A. Firm Description
WFII is a wholly-owned subsidiary of Wells Fargo Bank, N.A. (“WFB” or the “Bank”) that was
formed in 1995 and registered with the SEC as an investment adviser in 2005. WFII is a bank
affiliate of Wells Fargo & Company (“WFC”), a publicly held company (NYSE: WFC).
WFII is organized into separate operating divisions or units doing business under different names.
This brochure relates solely to the advisory services WFII provides through its:
• Equity Optimization Group (“EO”)
• Fixed Income Strategies Team (“FIST”)
• Option Strategies Group (“OSG”)
The EO, FIST, and OSG units are referred to, collectively, as “Managed Solutions.” Managed
Solutions is a division within WFII. The terms “Client,” “you,” and “your” are used throughout this
document to refer to the person(s) or organization(s) who utilize EO, FIST, or OSG for the services
described here (at your choice or at the choice of your investment professional). “WFII,” “Managed
Solutions,” “EO,” “FIST,” “OSG,” “we,” “our,” and “us” refer to WFII and, when required by the
context, its Affiliates. “Affiliate” means any entity that is controlled by, controls or is under
common control with WFII.
B. Description of Advisory Services
Each Managed Solutions unit specializes in, and limits its investment advice to, particular types of
investments. Depending on a Client’s selections, the Client’s assets may be invested in all or a
combination of equity securities (including REITS), fixed income securities, listed equity options,
mutual funds, money market funds, exchange-traded funds (collectively, “Funds”) and other
securities and investment products.
EO specializes in managing portfolios of individual equity securities that follow the risk and
return characteristics of a target benchmark or strategy and in implementing multi-tax-
year transitions to a target portfolio to achieve tax management objectives.
FIST specializes in managing portfolios of fixed income securities that are customized
based on the income and liquidity needs, risk tolerance, tax status and time horizon of a
Client, managing to the appropriate duration. FIST also develops actionable guidance (e.g.,
ratings on municipal individual fixed income securities), which is used to construct its
portfolios.
OSG specializes in managing equity options portfolio overlay strategies, including hedging
strategies (protective puts, collars, portfolio hedging); income enhancement strategies
(covered calls, bear call spreads); and tactical strategies (long calls, short puts, bull put
spreads).
The Managed Solutions strategies are offered solely on a discretionary basis to Clients investing
through Wells Fargo Advisor’s Customized Portfolios program or a WFB Account. Certain of the
Managed Solutions strategies are provided to Wells Fargo Advisors (“WFA”) through the WFA
Personalized UMA program while certain other Managed Solutions strategies are managed on a
discretionary basis by WFII through the WFA Personalized UMA program.
When we offer advice on a discretionary basis, the Client relies on us to formulate and, in most
cases, to implement the investment decisions consistent with parameters and information that
the Client provides in advance (and subject to any agreed upon limitations on our ability to change
investment strategies or execute particular transactions without separate approval).
Other divisions within WFII offer non-discretionary investment management services that include
providing securities ranking information, capital market assumptions, strategic asset allocations,
and model portfolios.
WFII refers to these divisions, which are covered in a separate brochure, as
the Global Manager Research (“GMR”) division, the Global Investment Strategy (“GIS”) division,
the Global Portfolio Management (“GPM”) division, and the Global Securities Research (“GSR”).
Their non-discretionary services are used by the Managed Solutions units and other investment
advisers, including Affiliates, in developing their own investment advice.
WFII may utilize the services of its other Affiliates, in its discretion and subject to legal
requirements, for investment, administrative and other support in providing its services to
Clients.
C. Availability of Customized Services to Individual Clients
Managed Solutions will tailor its investment management services to the individual needs of its
Clients, including by incorporating Client-specific restrictions on investing in certain securities or
types of securities. However, Managed Solutions will not be able to accommodate investment
restrictions that WFII determines to be unreasonable or unduly burdensome, including any
requested restrictions on underlying securities held in a Fund or REIT in which the Client invests.
WFII reserves the right to decline to accept, or terminate its advisory services to, Accounts with
such restrictions.
Managed Solutions will implement any reasonable restrictions it accepts in a manner it
determines in its sole discretion from time to time. Generally, the units in Managed Solutions
allocate the assets that would have been invested in the restricted securities to cash, pro-rata
across the strategy, or in substitute securities which may include ETFs. WFII reserves the right to
modify its practices regarding Client-imposed restrictions at any time without notice. Client-
imposed reasonable investment restrictions may adversely affect the investment performance
and diversification of the securities in an Account.
D. Wrap Fee Programs
EO, FIST, and OSG currently provide their investment advisory services to:
• wrap accounts in the Customized Portfolios wrap fee program and/or the Personalized
UMA wrap program sponsored by Wells Fargo Advisors (“WFA”), a dually registered
broker-dealer and investment adviser; and
• fiduciary accounts of WFB in connection with investment management and trust services
offered by WFB to personal trusts, individuals and institutions.
The principal difference between how EO, FIST, and OSG manage wrap accounts and fiduciary
accounts (collectively, “Accounts”) pertains to how our recommendations are implemented.
Managed Solutions places all orders to purchase or sell an asset for an Account to WFA for wrap
accounts and to WFB for fiduciary accounts,
Another difference is that not all investment strategies, styles and objectives are available to all
Clients or in all Accounts. Information pertaining to WFA’s wrap fee programs can be found in a
separate brochure, which is available on the SEC’s website at adviserinfo.sec.gov/IAPD. The
applicable disclosure documents and client agreements governing your Account (collectively, the
“Client Agreement”) are also available from your investment professional at WFA (referred to by
WFA as a financial advisor) or at WFB (referred to by WFB as a portfolio manager). For additional
information on Client Agreements, refer to Item 16: Investment Discretion.
In both types of Accounts, we receive a portion of the fees you pay WFA or WFB in connection
with your Account. You do not pay us a separate fee.
E. Assets Under Management
As of December 31, 2023, WFII managed $43,998,311,201 in regulatory assets under
management on a discretionary basis.