UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

NUVEEN CONNECTICUT QUALITY MUNICIPAL INCOME FUND

(Name of Issuer)

ADJUSTABLE RATE MUNIFUND TERM PREFERRED SHARES

(Title of Class of Securities)

67060D842

(CUSIP Number)

Willie J. White

Senior Counsel

Wells Fargo & Company

301 South Tryon Street, 11th Floor

Charlotte, NC 28202-6000

(704) 410-5082

With a copy to:

Patrick Quill

Chapman and Cutler LLP

1270 Avenue of the Americas 30th Floor

New York, NY 10020

(212) 655-2506

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

November 18, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

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

 

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

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

 

 

 

		SCHEDULE 13D
CUSIP No. 67060D842

 

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. 67060D842

 

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)     00

Item 1 Security and Issuer

This Amendment No. 4 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated February 21, 2014 and filed with the SEC on February 28, 2014 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated July 15, 2015 and filed with the SEC on July 17, 2015 (“Amendment No. 1”), as amended by Amendment No. 2 dated September 1, 2016 and filed with the SEC on September 2, 2016 (“Amendment No. 2”) and as further amended by Amendment No. 3 dated December 14, 2018 and filed with the SEC on December 18, 2018 (“Amendment No. 3”), for Wells Fargo & Company (“Wells Fargo”) and Wells Fargo Municipal Capital Strategies, LLC (“Capital Strategies”) (collectively, the “Reporting Persons”) with respect to the adjustable rate munifund term preferred shares (“AMTP Shares”), Series 2028, of Nuveen Connecticut Quality Municipal Income Fund (the “Issuer”).

This Amendment is being filed as a result of the reorganization of the Issuer into Nuveen AMT-Free Municipal Credit Income Fund (“NVG”) on November 18, 2019 (the “Merger”) pursuant to which Capital Strategies exchanged its 1,120 AMTP Shares, Series 2028, of the Issuer (CUSIP No. 67060D842) for an equal number of AMTP Shares, Series 2028, of NVG (CUSIP No. 67071L817).

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.

The fifth paragraph is replaced with the following:

“Wells Fargo and its subsidiaries provide banking, investments and mortgage products and services, as well as consumer and commercial finance, through more than 7,500 locations, more than 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 32 countries and territories to support customers who conduct business in the global economy.”

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:

“In connection with the Merger of the Issuer into NVG, Capital Strategies exchanged its 1,120 AMTP Shares, Series 2028, of the Issuer (CUSIP No. 67060D842) for an equal number of AMTP Shares, Series 2028, of NVG (CUSIP No. 67071L817). As a result of the Merger, the Reporting Persons no longer own any AMTP Shares 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 Merger, the Reporting Persons no longer own any AMTP Shares of the Issuer.”

Item 5 Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

“(d) Not Applicable.

(e) On November 18, 2019, as a result of the Merger, 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 in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements and financing arrangements relating to the AMTP Shares have been terminated as a result of the redemption of the AMTP Shares.”

Item 7 Material to be Filed as Exhibits

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

 

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

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: November 20, 2019

 

LIST OF EXHIBITS

 

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

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

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

 

Name		Position with Wells Fargo & Company		Principal Occupation
Charles W. Scharf		Chief Executive Officer and President; Director		Chief Executive Officer of Wells Fargo & Company
William M. Daley		Vice Chairman of Public Affairs		Vice Chairman of Public Affairs
Derek A. Flowers		Senior Executive Vice President		Head of Strategic Execution and Operations
David Galloreese		Senior Executive Vice President		Head of Human Resources of Wells Fargo & Company
Richard D. Levy		Executive Vice President and Controller		Controller of Wells Fargo & Company
Mary T. Mack		Senior Executive Vice President (Consumer Banking)		Head of Consumer Banking
Avid Modjtabai		Senior Executive Vice President (Payments, Virtual Solutions and Innovation)		Head of Payments, Virtual Solutions and Innovation of Wells Fargo & Company
Amanda G. Norton		Senior Executive Vice President and Chief Risk Officer		Chief Risk Officer of Wells Fargo
C. Allen Parker		Executive Vice President and Interim General Counsel		General Counsel of Wells Fargo & Company
Perry G. Pelos		Senior Executive Vice President (Wholesale Banking)		Head of Wholesale Banking
John R. Shrewsberry		Senior Executive Vice President and Chief Financial Officer		Chief Financial Officer of Wells Fargo & Company
Saul Van Beurden		Senior Executive Vice President		Head of Technology
Jonathan G. Weiss		Senior Executive Vice President (Wealth and Investment Management)		Head of Wealth and Investment Management of Wells Fargo

John D. Baker II		Director		Executive Chairman and Director of FRP Holdings, 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
Elizabeth A. Duke		Chair, Director		Former member of the Federal Reserve Board of Governors
Wayne M. Hewett		Director		Senior Advisor of Permira and Chairman of DiversiTech Corporation
Donald M. James		Director		Retired Chairman and CEO of Vulcan Materials Company
Maria R. Morris		Director		Retired Executive Vice President and Head of Global Employee Benefits, MetLife, Inc.
Charles H. Noski		Director		Retired Vice Chairman and Former Chief Executive Officer, Bank of America Corporation
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
James H. Quigley		Director		CEO Emeritus and Retired Partner of Deloitte
Ronald L. Sargent		Director		Retired Chairman, CEO of Staples, Inc.
Suzanne M. Vautrinot		Director		President of Kilovolt Consulting Inc.

The following sets forth the name, business address, and present principal occupation of each executive officer and director of Wells Fargo Municipal Capital Strategies, LLC.

 

Name		Position with Wells Fargo Municipal Capital Strategies, LLC		Business Address		Principal Occupation
Matthew Antunes		Vice President		375 Park Avenue New York, NY 10152		Director at Wells Fargo Bank, NA
Kristina Eng		Vice President		375 Park Avenue New York, NY 10152		Managing Director at Wells Fargo Bank, NA
Daniel George		Senior Vice President		375 Park Avenue New York, NY 10152		Managing Director at Wells Fargo Bank, NA
Bernardo Ramos		Senior Vice President; Manager		150 E. 42nd St, New York, NY 10017		Regional Vice President of Government and Institutional Banking at Wells Fargo Bank, NA
Adam Joseph		President		375 Park Avenue New York, NY 10152		Managing Director at Wells Fargo Bank, NA (Head of Public Finance Capital Strategies)
Phillip Smith		Executive Vice President; Manager		301 S College St, Charlotte, NC 28202		Head of Municipal Products and Government and Institutional Banking
Robert Salvucci		Treasurer		11625 N. Community House Rd, 6th Floor, Charlotte, NC 28277		Finance Manager at Wells Fargo Bank, NA
Lauren Locke		Manager		550 S Tryon St, Charlotte, NC 28202		Chief Administrative Officer at Wells Fargo Bank, NA
Bruce Mattaway		Manager		150 E. 42nd St, New York, NY 10017		Senior Vice President and Government Loan Supervisor at Wells Fargo Bank, NA
Karl Pfeil		Manager		150 E. 42nd St, New York, NY 10017		Senior Vice President at Wells Fargo Bank, NA (Government and Institutional Banking)
Richard Reid		Manager		550 S Tryon St, Charlotte, NC 28202		Director at Wells Fargo Bank, NA
Patrice DeCorrevont		Manager		1700 Lincoln St., 50th Floor, Denver, CO 80203		Managing Director at Wells Fargo Bank, NA
Deanna Ernst		Secretary		301 S College St, Charlotte, NC 28202		Paralegal at Wells Fargo Bank, NA

SCHEDULE II

LITIGATION SCHEDULE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 the 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. Nevada’s 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 a $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 (“Wells Fargo”) entered into a Consent Order regarding allegations that certain Wells Fargo 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, Wells Fargo 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 Fargo’s voluntary participation in the SEC’s 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 firm’s 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.

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

 

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: November 20, 2019				WELLS FARGO & COMPANY
				By:		/s/ Patricia Arce
				Name:		Patricia Arce
				Title:		Designated Signer
				WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
				By:		/s/ Adam Joseph
				Name:		Adam Joseph
				Title:		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 undersigned’s true and lawful attorney-in-fact to:

(1) complete and sign, for and on behalf of the undersigned, all reports and filings required by 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.