Certificates of Deposit Linked to the GS Momentum Builder® Multi-Asset 5 ER Index Wells Fargo Bank, N.A
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Certificates of Deposit Linked to the GS Momentum Builder® Multi-Asset 5 ER Index Wells Fargo Bank, N.A. Terms Supplement dated April 21, 2017 to Disclosure Statement dated December 5, 2016 The certificates of deposit of Wells Fargo Bank, N.A. (the “Bank”) described in this Terms Supplement (the “CDs”) are made available through Brokers. This Terms Supplement should be read together with the accompanying Disclosure Statement. If the description of the terms of the CDs set forth in this Terms Supplement differs in any way from the description of the general terms of the CDs contained in the accompanying Disclosure Statement, the description of the terms of the CDs in this Terms Supplement shall control. Capitalized terms not defined in this Terms Supplement are defined in the accompanying Disclosure Statement. The CDs are not appropriate for every investor. The CDs have complex features and investing in the CDs involves risks not associated with an investment in conventional certificates of deposit. See “Risk Factors” on page 9 of this Terms Supplement. Early withdrawal of a CD will only be available in the event of death or adjudication of incompetence of a beneficial owner of a CD. See “Description of the Certificates of Deposit—Additions or Withdrawals” in the accompanying Disclosure Statement. On the date of this Terms Supplement, the estimated value of the CDs is $911.94 per $1,000 Deposit Amount. The Bank determined the estimated value of the CDs using its proprietary pricing models. The estimated value of the CDs is not an indication of actual profit to the Bank or any of its affiliates, nor is it an indication of the price, if any, at which the Bank or any other person may be willing to buy the CDs from you at any time after issuance. See “Estimated Value of the CDs” in this Terms Supplement. PRODUCT DESCRIPTION Unlike conventional certificates of deposit, the CDs do not provide for regular interest payments during their term. Instead, the CDs offer the potential for a single interest payment at maturity based on the performance of the GS Momentum Builder® Multi-Asset 5 ER Index (the “Index”) over the term of the CDs. If the Index appreciates from its Initial Index Level to its Final Index Level, you will receive the Deposit Amount of your CDs at maturity plus an interest payment at maturity reflecting 200% of that appreciation. However, if the Index does not appreciate or if it declines, you will receive the Deposit Amount of your CDs at maturity but will not receive any interest payment at maturity. As a result, it is possible that you will not receive any positive return on your investment in the CDs, and the annual percentage yield on the CDs may be as low as 0.00%. Even if you do receive an interest payment at maturity, the yield on the CDs may still be less than the yield you would earn if you bought a conventional certificate of deposit of the Bank of comparable maturity to the CDs. The Index was developed and is maintained by Goldman, Sachs & Co. (the “Index Sponsor”). The Index tracks the performance of a rules-based investment methodology that, once each month, selects a hypothetical portfolio of underlying assets to track for the next month. The underlying assets in each month’s hypothetical portfolio are selected from a universe of 15 eligible underlying assets consisting of 14 exchange-traded funds (“ETFs”) and a hypothetical money market account (which is referred to as the Money Market Position and reflects a positive accrual at the federal funds effective rate). The eligible ETFs represent the following asset classes: equities, fixed income, emerging markets, alternatives, commodities and inflation. The hypothetical portfolio for any month may include up to all, or as few as four, of the eligible underlying assets (and as few as three ETFs), and the ETFs in the hypothetical portfolio may represent up to all, or as few as only one, of the eligible asset classes. The investment methodology tracked by the Index combines a momentum-based, or trend-following, asset allocation methodology with a volatility targeting and control feature. Accordingly, each month the Index identifies, for each of three distinct realized volatility look-back periods (the prior six months, three months and one month), the portfolio of eligible underlying assets that would have had the highest return over the prior six months without exceeding a realized volatility of 5% for that realized volatility look-back period, subject to weighting caps on each underlying asset and asset class. The Index then determines the hypothetical portfolio to track for the next month by averaging the weight of each underlying asset in each of these three portfolios. A fundamental assumption underlying this methodology is that past trends are likely to continue into the future, so that the historical performance of a portfolio of underlying assets may be a good indicator of the future performance of that portfolio over the next month. However, there can be no assurance that the historical performance that led to the selection of the hypothetical portfolio for a given month will be indicative of that ___________ “Goldman Sachs” and “GS Momentum Builder® Multi-Asset 5 ER Index” are trademarks or service marks of Goldman, Sachs & Co. (or one of its affiliates) and have been licensed for use by the Bank in connection with the CDs. portfolio’s future performance over the next month. Accordingly, no assurance can be given that the Index will be successful or that the Index will outperform any alternative strategy that might be employed in respect of the eligible underlying assets. The Index has historically allocated a significant amount of its exposure to the Money Market Position, and it may do so in the future. This significant exposure may result in part because the target volatility of 5% is a relatively low volatility level for most of the eligible underlying assets, which means that a significant allocation to the low-volatility Money Market Position is frequently necessary to reduce the realized volatility of a hypothetical portfolio of underlying assets to the target volatility level. In addition, the Index may make a further allocation to the Money Market Position through its daily volatility control feature, which will reallocate exposure away from the ETFs in the current hypothetical portfolio and into the Money Market Position if and to the extent necessary to maintain a trailing one-month realized volatility that does not exceed a volatility cap of 6%. Any allocation to the Money Market Position is likely to adversely affect Index performance, because any portion of the Index that is allocated to the Money Market Position is likely to experience a net decline after giving effect to the Index’s excess return deduction and daily index maintenance fee (both described below). The performance of the Index is calculated on an “excess return” basis, which means that the performance of the Index will reflect the performance of each month’s hypothetical portfolio of underlying assets (subject to the daily volatility control feature) minus a notional interest rate equal to 3-month USD LIBOR. The Index performance is further reduced by a daily index maintenance fee of 0.50% per annum. The excess return deduction and daily index maintenance fee will exert a drag on Index performance, offsetting any positive performance of the hypothetical portfolio of underlying assets for each month and exacerbating any negative performance, and may cause the Index level to decline even if the hypothetical portfolio of underlying assets appreciates. The Index was launched on December 17, 2013 and, therefore, has a limited history of actual performance. The Index is described as tracking hypothetical portfolios of underlying assets because there is no actual portfolio of assets to which any investor in the CDs is entitled or in which any investor has any ownership interest. See “GS Momentum Builder® Multi- Asset 5 ER Index” in this Terms Supplement for more information about the Index, and see “Risk Factors” in this Terms Supplement for a description of important risks associated with an investment in the CDs, including risks related to the Index. The following table lists each eligible underlying asset, its asset class and the maximum weights applicable to each eligible underlying asset and asset class. ASSET UNDERLYING UNDERLYING CLASS ASSET CLASS ASSET ASSET ASSET CLASS MINIMUM MAXIMUM MINIMUM MAXIMUM WEIGHT WEIGHT ELIGIBLE UNDERLYING ASSET TICKER WEIGHT WEIGHT SPDR® S&P 500® ETF Trust SPY 0% 20% Equities 0% 50% iShares® MSCI EAFE ETF EFA 0% 20% iShares® MSCI Japan ETF EWJ 0% 10% iShares® 20+ Year Treasury Bond ETF TLT 0% 20% Fixed Income 0% 50% iShares® iBoxx $ Investment Grade Corporate Bond ETF LQD 0% 20% iShares® iBoxx $ High Yield Corporate Bond ETF HYG 0% 20% iShares® MSCI Emerging Markets ETF EEM 0% 20% Emerging Markets 0% 25% iShares® J.P. Morgan USD Emerging Markets Bond ETF EMB 0% 20% iShares® U.S. Real Estate ETF IYR 0% 20% Alternatives 0% 25% Alerian MLP ETF AMLP 0% 10% PowerShares® Senior Loan Portfolio BKLN 0% 10% PowerShares® DB Commodity Index Tracking Fund DBC 0% 20% Commodities 0% 25% SPDR® Gold Trust GLD 0% 20% Inflation 0% 25% iShares® TIPS Bond ETF TIP 0% 25% Cash Equivalent 0% 50%* Money Market Position N/A 0% 50%* * With respect to the Money Market Position, the asset class and underlying asset maximum weights do not apply to the daily volatility control feature and, therefore, as a result of that feature, the Index may allocate significantly more than 50% of its exposure to the Money Market Position. 2 INDEX FLOWCHART The following flowchart illustrates the Index’s monthly hypothetical portfolio selection process and daily volatility control feature.