UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 89501 / August 6, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-19704

In the Matter of

Wells Fargo & Company

Respondent.

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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND OPPORTUNITY

FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United State Securities and

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted

to the Commission a proposed plan of distribution (the “Plan”) for the distribution of monies

paid in the above-captioned matter.

On February 21, 2020, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings,

and Imposing a Cease-and-Desist Order (the “Order”)1 against Wells Fargo & Company (“Wells

Fargo” or the “Respondent”). In the Order, the Commission found that from 2012 through 2016,

the Respondent violated the federal securities laws by misleading investors regarding the success

of the core business strategy of the Community Bank operating segment, its largest business unit.

At all relevant times, Wells Fargo was a publicly traded financial services corporation with

common stock registered under Section 12(b) of the Securities Exchange Act of 1934

(“Exchange Act”) and quoted on the New York Stock Exchange (Ticker: WFC). According to

the Order, Wells Fargo, among other things, failed to disclose to investors that the Community

Bank’s sales model had caused widespread unlawful and unethical sales practices misconduct

that was at odds with its investor disclosures regarding needs-based selling, and that the publicly

reported cross-sell metric included significant numbers of unused or unauthorized accounts. The

Commission found that Wells Fargo violated Section 10(b) of the Exchange Act and Rule 10b-5

thereunder. The Commission ordered the Respondent to pay a civil money penalty of $500

million to the Commission and established a fair fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the civil penalty paid by the Respondent can be distributed to

harmed investors (the “Fair Fund”).

1

Exchange Act Rel. No. 88257 (Feb. 21, 2020).

The Fair Fund is comprised of the $500 million paid by the Respondent pursuant to the

Order. Interest and any additional funds received pursuant to Commission or Court order,

agreement, or otherwise, will be added to Fair Fund.

The Fair Fund is subject to the continuing jurisdiction and control of the Commission and

has been deposited at United States Department of Treasury's Bureau of the Fiscal Service

(“BFS”) in an interest-bearing account.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm.

Interested persons may also obtain a written copy of the Plan by submitting a written request to

Catherine E. Pappas, United States Securities and Exchange Commission, One Penn Center,

1617 JFK Blvd., Ste. 520, Philadelphia, PA 19103. All persons who desire to comment on the

Plan may submit their comments, in writing, no later than thirty (30) days from the date of this

Notice:

1.

to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090;

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by using the Commission’s Internet comment form

(http://www.sec.gov/litigation/admin.shtml); or

3.

by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File No. 3-19704” in the subject line. Comments received will be publicly available.

Persons should submit only information they wish to make publicly available.

THE PLAN

The Net Available Fair Fund2 is comprised of the $500 million civil money penalty paid

by the Respondent, plus accrued interest and income earned thereon, less amounts expended or

reserved for tax obligations and any BFS fees. The Plan proposes to distribute the Net Available

Fair Fund to investors who purchased the Security during the Recovery Period and suffered

Recognized Losses as calculated by the methodology used in the Plan of Allocation.

For the Commission, by its Secretary, pursuant to delegated authority.

Vanessa A. Countryman

Secretary

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

2