WELLS FARGO & COMPANY
These Administrative Procedures relate to the Notes defined in the Distribution Agreement, dated February 26, 2020 (the Distribution Agreement), among Wells Fargo & Company (the Company) and the Agents named therein (individually, each an Agent, and collectively, the Agents), to which these Administrative Procedures are attached as Annex A. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Final Prospectus, as amended or supplemented, or the applicable Indenture. To the extent any procedure set forth below conflicts with the provisions of the Notes, the applicable Indenture, the Distribution Agreement or the applicable Terms Agreement, the relevant provisions of the Notes, the applicable Indenture, the Distribution Agreement and the applicable Terms Agreement shall control.
An Agent, in relation to a purchase of a Note by a purchaser solicited by such Agent, is referred to herein as the Selling Agent and, in relation to a purchase of a Note by such Agent as principal pursuant to a Terms Agreement, as the Purchasing Agent. If agreed to by the Company and the applicable Selling Agent, such Selling Agent may utilize its best efforts on an agency basis to solicit offers to purchase the Notes.
Each Note will be issued only in fully-registered form, without coupons, and will be represented by a global security (a Global Security) delivered to the applicable Trustee, or the agent for such Trustee, as custodian for The Depository Trust Company (DTC), and recorded in the book-entry system maintained by DTC (a Book-Entry Security). An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Note, except as provided in the applicable Indenture.
Book-Entry Securities which are payable in U.S. dollars will be issued in accordance with the Administrative Procedures set forth below as they may subsequently be amended as the result of changes in DTCs operating procedures. Global Securities which are payable in currencies other than in U.S. dollars will be issued in accordance with administrative procedures to be determined and agreed upon by the Company and the applicable Agents.
Certain duties of the Senior Trustee and the Subordinated Trustee described herein may be performed by Wells Fargo Bank, National Association, as Issuing, Paying & Authenticating Agent, and other duly appointed agents of the Senior Trustee or the Subordinated Trustee. The Calculation Agent will be Wells Fargo Bank, National Association.
ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY SECURITIES
In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by DTC, the Senior Trustee and the Subordinated Trustee, or their agents, will perform the custodial, document control and administrative functions described below, in