In re Wells Fargo Clearing Services

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 102009 / December 20, 2024 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6800 / December 20, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22373 
 
 
In the Matter of 
 
Wells Fargo Clearing Services, 
LLC 
 
Respondent. 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 21C 
OF THE SECURITIES EXCHANGE ACT OF 
1934 AND SECTION 203(e) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER  
   
 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”), and Section 203(e) of the Investment Advisers Act of 1940 (“Advisers Act”) against Wells 
Fargo Clearing Services, LLC (“Wells Fargo” or “Respondent”). 
II. 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Respondent admits 
the facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Section 203(e) of 
the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 
Cease-and-Desist Order (“Order”), as set forth below. 
  

 2 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds that: 
Summary 
1. This proceeding arises out of Respondent’s failure to submit to the Commission 
complete and accurate data in response to Commission staff electronic blue sheets (“EBS”) 
requests, resulting in the reporting of EBS that was incomplete or deficient.  Respondent self-
identified and self-reported all but one of the errors that underly this Order, including five errors that 
were self-reported prior to any regulatory inquiry concerning its EBS. 
2. Commission staff routinely sends requests for securities trading records to market 
makers, broker-dealers and/or clearing firms to identify buyers and sellers of securities, and firms 
provide the requested records in a universal electronic format known as the EBS format.  It is a 
fundamental obligation of broker-dealers to provide complete and accurate EBS data when 
requested by representatives of the Commission to do so.  The submission of complete and 
accurate EBS data is critical to many aspects of the Commission’s operations and its ability to 
discharge its enforcement and regulatory mandates.  The failure of a broker-dealer to provide 
complete and accurate EBS information in response to a Commission request can impact the 
Commission’s ability to discharge its statutory obligations, undermine the integrity of its 
investigations and examinations, and ultimately interfere with the Commission’s ability to protect 
investors. 
3. From July 20, 2018 through February 24, 2023 (the “Relevant Period”), in response 
to requests from the Commission, Respondent made approximately 11,195 EBS submissions to the 
Commission that contained inaccurate information or omissions, resulting from approximately 15 
types of errors.  Those errors resulted in the misreporting of trade data for at least 10.6 million 
transactions.   
4. As a result of its inaccurate and/or incomplete EBS submissions to the Commission, 
Respondent violated the recordkeeping and reporting requirements of Section 17(a)(1) of the 
Exchange Act and Rules 17a-4(j) and 17a-25 thereunder. 
Respondent 
5. Wells Fargo is a Delaware company with its principal office in St. Louis, Missouri, 
and has been registered with the Commission as a broker-dealer since 1987 and as an investment 
adviser since 1990.  It is a wholly-owned subsidiary of Wells Fargo & Company. 
Facts 
A. Wells Fargo’s Deficient EBS Submissions 
6. During the Relevant Period, in response to requests from the Commission, Wells 
Fargo made approximately 11,195 EBS submissions to the Commission that contained inaccurate 

 3 
information or omissions, resulting from approximately 15 types of errors.  Those errors resulted in 
the misreporting of trade data for at least 10,615,768 and as many as 10,949,435 transactions. 
7. Wells Fargo’s submissions during the Relevant Period, among other things, 
contained missing or inaccurate EBS fields related to information about securities transactions 
reported, such as order execution times and buy/sell codes.  For instance, Wells Fargo misreported 
the order execution time of approximately 6,967 dividend reinvestment account transactions as 
related to trade processing time rather than execution time.  Wells Fargo also reported an invalid 
buy/sell code value for approximately 850 options transactions. 
8. In addition, a substantial amount of misreported transactions were the result of errors 
that affected the exchange code field.  For example, for more than 2.5 million transactions, the 
customer legs of average price trades contained an exchange code rather than being blank.  
Moreover, for greater than 5.8 million transactions, Wells Fargo’s EBS either:  (i) contained an 
exchange code rather than being blank for principal trades; or (ii) reported a Nasdaq exchange code 
where Nasdaq was listed as the primary exchange of a security, but Wells Fargo did not have 
confirmation that the transactions were executed on Nasdaq. 
9. Wells Fargo also provided EBS data during the Relevant Period with missing and/or 
inaccurate EBS fields related to firm and/or customer identifying information such as taxpayer 
identification numbers, large trader identifiers, state codes, zip/country codes, and client and/or 
customer names and addresses.  For instance, for approximately 2.3 million transactions Wells 
Fargo used a field indicator that identified its taxpayer identification number as a social security 
number.  Additionally, for approximately 1.15 million transactions in accounts with multiple large 
trader identifiers, Wells Fargo reported the large trader identifier of only the large trader that 
effected the transaction rather than all of the large trader identifiers associated with the account.  
Further, Wells Fargo’s EBS also indicated that, for approximately 96,000 transactions, there were 
three or fewer large trader identifiers associated with an account when there were more than three 
associated large trader identifiers.  Moreover, for greater than 2.7 million transactions, Wells 
Fargo’s EBS inaccurately indicated that an omnibus account was not an average price account.  
Wells Fargo also reported approximately 70,000 transactions with a missing state code, and 
approximately 71,000 transactions with a missing zip/country code. 
10. At the time of its EBS submissions, Wells Fargo did not detect the above errors at 
least in part because it did not have a reasonable process to verify that all of the information it was 
reporting was accurate.  For example, Wells Fargo did not conduct adequate periodic sampling or 
have proper quality controls in place to ensure the completeness and accuracy of its EBS data prior 
to its submissions. 
B. Respondent’s Remediation Efforts 
11. Wells Fargo engaged in voluntary remedial efforts concerning its EBS systems and 
control environment.  Specifically, Wells Fargo self-identified and self-reported all but one of the 
errors that underly this Order, including five that were self-reported prior to any regulatory inquiry 
concerning its EBS.  Wells Fargo also retained an outside consultant to conduct a review of Wells 
Fargo’s EBS program.  Moreover, Wells Fargo implemented additional supervisory reviews and 

 4 
increased the frequency of those reviews.  Wells Fargo also designed and implemented a new EBS 
governance framework that includes more frequent:  monitoring and assessment of EBS regulatory 
reporting requirements; consideration of the state and effectiveness of the processes, technology, 
and controls designed to comply with those requirements; and review of Wells Fargo’s EBS 
metrics.  Wells Fargo is also developing and implementing automated quality-assurance controls, 
including pre- and post-submission EBS controls.  Wells Fargo remediated the deficiencies 
addressed by this Order, and resubmitted corrected EBS to the Commission. 
Violations of the Federal Securities Laws 
12. Section 17(a)(1) of the Exchange Act requires, among other things, that broker-
dealers make and keep for prescribed periods such records, furnish such copies thereof, and make 
and disseminate such reports as the Commission, by rule, prescribes as necessary or appropriate in 
the public interest, for the protection of investors, or otherwise in furtherance of the Exchange Act.  
Exchange Act Rule 17a-4(j) requires, in part, broker-dealers such as Wells Fargo to furnish 
promptly legible, true, complete, and current copies of those records of the member, broker, or 
dealer that are required to be preserved under Exchange Act Rule 17a-4, or any other records of the 
member, broker, or dealer subject to examination under Section 17(b) of the Exchange Act that are 
requested by a representative of the Commission.  Likewise, Exchange Act Rule 17a-25 requires 
broker-dealers such as Wells Fargo to, upon request, electronically submit to the Commission the 
securities transaction information as required in the rule. 
13. As described above, Wells Fargo failed to furnish complete records to the 
Commission staff that were requested by the Commission in its EBS requests.  Therefore, Wells 
Fargo willfully
1
 violated the recordkeeping and reporting requirements of Section 17(a)(1) of the 
Exchange Act and Rule 17a-4(j) thereunder by failing to furnish promptly true and complete EBS 
information as requested by Commission staff over a period of at least five years.  In addition, 
Wells Fargo willfully violated Exchange Act Rule 17a-25 by failing to submit electronically 
certain securities transaction information to the Commission through the EBS system in response 
to requests made by the Commission. 
Wells Fargo’s Remedial Efforts 
In determining to accept the Offer, the Commission considered remedial acts undertaken by 
Respondent and cooperation afforded the Commission staff. 
 
1
  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 
Section 203(e) of the Advisers Act, “‘means no more than that the person charged with the duty 
knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes 
v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “also be 
aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 

 5 
IV. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Wells Fargo’s Offer. 
Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(e) of 
the Advisers Act, it is hereby ORDERED that: 
A. Respondent Wells Fargo cease and desist from committing or causing any violations 
and any future violations of Section 17(a)(1) of the Exchange Act and Rules 17a-4(j) and 17a-25 
promulgated thereunder. 
B. Respondent Wells Fargo is censured. 
C. Respondent Wells Fargo shall, within ten (10) days of the entry of this Order, pay a 
civil money penalty in the amount of $900,000 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 
§ 3717.  Payment must be made in one of the following ways:  
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request; 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
Enterprise Services Center  
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169 
Payments by check or money order must be accompanied by a cover letter identifying Wells 
Fargo as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Thomas P. Smith, Jr., Associate Regional 
Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 
20-100, New York, NY 10004. 
D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To preserve 
the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 
shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 
compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in this 

 6 
action (“Penalty Offset”).  If the court in any Related Investor Action grants such a Penalty Offset, 
Respondent agrees that it shall, within 30 days after entry of a final order granting the Penalty 
Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset to 
the Securities and Exchange Commission.  Such a payment shall not be deemed an additional civil 
penalty and shall not be deemed to change the amount of the civil penalty imposed in this 
proceeding.  For purposes of this paragraph, a “Related Investor Action” means a private damages 
action brought against Respondent by or on behalf of one or more investors based on substantially 
the same facts as alleged in the Order instituted by the Commission in this proceeding. 
By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 102009 / December 20, 2024 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6800 / December 20, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22373 

 

 

In the Matter of 

 

Wells Fargo Clearing Services, 

LLC 

 

Respondent. 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT OF 

1934 AND SECTION 203(e) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER  

   

 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), and Section 203(e) of the Investment Advisers Act of 1940 (“Advisers Act”) against Wells 

Fargo Clearing Services, LLC (“Wells Fargo” or “Respondent”). 

II. 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Respondent admits 

the facts set forth in Section III below, acknowledges that its conduct violated the federal securities 

laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Section 203(e) of 

the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below. 

  



 2 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

Summary 

1. This proceeding arises out of Respondent’s failure to submit to the Commission 

complete and accurate data in response to Commission staff electronic blue sheets (“EBS”) 

requests, resulting in the reporting of EBS that was incomplete or deficient.  Respondent self-

identified and self-reported all but one of the errors that underly this Order, including five errors that 

were self-reported prior to any regulatory inquiry concerning its EBS. 

2. Commission staff routinely sends requests for securities trading records to market 

makers, broker-dealers and/or clearing firms to identify buyers and sellers of securities, and firms 

provide the requested records in a universal electronic format known as the EBS format.  It is a 

fundamental obligation of broker-dealers to provide complete and accurate EBS data when 

requested by representatives of the Commission to do so.  The submission of complete and 

accurate EBS data is critical to many aspects of the Commission’s operations and its ability to 

discharge its enforcement and regulatory mandates.  The failure of a broker-dealer to provide 

complete and accurate EBS information in response to a Commission request can impact the 

Commission’s ability to discharge its statutory obligations, undermine the integrity of its 

investigations and examinations, and ultimately interfere with the Commission’s ability to protect 

investors. 

3. From July 20, 2018 through February 24, 2023 (the “Relevant Period”), in response 

to requests from the Commission, Respondent made approximately 11,195 EBS submissions to the 

Commission that contained inaccurate information or omissions, resulting from approximately 15 

types of errors.  Those errors resulted in the misreporting of trade data for at least 10.6 million 

transactions.   

4. As a result of its inaccurate and/or incomplete EBS submissions to the Commission, 

Respondent violated the recordkeeping and reporting requirements of Section 17(a)(1) of the 

Exchange Act and Rules 17a-4(j) and 17a-25 thereunder. 

Respondent 

5. Wells Fargo is a Delaware company with its principal office in St. Louis, Missouri, 

and has been registered with the Commission as a broker-dealer since 1987 and as an investment 

adviser since 1990.  It is a wholly-owned subsidiary of Wells Fargo & Company. 

Facts 

A. Wells Fargo’s Deficient EBS Submissions 

6. During the Relevant Period, in response to requests from the Commission, Wells 

Fargo made approximately 11,195 EBS submissions to the Commission that contained inaccurate 



 3 

information or omissions, resulting from approximately 15 types of errors.  Those errors resulted in 

the misreporting of trade data for at least 10,615,768 and as many as 10,949,435 transactions. 

7. Wells Fargo’s submissions during the Relevant Period, among other things, 

contained missing or inaccurate EBS fields related to information about securities transactions 

reported, such as order execution times and buy/sell codes.  For instance, Wells Fargo misreported 

the order execution time of approximately 6,967 dividend reinvestment account transactions as 

related to trade processing time rather than execution time.  Wells Fargo also reported an invalid 

buy/sell code value for approximately 850 options transactions. 

8. In addition, a substantial amount of misreported transactions were the result of errors 

that affected the exchange code field.  For example, for more than 2.5 million transactions, the 

customer legs of average price trades contained an exchange code rather than being blank.  

Moreover, for greater than 5.8 million transactions, Wells Fargo’s EBS either:  (i) contained an 

exchange code rather than being blank for principal trades; or (ii) reported a Nasdaq exchange code 

where Nasdaq was listed as the primary exchange of a security, but Wells Fargo did not have 

confirmation that the transactions were executed on Nasdaq. 

9. Wells Fargo also provided EBS data during the Relevant Period with missing and/or 

inaccurate EBS fields related to firm and/or customer identifying information such as taxpayer 

identification numbers, large trader identifiers, state codes, zip/country codes, and client and/or 

customer names and addresses.  For instance, for approximately 2.3 million transactions Wells 

Fargo used a field indicator that identified its taxpayer identification number as a social security 

number.  Additionally, for approximately 1.15 million transactions in accounts with multiple large 

trader identifiers, Wells Fargo reported the large trader identifier of only the large trader that 

effected the transaction rather than all of the large trader identifiers associated with the account.  

Further, Wells Fargo’s EBS also indicated that, for approximately 96,000 transactions, there were 

three or fewer large trader identifiers associated with an account when there were more than three 

associated large trader identifiers.  Moreover, for greater than 2.7 million transactions, Wells 

Fargo’s EBS inaccurately indicated that an omnibus account was not an average price account.  

Wells Fargo also reported approximately 70,000 transactions with a missing state code, and 

approximately 71,000 transactions with a missing zip/country code. 

10. At the time of its EBS submissions, Wells Fargo did not detect the above errors at 

least in part because it did not have a reasonable process to verify that all of the information it was 

reporting was accurate.  For example, Wells Fargo did not conduct adequate periodic sampling or 

have proper quality controls in place to ensure the completeness and accuracy of its EBS data prior 

to its submissions. 

B. Respondent’s Remediation Efforts 

11. Wells Fargo engaged in voluntary remedial efforts concerning its EBS systems and 

control environment.  Specifically, Wells Fargo self-identified and self-reported all but one of the 

errors that underly this Order, including five that were self-reported prior to any regulatory inquiry 

concerning its EBS.  Wells Fargo also retained an outside consultant to conduct a review of Wells 

Fargo’s EBS program.  Moreover, Wells Fargo implemented additional supervisory reviews and 



 4 

increased the frequency of those reviews.  Wells Fargo also designed and implemented a new EBS 

governance framework that includes more frequent:  monitoring and assessment of EBS regulatory 

reporting requirements; consideration of the state and effectiveness of the processes, technology, 

and controls designed to comply with those requirements; and review of Wells Fargo’s EBS 

metrics.  Wells Fargo is also developing and implementing automated quality-assurance controls, 

including pre- and post-submission EBS controls.  Wells Fargo remediated the deficiencies 

addressed by this Order, and resubmitted corrected EBS to the Commission. 

Violations of the Federal Securities Laws 

12. Section 17(a)(1) of the Exchange Act requires, among other things, that broker-

dealers make and keep for prescribed periods such records, furnish such copies thereof, and make 

and disseminate such reports as the Commission, by rule, prescribes as necessary or appropriate in 

the public interest, for the protection of investors, or otherwise in furtherance of the Exchange Act.  

Exchange Act Rule 17a-4(j) requires, in part, broker-dealers such as Wells Fargo to furnish 

promptly legible, true, complete, and current copies of those records of the member, broker, or 

dealer that are required to be preserved under Exchange Act Rule 17a-4, or any other records of the 

member, broker, or dealer subject to examination under Section 17(b) of the Exchange Act that are 

requested by a representative of the Commission.  Likewise, Exchange Act Rule 17a-25 requires 

broker-dealers such as Wells Fargo to, upon request, electronically submit to the Commission the 

securities transaction information as required in the rule. 

13. As described above, Wells Fargo failed to furnish complete records to the 

Commission staff that were requested by the Commission in its EBS requests.  Therefore, Wells 

Fargo willfully1 violated the recordkeeping and reporting requirements of Section 17(a)(1) of the 

Exchange Act and Rule 17a-4(j) thereunder by failing to furnish promptly true and complete EBS 

information as requested by Commission staff over a period of at least five years.  In addition, 

Wells Fargo willfully violated Exchange Act Rule 17a-25 by failing to submit electronically 

certain securities transaction information to the Commission through the EBS system in response 

to requests made by the Commission. 

Wells Fargo’s Remedial Efforts 

In determining to accept the Offer, the Commission considered remedial acts undertaken by 

Respondent and cooperation afforded the Commission staff. 

 

1  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 

Section 203(e) of the Advisers Act, “‘means no more than that the person charged with the duty 

knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes 

v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “also be 

aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 



 5 

IV. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Wells Fargo’s Offer. 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(e) of 

the Advisers Act, it is hereby ORDERED that: 

A. Respondent Wells Fargo cease and desist from committing or causing any violations 
and any future violations of Section 17(a)(1) of the Exchange Act and Rules 17a-4(j) and 17a-25 

promulgated thereunder. 

B. Respondent Wells Fargo is censured. 

C. Respondent Wells Fargo shall, within ten (10) days of the entry of this Order, pay a 

civil money penalty in the amount of $900,000 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 

21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 

§ 3717.  Payment must be made in one of the following ways:  

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center  

Accounts Receivable Branch  

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard  

Oklahoma City, OK 73169 

Payments by check or money order must be accompanied by a cover letter identifying Wells 

Fargo as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Thomas P. Smith, Jr., Associate Regional 

Director, Division of Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 

20-100, New York, NY 10004. 

D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To preserve 

the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 

shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 
compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in this 

http://www.sec.gov/about/offices/ofm.htm


 6 

action (“Penalty Offset”).  If the court in any Related Investor Action grants such a Penalty Offset, 
Respondent agrees that it shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset to 
the Securities and Exchange Commission.  Such a payment shall not be deemed an additional civil 

penalty and shall not be deemed to change the amount of the civil penalty imposed in this 
proceeding.  For purposes of this paragraph, a “Related Investor Action” means a private damages 

action brought against Respondent by or on behalf of one or more investors based on substantially 

the same facts as alleged in the Order instituted by the Commission in this proceeding. 

By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary