UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC.
(Name of Issuer)
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
(Title of Class of Securities)
723762407
(CUSIP Number)
Mary E. Schaffner
Senior Vice President and Senior Lead Counsel
Wells Fargo & Company
MAC N9305-176
Minneapolis, MN 55402
612-667-2367
With a copy to:
Patrick Quill
Chapman and Cutler LLP
1270 Avenue of the Americas 30th Floor
New York, NY 10020
(212) 655-2506
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 723762407
1. |
Names of Reporting Persons
Wells Fargo & Company 41-0449260 | |||||
2. | Check the Appropriate Box if a member of a Group (see instructions)
a. ☐ b. ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions):
WC | |||||
5. | Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☒ | |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power:
0 | ||||
8. | Shared Voting Power:
0 | |||||
9. | Sole Dispositive Power:
0 | |||||
10. | Shared Dispositive Power:
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11):
0% | |||||
14. | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
CUSIP No. 723762407
1. |
Names of Reporting Persons
Wells Fargo Municipal Capital Strategies, LLC 45-2541449 | |||||
2. | Check the Appropriate Box if a member of a Group (see instructions)
a. ☐ b. ☒ | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions):
WC | |||||
5. | Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).
☒ | |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power:
0 | ||||
8. | Shared Voting Power:
0 | |||||
9. | Sole Dispositive Power:
0 | |||||
10. | Shared Dispositive Power:
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11):
0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
Item 1 | Security and Issuer |
This Amendment No. 6 (this Amendment) amends, as set forth below, the statement on Schedule 13D, dated February 16, 2018 and filed with the SEC on February 18, 2018 (the Original Schedule 13D), as amended by Amendment No. 1 dated February 16, 2021 and filed with the SEC on February 18, 2021 (Amendment No. 1), as further amended by Amendment No. 2 dated April 23, 2021 and filed with the SEC on April 23, 2021 (Amendment No. 2), as further amended by Amendment No. 3 dated September 29, 2022 and filed with the SEC on October 7, 2022 (Amendment No. 3), as further amended by Amendment No. 4 dated November 14, 2022 and filed with the SEC on November 16, 2022 (Amendment No. 4), and as further amended by Amendment No. 5 dated March 21, 2023 and filed with the SEC on March 23, 2023 (Amendment No. 5), for Wells Fargo & Company (Wells Fargo) and Wells Fargo Municipal Capital Strategies, LLC (Capital Strategies) (collectively, the Reporting Persons) with respect to the Variable Rate MuniFund Term Preferred Shares, Series 2021 (the VMTP Shares) of Pioneer Municipal High Income Advantage Fund, Inc. (the Issuer) formerly known as Pioneer Municipal High Income Advantage Trust.
This Amendment is being filed to report a change in the Reporting Persons ownership percentage of the Issuer as a result of a sale of the Reporting Persons 1,400 VMTP Shares (CUSIP No. 723762407) to a new shareholder.
Item 2 | Identity and Background |
Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
Item 3 | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
The 1,400 VMTP Shares (CUSIP No. 723762407) held by the Reporting Persons were sold on May 30, 2023 for a price of $100,443.7608 per share (the Transaction) and as a result of the Transaction, the Reporting Persons no longer own any VMTP Shares (CUSIP No. 723762407) of the Issuer.
Item 4 | Purpose of the Transaction |
Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
As a result of the Transaction, the Reporting Persons no longer own any VMTP Shares (CUSIP No. 723762407) of the Issuer.
Item 5 | Interest in Securities of the Issuer |
Paragraphs (d) and (e) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety with the following:
(d) Not applicable
(e) On May 30, 2023, as a result of the Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.
Item 6 | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The responses of the Reporting Persons under Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the VMTP Shares have been terminated as a result of the sale of the VMTP Shares.
Item 7 | Material to be Filed as Exhibits |
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
Exhibit | Description of Exhibit | |
99.1 | Joint Filing Agreement | |
99.2 | Limited Power of Attorney |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 1, 2023
WELLS FARGO & COMPANY | ||
By: | /s/ Patricia Arce | |
Name: | Patricia Arce | |
Title: | Designated Signer | |
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC | ||
By: | /s/ Alejandro Piekarewicz | |
Name: | Alejandro Piekarewicz | |
Title: | Vice President |
LIST OF EXHIBITS
Exhibit | Description of Exhibit | |
99.1 | Joint Filing Agreement | |
99.2 | Limited Power of Attorney |
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104.
Name |
Position with Wells Fargo & Company |
Principal Occupation | ||
Charles W. Scharf |
Chief Executive Officer and President; Director | Chief Executive Officer of Wells Fargo & Company and Director | ||
Muneera S. Carr |
Executive Vice President, Chief Accounting Officer, and Controller | Chief Accounting Officer and Controller of Wells Fargo & Company | ||
William M. Daley |
Vice Chairman of Public Affairs | Vice Chairman of Public Affairs of Wells Fargo & Company | ||
Kristy W. Fercho |
Senior Executive Vice President and Head of Diverse Segments, Representation & Inclusion | Head of Diverse Segments, Representation & Inclusion | ||
Derek A. Flowers |
Senior Executive Vice President and Chief Credit Officer | Chief Credit Officer of Wells Fargo & Company | ||
Mary T. Mack |
Senior Executive Vice President and CEO of Consumer & Small Business Banking | CEO of Consumer & Small Business Banking of Wells Fargo & Company | ||
Ellen R. Patterson |
Senior Executive Vice President and General Counsel | General Counsel of Wells Fargo & Company | ||
Kyle G. Hranicky |
Senior Executive Vice President and CEO of Commercial Banking | CEO of Commercial Banking of Wells Fargo & Company | ||
Scott E. Powell |
Senior Executive Vice President and Chief Operating Officer | Chief Operating Officer of Wells Fargo & Company | ||
Michael P. Santomassimo |
Senior Executive Vice President and Chief Financial Officer | Chief Financial Officer of Wells Fargo & Company | ||
Kleber R. Santos |
Senior Executive Vice President and CEO of Consumer Lending | CEO of Consumer Lending | ||
Barry Sommers |
Senior Executive Vice President and CEO of Wealth & Investment Management | CEO of Wealth & Investment Management of Wells Fargo & Company |
Saul Van Beurden |
Senior Executive Vice President and Head of Technology | Head of Technology of Wells Fargo & Company | ||
Jonathan G. Weiss |
Senior Executive Vice President and CEO of Corporate & Investment Banking | CEO of Corporate & Investment Banking of Wells Fargo & Company | ||
Ather Williams III |
Senior Executive Vice President and Head of Strategy, Digital Platform, and Innovation | Head of Strategy, Digital Platform, and Innovation of Wells Fargo & Company | ||
Steven D. Black |
Director | Co-CEO, Bregal Investments, Inc. | ||
Richard K. Davis |
Director | CEO, Make-A-Wish America | ||
Mark A. Chancy |
Director | Retired Vice Chairman and Co-Chief Operating Officer, SunTrust Banks, Inc. | ||
Celeste A. Clark |
Director | Principal, Abraham Clark Consulting, LLC, and Retired Senior Vice President, Global Public Policy and External Relations and Chief Sustainability Officer, Kellogg Company | ||
Theodore F. Craver, Jr. |
Director | Retired Chairman, President and CEO, Edison International | ||
Wayne M. Hewett |
Director | Senior Advisor of Permira and Chairman of DiversiTech Corporation | ||
CeCelia G. Morken |
Director | Retired CEO and President, Headspace Inc. | ||
Maria R. Morris |
Director | Retired Executive Vice President and Head of Global Employee Benefits, MetLife, Inc. | ||
Felicia F. Norwood |
Director | Executive Vice President & President, Government Business Division, Anthem, Inc. | ||
Richard B. Payne, Jr. |
Director | Retired Vice Chairman, Wholesale Banking, U.S. Bancorp | ||
Juan A. Pujadas |
Director | Retired Principal, PricewaterhouseCoopers, LLP, and former Vice Chairman, Global Advisory Services, PwC International |
Ronald L. Sargent |
Director | Retired Chairman, CEO of Staples, Inc. | ||
Suzanne M. Vautrinot |
Director | President of Kilovolt Consulting Inc. and Major General and Commander, United States Air Force (retired) |
The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo Municipal Capital Strategies, LLC. The business address of each of the executive officers and directors of Wells Fargo Municipal Capital Strategies, LLC is 30 Hudson Yards, New York, NY 10001.
Name |
Position with Wells Fargo Municipal Capital Strategies, LLC |
Principal Occupation | ||
Kristina Eng |
President | Managing Director at Wells Fargo Bank, N.A. | ||
Phillip D. Smith |
Executive Vice President, Board of Manager | Head of Municipal Products and Government and Institutional Banking | ||
Jody Anderson |
Treasurer | Vice President at Wells Fargo Bank, N.A. | ||
Bruce Mattaway |
Board of Managers | Senior Vice President at Wells Fargo Bank, N.A. | ||
Peter Cannava |
Board of Managers | Managing Director at Wells Fargo Bank, N.A. | ||
Karl Pfeil |
Board of Managers | Director at Wells Fargo Bank, N.A. | ||
Mark Freedman |
Board of Managers | Senior Vice President at Wells Fargo Bank, N.A. | ||
Richard Reid |
Board of Managers | Director at Wells Fargo Bank, N.A. |
SCHEDULE II
LITIGATION SCHEDULE
FINRA/EXCHANGE REPORTING SETTLEMENTS From time to time Wells Fargo broker-dealers resolve technical trade reporting issues relating to timing and other data elements with the Financial Industry Regulatory Authority (FINRA) and exchanges involving small numbers of trades processed by the firms. Resolutions of this type during the relevant period typically included fines of less than $100,000 each.
STATE OF MISSOURI SETTLEMENT On February 16, 2017, A.G. Edwards (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Missouri. The action involved a Missouri Residents claim that his ex-wife misappropriated over $300,000 out of his IRA account during the period between August 2001 and July 2007, and the State of Missouri alleged a failure by the firm to supervise the completeness and accuracy of the early IRA distribution forms associated with the withdrawals. Without admitting or denying liability, the firm consented to a censure and agreed to pay $25,672.17 to the Missouri Secretary of States Investor Education Fund to fully resolve the matter.
FINRA SETTLEMENT On May 16, 2017, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC concerning unsuitable recommendations and supervisory failures in relation to sales of certain non-traditional exchange traded products (ETPs) in violation of FINRA and NASD rules for the period July 1, 2010 to May 1, 2012. Without admitting or denying the findings, the firms accepted a censure and agreed to pay restitution to certain clients totaling $3,411,478.78.
FINRA SETTLEMENT On June 21, 2017, Wells Fargo Securities, LLC entered into a settlement agreement with FINRA without admitting or denying the allegations of improper reporting of conventional over-the-counter option positions under FINRA large option position reporting rules. The firm consented to a censure, payment of a $3.25 million fine, and an undertaking to review its supervisory systems related to large options position reporting.
SEC ORDER On November 13, 2017, the SEC announced that Wells Fargo Advisors, LLC agreed to settle charges that it violated Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-8 by failing to file and timely file Suspicious Activity Reports between approximately March 2012 and June 2013. Without admitting or denying the allegations, the firm agreed to a cease and desist order, a censure, and a civil penalty of $3,500,000. Wells Fargo Advisors also agreed to voluntarily undertake a review and update of its policies and procedures and develop and conduct additional training.
STATE OF ILLINOIS SETTLEMENT On December 21, 2017, Wells Fargo Advisors, LLC (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Illinois regarding allegations that it received, reviewed and/or analyzed documents and information provided by a financial advisory firm concerning certain money manager strategies that contained false and misleading information. The findings stated that the firm included the financial advisory firms money manager strategies in certain of its separately managed account programs, but that the firm did not utilize inaccurate historical performance data in connection with its decision to onboard the money manager strategies and the firm did not incorporate inaccurate performance data in its advertisements or program marketing materials. Without admitting or denying the findings, the Firm agreed to a total monetary payment of $270,000.
NYSE SETTLEMENT On February 2, 2018, Wells Fargo Prime Services, LLC (WFPS) and NYSE Arca, Inc. entered into an Offer of Settlement and Consent without admitting or denying any allegations to settle charges of violations of Securities Exchange Act Rule 15c3-5 and NYSE Arca Rule 11.18. The settlement related to an erroneous trade WFPS entered on July 29, 2016. WFPS consented to a fine of $10,000.
STATE OF NEVADA SECURITIES DIVISION RESIDENTIAL OFFICE INVESTIGATION On April 13, 2018, the Nevada Securities Division and Wells Fargo Clearing Services, LLC (WFCS) entered into an Administrative Consent Order wherein WFCS admitted to failing to register the residential offices of three Financial Advisors who were working from home. Nevadas definition of branch office includes a personal residence where securities business is transacted, even if the residence is not held out to the public or used for client meetings. WFCS agreed to pay an $8,000 fine and $1,446.13 for the costs of the examinations conducted by the Nevada Securities Division.
SEC SETTLEMENT On June 25, 2018, Wells Fargo Advisors LLC (WFA), entered into a settlement agreement with the SEC wherein, without admitting or denying liability, it settled charges of violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. The settlement related to certain registered representatives soliciting customers to redeem, and short-term trading of, market-linked investments prematurely without adequate analysis or consideration of the substantial costs associated with the transactions. As part of the settlement, the firm consented to a censure and a payment of $5,108,441.27 representing disgorgement, prejudgment interest, and a civil penalty. WFA also lost its Well Known Seasoned Issuer status as a collateral consequence of the settlement.
COMMONWEALTH OF MASSACHUSETTS SECURITIES DIVISION SETTLEMENT On August 26, 2018, the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth and Wells Fargo Clearing Services, LLC (WFCS) entered into a Consent Order regarding allegations that certain WFCS supervisors and agents had a lapse in required Massachusetts registration for some period during the relevant time period of January 1, 2016 to June 28, 2018. Without admitting or denying the facts or conclusions of law, WFCS agreed to certain undertakings including payment of an administrative fine of $450,000.
SEC SETTLEMENT On March 11, 2019, the SEC announced that Wells Fargo Advisors, LLC, and Wells Fargo Advisors Financial Network, LLC (collectively Wells Fargo) agreed to settle charges, without admitting or denying liability, that Wells Fargo violated Section 203(e) and 203(k) of the Investment Advisers Act of 1940. The settlement relates to Wells Fargos voluntary participation in the SECs Share Class Selection Disclosure Initiative wherein investment advisers were encouraged to self-report the failure to adequately disclose conflicts of interest associated with the recommendation or selection of a mutual fund share class that charged distribution fees (12b-1 Fees) when a lower-cost share class of the same fund existed. The settlement requires Wells Fargo to adhere to a cease-and-desist order and to disgorge $17,363,847.29 in 12b-1 fees through a restitution program. The settlement did not require Wells Fargo to pay any additional fines or penalties given its voluntary participation in the program.
SEC SETTLEMENT On March 20, 2019, the SEC announced that Wells Fargo Securities, LLC had consented to a judgment entered by the federal district court in Rhode Island resolving a 2016 SEC civil action against multiple parties. The matter had arisen out of the firms role as placement agent in a $75 million bond offering by the Rhode Island Economic Development Corporation in November 2010 for the purpose of loaning the proceeds to 38 Studios, LLC, an early-stage, pre-revenue videogame development company that was ultimately unable to meet its obligations under the loan. The SEC had alleged that the firm and other defendants had made two material omissions in the bond placement materials. Without admitting or denying liability, the firm consented to injunctions and a penalty of $812,500.
FINRA SETTLEMENT On January 29, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS violated NASD Rule 3010(a) (for conduct prior to December 1, 2014) and FINRA Rule 3110(a) (for conduct on or after December 1, 2014) by failing to reasonably supervise a former registered representative who excessively traded equity positions in three accounts belonging to an elderly customer during the period from March 2012 to March 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $175,000.
SALES PRACTICES SETTLEMENTS On February 21, 2020, Wells Fargo & Company (WFC) entered into settlement agreements with the SEC and the DOJ to resolve those agencies investigations into WFCs historical Community Bank sales practices and related disclosures. With respect to the SEC, WFC consented to the entry into of a cease and desist order, which found that WFC violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and agreed to pay a civil penalty of $500 million. With respect to the DOJ, WFC entered into a deferred prosecution agreement with the United States Attorneys Offices for the Central District of California and the Western District of North Carolina and a settlement agreement with the Civil Division of the DOJ and the United States Attorneys Office for the Central District of California related to the sales practices conduct and agreed to pay a monetary penalty of $2.5 billion. WFC accepted and acknowledged responsibility for facts and conduct described in the deferred prosecution agreement, and no charges will be filed against WFC provided that WFC abides by all the terms of the agreement.
SEC SETTLEMENT On February 27, 2020, the SEC announced that Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network (collectively Wells Fargo) agreed to settle allegations that, in connection with Wells Fargos recommendation 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, it willfully violated Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder, failed reasonably to fulfill its supervisory responsibilities within the meaning of Section 203(e)(6) of the Advisers Act and failed reasonably to fulfill its supervisory responsibilities within the meaning of Section 15(b)(4)(E) of the Securities Exchange Act of 1934. Without admitting or denying the SECs findings, Wells Fargo agreed to consent to: (a) 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, (b) be censured, and (c) pay a civil monetary penalty in the amount of $35,000,000. The penalty amount was paid into escrow for disbursement to certain Wells Fargo clients who sustained investment losses in single-inverse ETFs.
STATE OF MARYLAND SETTLEMENT On June 15, 2020, Wells Fargo & Company entered into a Consent Order with the Attorney General of the State of Maryland, pursuant to which it agreed to pay $20 million in remediation to resolve claims relating to certain prior residential mortgage-backed securities activities from 2005 to 2009.
FINRA SETTLEMENT On August 28, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS failed to reasonably supervise the activities of two former financial advisors in violation of FINRA rules between November 2012 and October 2015. Without admitting or denying the findings, WFCS Fargo accepted a censure and agreed to pay a fine of $350,000 and restitution to three clients totaling $201,498.
FINRA SETTLEMENT On September 1, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (collectively Wells Fargo) concerning allegations that Wells Fargo failed to establish and maintain a supervisory system and failed to enforce written supervisory procedures that were reasonably designed to achieve compliance with FINRAs suitability rule as it pertained to switches from variable annuities to investment company products during the period January 2011 to August 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay fines totaling $675,000 and restitution to clients totaling $1,445,167.50.
FINRA SETTLEMENT On November 4, 2020, FINRA announced a settlement with First Clearing LLC, n/k/a Wells Fargo Clearing Services, LLC (Wells Fargo) concerning allegations that Wells Fargo distributed 6,851 account statements to customers containing valuation information for one or more Direct Participation Programs or Real Estate Investment Trusts that did not comply with NASD Rule 2340(c) during the period April 2016 through October 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $300,000.
FINRA SETTLEMENT On November 25, 2020, FINRA announced a settlement with Wells Fargo Clearing Services, LLC (WFCS) concerning allegations that WFCS (i) failed to make accurate order memoranda in violation of Rule 17a-3(a)(6) of the Securities Exchange Act of 1934 and FINRA Rules 4511 and 2010, and (ii) transmitted inaccurate reports to the Order Audit Trail System in violation of FINRA Rules 7450 and 2010 during the period October 1, 2016 to June 12, 2018. Without admitting or denying the findings, WFCS accepted a censure and agreed to pay a fine of $75,000.
FINRA SETTLEMENT On December 6, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning allegations that Wells Fargo failed to store records related to its Customer Identification Program (CIP) in the required Write Once, Read Many (WORM) format. The findings also stated that when the issue was initially discovered it was not escalated to the appropriate group to determine if it need to be reported to FINRA nor was it remediated at that time. The issue has since been remediated and CIP records are now being stored on a WORM-compliant platform. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a fine of $2,250,000.
FINRA SETTLEMENT On December 20, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning allegations that Wells Fargo failed to establish and maintain a supervisory system reasonably designed to supervise representatives 529 plan share-class recommendations in violation of MSRB Rule G-27 during the period January 1, 2011, and December 4, 2016. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay restitution of $3,367,929 plus interest.
FINRA SETTLEMENT On December 13, 2021, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC (Wells Fargo) concerning gations of unsuitable recommendations and supervisory failures in relation to unit investment trusts in violation of FINRA and NASD rules for the period July 2013 to June 2018. Without admitting or denying the findings, Wells Fargo accepted a censure and agreed to pay a $650,000 fine and restitution to certain clients totaling $2,458,762.33 plus interest.
SEC SETTLEMENT On May 20, 2022, the SEC announced that Wells Fargo Clearing Services, LLC agreed to a settlement of allegations that, in connection with the firms failure to timely file certain SARS between April 2017 and October 2021, it willfully violated Section 17(A) of the Exchange Act and Rule 17A-8 thereunder. Without admitting or denying the findings contained in the order, with the exception of the SECs jurisdiction over it and the subject matter of the proceedings, the firm consented to: (a) cease and desist from committing or causing any violations and any future violations of Section 17(A) of the Exchange Act and Rule 17A-8 promulgated thereunder, (b) be censured, and (c) pay a civil monetary penalty in the amount of $7,000,000. The firm paid the civil monetary penalty on or about June 2, 2022.
NOTE: In addition to the above matters, certain of Wells Fargo & Companys affiliates, including Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC), Wells Fargo Securities, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in each entitys Form BD as filed with the Securities and Exchange Commission and in other regulatory reports, which descriptions are hereby incorporated by reference.
Exhibit 99.1
JOINT FILING AGREEMENT
This Statement is filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 11 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by Wells Fargo Municipal Capital Strategies, LLC.
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees that the Statement to which this agreement is attached shall be filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Date: June 1, 2023 | WELLS FARGO & COMPANY | |||||
By: | /s/ Patricia Arce | |||||
Name: | Patricia Arce | |||||
Title: | Designated Signer | |||||
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC | ||||||
By: | /s/ Alejandro Piekarewicz | |||||
Name: | Alejandro Piekarewicz | |||||
Title: | Vice President |
Exhibit 99.2
LIMITED POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints each of Debra Cho, Patricia Arce and Stacy Otieno, acting alone, the undersigneds true and lawful attorney-in-fact to:
(1) complete and sign, for and on behalf of the undersigned, all reports and filings required by Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the Exchange Act Reports);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file any such Exchange Act Reports, or any amendment thereto, with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present and acting, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall not revoke any previous Power of Attorney granted by the undersigned with respect to the subject matter hereof, and shall remain in full force and effect until the undersigned is no longer required to file Exchange Act Reports, unless earlier revoked by the undersigned in a subsequently executed Power of Attorney or a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of September, 2019.
WELLS FARGO & COMPANY | ||
By: | /s/ Anthony R. Augliera | |
Anthony R. Augliera | ||
Executive Vice President and Secretary |