0001193125-18-328748.txt : 20181116 0001193125-18-328748.hdr.sgml : 20181116 20181116130338 ACCESSION NUMBER: 0001193125-18-328748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20181116 DATE AS OF CHANGE: 20181116 GROUP MEMBERS: WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND CENTRAL INDEX KEY: 0000870780 IRS NUMBER: 363743025 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84374 FILM NUMBER: 181189260 BUSINESS ADDRESS: STREET 1: 333 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129178200 MAIL ADDRESS: STREET 1: 333 W WACKER CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND DATE OF NAME CHANGE: 20121022 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND INC DATE OF NAME CHANGE: 19920803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & COMPANY/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER COMPANY: FORMER CONFORMED NAME: WELLS FARGO & CO/MN DATE OF NAME CHANGE: 19981103 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 SC 13D/A 1 d654954dsc13da.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND

(Name of Issuer)

PREFERRED SHARES

(Title of Class of Securities)

670972868

670972603

670972702

(CUSIP Number)

Willie J. White

Senior Counsel

Wells Fargo & Company

301 South College Street, 22nd 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, New York 10020

(212) 655-2506

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

November 15, 2018

(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. 670972868

CUSIP No. 670972603

CUSIP No. 670972702

 

  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:

 

3,045

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

3,045

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

3,045

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11):

 

100%

14.  

Type of Reporting Person (See Instructions)

 

HC


SCHEDULE 13D

CUSIP No. 670972868

CUSIP No. 670972603

CUSIP No. 670972702

 

  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:

 

3,045

     9.   

Sole Dispositive Power:

 

0

   10.   

Shared Dispositive Power:

 

3,045

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

3,045

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11):

 

100%

14.  

Type of Reporting Person (See Instructions)

 

00


This Amendment No. 6 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated May 20, 2014 and filed with the SEC on May 30, 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”), as amended by Amendment No. 3 dated November 17, 2016 and filed with the SEC on November 21, 2016 (“Amendment No. 3”), as amended by Amendment No. 4 dated November 17, 2017 and filed with the SEC November 17, 2017 (“Amendment No. 4”), and as further amended by Amendment No. 5 dated October 1, 2018 and filed with the SEC October 2, 2018 (“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 certain preferred shares of Nuveen Pennsylvania Quality Municipal Income Fund (the “Issuer”). This Amendment is being filed as a result of the amendment of the Series 3 Variable Rate Demand Preferred Shares (VRDP) Remarketing Purchase Agreement relating to the Reporting Persons 1,050 variable rate demand preferred shares, Series 3 (CUSIP No. 670972702) of the Issuer by means of Agreement to Transition the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 15, 2018, between the Issuer and Capital Strategies.

Item 2

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 7,950 locations, 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 37 countries and territories to support customers who conduct business in the global economy.”

 

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
99.14    Agreement to Transition the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 15, 2018”


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 15, 2018

 

WELLS FARGO & COMPANY
By:  

/s/ Lori Ward

Name:   Lori Ward
Title:   Designated Signer
WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
By:  

/s/ Adam Joseph

Name:   Adam Joseph
Title:   President


LIST OF EXHIBITS

 

Exhibit    Description of Exhibit
99.1    Joint Filing Agreement
99.2    Power of Attorney
99.14    Agreement to Transition the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund, dated as of November 15, 2018


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

Timothy J. Sloan    Chief Executive Officer and President; Director    Chief Executive Officer of Wells Fargo & Company
David Galloreese    Executive Vice President    Head of Human Resources of Wells Fargo & Company
Richard D. Levy    Executive Vice President and Controller    Controller of Wells Fargo & Company
Amanda G. Norton    Senior Executive Vice President and Chief Risk Officer    Chief Risk Officer of Wells Fargo
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
C. Allen Parker    Senior Executive Vice President and 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
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    Chairman, Director    Former member of the Federal Reserve Board of Governors
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.
Karen B. Peetz    Director    Retired President, Bank of New York Mellon Corp.
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 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 375 Park Avenue, New York, New York 10152.

 

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    375 Park Avenue New York, NY 10152    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
Jay Veenker    Treasurer    600 S. 4th Street, 11th Floor, Minneapolis, MN 55415    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    375 Park Avenue New York, NY 10152    Senior Vice President and Government Loan Supervisor at Wells Fargo Bank, NA
Karl Pfeil    Manager    375 Park Avenue New York, NY 10152    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    10 S Wacker Dr, Chicago, IL 60606    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.

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.

 

EX-99.1 2 d654954dex991.htm EX-99.1 EX-99.1

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 15, 2018     WELLS FARGO & COMPANY
    By:  

/s/ Lori Ward

    Name:   Lori Ward
    Title:   Designated Signer
    WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC
    By:  

/s/ Adam Joseph

    Name:   Adam Joseph
    Title:   President
EX-99.2 3 d654954dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Michael J. Choquette, Bruce A. Miller, Lori A. Ward and Karen E. Collins, 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 Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Section 13 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 Section 13 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 his or 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 his 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 Section 13 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 Section 13 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 20th day of November, 2017.

 

WELLS FARGO & COMPANY
By:  

/s/ Anthony R. Augliera

  Anthony R. Augliera
  Executive Vice President and Secretary
EX-99.14 4 d654954dex9914.htm EX-99.14 EX-99.14

Exhibit 99.14

Agreement to Transition the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares of Nuveen Pennsylvania Quality Municipal Income Fund


Agreement to Transition the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares (the “Series 3 VDRP Shares”) of Nuveen Pennsylvania Quality Municipal Income Fund (the “Fund”)

Dated as of November 15, 2018

1. In accordance with the Notice of Special Rate Period (Extending the 2016 Special Rate Period for Series 3 Variable Rate Demand Preferred Shares) (the “2017 Notice”), effective November 16, 2017, Wells Fargo Municipal Capital Strategies, LLC (“Wells Fargo”), as the Required Designated Owners, hereby:

(i) agrees to the terms set forth in the attached Notice of Special Rate Period (Adjustable Rate Special Rate Period) (Designating a Subsequent Rate Period as a Special Rate Period for the Series 3 Variable Rate Demand Preferred Shares) (the “Notice of Adjustable Rate Period” and the Special Rate Period established thereby, the “Adjustable Rate Special Rate Period”), and to the transition to the Adjustable Rate Special Rate Period, effective November 15, 2018 following the execution and delivery of this agreement, receipt by Wells Fargo of opinions of counsel for the Fund, substantially to the effect of Exhibits A-1, A-2, A-3 and A-4 hereto, and the execution and delivery to Wells Fargo by the Fund of the Notice of Adjustable Rate Period, upon the terms and subject to the conditions set forth therein; and

(ii) in accordance with Section 3.3(a) of the 2017 Notice, irrevocably waives its right to the Mandatory Tender of its Series 3 VRDP Shares otherwise provided in Section 3.3 of the 2017 Notice in connection with the designation of and transition to the Adjustable Rate Special Rate Period and agrees to retain its Series 3 VRDP Shares as of November 15, 2018, subject to its right to transfer such shares in accordance with the 2017 Notice and the Notice of Adjustable Rate Period, as applicable.

(iii) waives the minimum notice period otherwise required for amendment of the Tender and Paying Agent Agreement in the form attached hereto as Exhibit B.

(iv) waives the minimum notice period otherwise required for delivery of the Rate Period Change Notice as required by Section 3.2(a) of the 2017 Notice.

2. The parties to this agreement agree that the foregoing agreements and waiver shall be binding on the current Holders and Designated Owners, and each subsequent Holder and Designated Owner of the Series 3 VRDP Shares.

3. The parties to this agreement further agree that, effective November 15, 2018:

 

  (i)

References to the “Notice” in the Series 3 Variable Rate Demand Preferred Shares (VRDP) Remarketing Purchase Agreement, dated as of November 17, 2016 and amended as of November 16, 2017 (as amended, the “Purchase Agreement”), between the Fund and Wells Fargo, shall be deemed to be to the Notice of Adjustable Rate Period, and that, as modified hereby, the Purchase Agreement shall continue in full force and effect with respect to the Adjustable Rate Special Rate Period.


  (ii)

References to the “2016 Special Rate Period” in the Purchase Agreement shall be deemed to be to the Adjustable Rate Special Rate Period.

 

  (iii)

References to “Designated Owner” or Designated Owners” in the Purchase Agreement shall be deemed to be to “Beneficial Owner” or “Beneficial Owners,” respectively, as defined in the Notice of Adjustable Rate Period.

 

  (iv)

The definition of “Overconcentration Amount” in the Purchase Agreement is hereby amended and restated as follows:

Overconcentration Amount” means as of any date of calculation of the Effective Leverage Ratio for the Fund, an amount equal to the sum of (without duplication):

 

  (a)

for investments (excluding pre-refunded securities) of the Fund rated below BBB- (or the equivalent): 25% of the Market Value of such investments in excess of 20.0% but not in excess of 25.0%; plus 100% of the Market Value of such investments in excess of 25.0%;

 

  (b)

for investments (excluding pre-refunded securities) of the Fund that are unrated by any of Fitch, Moody’s or S&P: 25% of the Market Value of such investments in excess of 25.0% but not in excess of 35.0%; plus 100% of the Market Value of such investments in excess of 35.0%;

 

  (c)

for investments (excluding pre-refunded securities) of the Fund that are obligations of a single issuer and that are rated at least BBB- (or the equivalent): 100% of the Market Value of such investments in excess of 15.0%;

 

  (d)

for investments (excluding pre-refunded securities) of the Fund that are obligations of a single issuer and that are rated below BBB- (or the equivalent): 100% of the Market Value of such investments in excess of 5.0%;

 

  (e)

for investments (excluding pre-refunded securities) of the Fund that constitute exempt interest obligations backed primarily by payments from tobacco companies: 100% of the Market Value of such investments in excess of 20.0%;

 

  (f)

for investments (excluding pre-refunded securities) of the Fund in a single Sector: 25% of the Market Value of such investments in excess of 30.0% but not in excess of 35.0%; plus 100% of the Market Value of such investments in excess of 35.0%; and


  (g)

for investments (excluding pre-refunded securities) of the Fund in assets of the type described in Section 1.C.iv of Exhibit B (Eligible Assets): 100% of the Market Value of such investments in excess of 2.0%;

in each case, as a percentage of the Market Value of the Fund’s Managed Assets.

The rating of any investment (e.g., AA (or the equivalent)) used in determining the Overconcentration Amount shall be (a) the rating assigned to such investment if rated by only one of Fitch, Moody’s and S&P, (b) the higher of the ratings assigned to such investment if rated by any two of Fitch, Moody’s and S&P, (c) the highest rating assigned to such investment if rated by all three of Fitch, Moody’s and S&P, or (d) the equivalent rating based on the Fund’s internal credit due diligence, if not rated by any of Fitch, Moody’s and S&P.

 

  (v)

Exhibit B of the Purchase Agreement is hereby amended and restated as set forth in Exhibit C hereto.

 

  (vi)

The final paragraph of Section 7.15 of the Purchase Agreement is hereby deleted and replaced by the following:

In addition, the designation by the Board of Trustees of a replacement (the “Replacement”) to One-month LIBOR pursuant to the definition of One-month LIBOR contained in the Notice, in the event that One-month LIBOR no longer appears or is not otherwise calculable as provided therein (the date of such event, the “Unavailability Date”), shall be subject to the prior written consent of the Majority Participants, which consent shall not be unreasonably withheld. If applicable, One-month LIBOR from the Unavailability Date to the date the Replacement (as applicable, in the form initially approved by the Board of Trustees or, if different, in the form subsequently agreed by the Fund and the Majority Participants) becomes effective with the prior written consent of the Majority Participants as provided above, shall be equal to One-month LIBOR as in effect immediately prior to the Unavailability Date

4. The Fund agrees to pay the reasonable legal fees and expenses of counsel to Wells Fargo incurred in connection with the Notice of Adjustable Rate Period and the implementation thereof.

5. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the 2017 Notice.

6. This agreement shall be construed in accordance with and governed by the laws of the State of New York, except section 7 below, which shall be construed with and governed by the domestic law of the Commonwealth of Massachusetts, in each case without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.


THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS CONSENT.

The parties hereto hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other party hereto on any matters whatsoever arising out of or in any way connected with this consent.

7. A copy of the Fund’s Declaration is on file with the Secretary of the Commonwealth of Massachusetts. This consent has been executed on behalf of the Fund by an officer thereof in such capacity and not individually and the obligations of the Fund hereunder are not binding upon such officer, any of the trustees or the shareholders individually but are binding only upon the assets and property of the Fund.

8. This agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document.

[Signature Page Follows]


WELLS FARGO MUNICIPAL CAPITAL

STRATEGIES, LLC, as the Required Designated Owners and Purchaser

By:  

/s/ Daniel George

  Name: Daniel George
  Title:   Senior Vice President

NUVEEN PENNSYLVANIA QUALITY

MUNICIPAL INCOME FUND

By:  

/s/ Mark Winget

  Name: Mark Winget
  Title:   Vice President


EXHIBIT A

FORMS OF OPINIONS OF COUNSEL FOR THE FUND


EXHIBIT A-1

FORM OF CORPORATE AND 1940 ACT OPINION

[On File]


EXHIBIT A-2

FORM OF U.S. FEDERAL TAX OPINION

[On File]


EXHIBIT A-3

FORM OF STATE TAX OPINION

[On File]


EXHIBIT A-4

FORM OF LOCAL COUNSEL OPINION

[On File]


EXHIBIT B

FORM OF TENDER AND PAYING AGENT AGREEMENT

[On File]


EXHIBIT C

ELIGIBLE ASSETS

On the Effective Date and at all times thereafter:

 

1.

All assets in the Fund consist of “Eligible Assets”, defined to consist only of the following as of the time of investment:

 

  A.

Debt obligations

i. “Municipal securities,” defined as obligations (whether documented as securities or as loans) of a State, the District of Columbia, a U.S. territory, or a political subdivision thereof and including general obligations, limited obligation bonds, revenue bonds, and obligations that satisfy the requirements of section 142(b)(1) of the Internal Revenue Code of 1986 issued by or on behalf of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including any municipal corporate instrumentality of 1 or more States, or any public agency or authority of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including obligations of any of the foregoing types related to financing a 501(c)(3) organization. The purchase of any municipal security will be based upon the Investment Adviser’s assessment of an asset’s relative value in terms of current yield, price, credit quality, and future prospects; and the Investment Adviser will monitor the creditworthiness of the Fund’s portfolio investments and analyze economic, political and demographic trends affecting the markets for such assets. Eligible Assets shall include any municipal securities that at the time of purchase are paying scheduled principal and interest or if at the time of purchase are in payment default, then in the sole judgment of the Investment Adviser are expected to produce payments of principal and interest whose present value exceeds the purchase price.

ii. Debt obligations of the United States.

iii. Debt obligations issued, insured, or guaranteed by a department or an agency of the U.S. Government, if the obligation, insurance, or guarantee commits the full faith and credit of the United States for the repayment of the obligation.

iv. Debt obligations of the Washington Metropolitan Area Transit Authority guaranteed by the Secretary of Transportation under Section 9 of the National Capital Transportation Act of 1969.

v. Debt obligations of the Federal Home Loan Banks.

vi. Debt obligations, participations or other instruments of or issued by the Federal National Mortgage Association or the Government National Mortgage Association.


vii. Debt obligations which are or ever have been sold by the Federal Home Loan Mortgage Corporation pursuant to sections 305 or 306 of the Federal Home Loan Mortgage Corporation Act.

viii. Debt obligations of any agency named in 12 U.S.C. § 24(Seventh) as eligible to issue obligations that a national bank may underwrite, deal in, purchase and sell for the bank’s own account, including qualified Canadian government obligations.

ix. Debt obligations of issuers other than those specified in (i) through (viii) above that are “investment grade” and that are “marketable.” For these purposes, an obligation is:

(a) “marketable” if:

 

   

it is registered under the Securities Act;

 

   

it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or

 

   

it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and

(b) “investment grade” if:

 

   

the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected.

x. Certificates or other securities evidencing ownership interests in a municipal bond trust structure (generally referred to as a tender option bond structure) that invests in (a) debt obligations of the types described in (i) above or (b) depository receipts reflecting ownership interests in accounts holding debt obligations of the types described in (i) above.

The bonds, notes and other debt securities referenced in A above shall be defined as Eligible Assets. An asset shall not lose its status as an Eligible Asset solely by virtue of the fact that:

 

   

it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or

 

   

it is for long-term or short-term financing purposes.

 

  B.

Derivatives

 

  i.

Interest rate derivatives;


  ii.

Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or

 

  iii.

Credit default swaps.

 

  C.

Other Assets

 

  i.

Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

 

  ii.

Cash.

 

  iii.

Repurchase agreements on assets described in A above.

 

  iv.

Assets not otherwise covered in A, B or C above that the Investment Adviser or the Sub-Adviser may determine are in the best interest of shareholders of the Fund to acquire in pursuing a workout arrangement with issuers (of the types described in A above) of defaulted obligations, including, but not limited to, loans to the defaulted issuer or another party pursuant to the workout arrangement, or a debt, equity or other interest in the defaulted issuer or other party.

 

  D.

Other assets, upon written agreement of the Purchaser that such assets are eligible for purchase by the Purchaser.

 

2.

The Investment Adviser has instituted policies and procedures that it believes are sufficient to ensure that the Fund and it comply with the representations, warranties and covenants contained in this Exhibit to the Agreement.

 

3.

The Fund will, upon request, provide the Purchaser and its internal and external auditors and inspectors as the Purchaser may from time to time designate, with all reasonable assistance and access to information and records of the Fund relevant to the Fund’s compliance with and performance of the representations, warranties and covenants contained in this Exhibit to the Agreement, but only for the purposes of internal and external audit.