on deposits. The participation of the Affiliated Banks in the Bank Deposit Sweep Programs increases their
respective deposits and, accordingly, overall profits.
Wells Fargo & Company’s periodic filings include high-level information on deposit spreads and are available at
https://www.wellsfargo.com/about/investor-relations/filings/ .
Bank Payments to Wells Fargo Advisors
As noted above, Wells Fargo Advisors receives payments from the Affiliated Banks, which are calculated as a percentage of the
client assets deposited in the Cash Sweep Program. The interest paid to client accounts in the Bank Deposit Sweep Program is
deducted from these payments, and Wells Fargo Advisors receives the remainder. Accordingly, Wells Fargo Advisors has an
incentive to pay lower interest rates to participating client accounts. Note that the fee Wells Fargo Advisors receives from the
Affiliated Banks usually exceeds the interest paid to participating client accounts by a substantial amount. Moreover, note that the
rates paid out to clients will typically be substantially lower than the Federal Funds Effective Rate, and may not increase as quickly
as the Federal Funds Effective Rate.
In the Bank Deposit Sweep Program, Wells Fargo Advisors receives from the Affiliated Banks payments in an amount not to
exceed a percentage (equivalent to Federal Funds Target plus 30 basis points (0.30%)) of the daily total deposit balances at the
Affiliated Banks.
Money Market Sweep Funds
The Cash Sweep Program includes some money market funds that are managed by third parties. Mutual fund companies typically
offer multiple share classes with different levels of fees and expenses. When selecting the share class for the Money Market Fund
used in the Cash Sweep Program, we do not necessarily select the share class with the lowest fees that is available from the fund
company. The use of a more expensive share class of a Money Market Fund in the Cash Sweep Program will negatively impact
your overall investment returns.
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Additional Information
For additional information, see the Cash Sweep Program Disclosure Statement, which we provided to you when you opened your
Account. For additional information about the Cash Sweep Program, including information about how we and our affiliates benefit
from the Cash Sweep Program, see the Cash Sweep Program.
Financial Information
We have no financial condition that is likely to impair our ability to meet our contractual commitments to Clients.
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