Defining
Market Capitalization Size Segments for Each Market
Once
a market investable equity universe is defined, it is segmented into the following size–based indices (the “Size
Segment Indices”), with the following free float-adjusted market capitalization market coverage target ranges:
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•
|
Investable
Market Index (Large + Mid + Small): 99%+1% or -0.5%
|
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•
|
Standard
Index (Large + Mid): 85% ± 5%
|
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•
|
Large
Cap Index: 70% ± 5%
|
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•
|
Mid
Cap Index: The Mid Cap Index market coverage in each market is derived as the difference
between the market coverage of the Standard Index and the Large Cap Index in that market.
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•
|
Small
Cap Index: The Small Cap Index market coverage in each market is derived as the difference
between the free float-adjusted market capitalization coverage of the Investable Market
Index and the Standard Index in that market.
|
Index
Continuity Rules for the Standard Indices
In
order to achieve index continuity, as well as provide some basic level of diversification within a market index, notwithstanding
the effect of other index construction rules, a minimum number of five constituents will be maintained for a DM Standard Index
and a minimum number of three constituents will be maintained for an EM Standard Index.
If
after the application of the index construction methodology, a Standard Index contains fewer than five securities in a DM or three
securities in an EM, then the largest securities by free float-adjusted market capitalization are added to the Standard Index
in order to reach five constituents in that DM or three in that EM. At subsequent index reviews, if after the application of the
index maintenance methodology a Standard Index contains less than five securities in a DM or three securities in an EM, then the
remaining securities are selected for inclusion by multiplying market capitalization of such securities by a factor of 1.5.
Classifying
Securities under the Global Industry Classification Standard
All
securities in the global investable equity universe are assigned to the industry that best describes their business activities.
To this end, MSCI has designed, in conjunction with S&P Dow Jones Indices, the GICS®. The GICS®
entails four levels of classification: (1) sector; (2) industry groups; (3) industries; and (4) sub–industries. Under the
GICS®, each company is assigned uniquely to one sub–industry according to its principal business activity.
Therefore, a company can belong to only one industry grouping at each of the four levels of the GICS®. The GICS®
classification of each security is used by MSCI to construct additional indices.
Constructing
and Calculating the Individual Indices
After
companies are allocated to their respective size segments and securities are reviewed for complying with the final size segment
requirements, the final list of constituents for each Market Size Segment Index is determined. The MSCI Investable Market Indices
are composed of the MSCI Standard Indices and the MSCI Small Cap Indices. The MSCI Standard Indices are further subdivided into
the MSCI Large Cap and the MSCI Mid Cap Indices. Two or more Market Indices can be combined to form Composite Indices. Market
Indices can be grouped either on the basis of market classification definition, geographical regions, economic regions or other
criteria.
Index
Calculation
The
MSCI Indices are calculated using the Laspeyres’ concept of a weighted arithmetic average together with the concept of chain-linking.
As a general principle, today’s index level is obtained by applying the change in the market performance to the previous
period index levels.
Maintenance
of the MSCI Indices
In
order to maintain the representativeness of the MSCI Indices, MSCI may make structural changes to the MSCI Indices as a whole
by adding or deleting component country indices. In particular, MSCI may add additional component country indices to the MSCI
Indices or subtract one or more of its current component country indices prior to the maturity of the securities. Currently, such
changes in the MSCI Indices may generally only be made on four dates throughout the year: after the close of the last business
day of each February, May, August and November.
Each
component country index is maintained with the objective of reflecting the evolution of the underlying equity markets and segments
on a timely basis, while seeking to achieve index continuity, continuous investability of constituents and replicability of such
index, and index stability and low index turnover. The maintenance of the component country indices is reflected in the MSCI Indices.
In
particular, index maintenance involves semi-annual index reviews in May and November and quarterly index reviews in February and
August of the Size Segment Indices. Semi-annual index reviews include updating the indices on the basis of a fully refreshed equity
universe; taking buffer rules into consideration for migration of securities across size and style segments; and updating FIFs
and number of shares (“NOS”). Quarterly index reviews include adding significant new eligible securities (such
as IPOs that were not eligible for earlier inclusion) in the index; allowing for significant moves of companies within the Size
Segment Indices, using wider buffers than in the semi-annual index reviews; and reflecting the impact of significant market events
on FIFs and updating NOS.
Corporate
Events
In
addition, ongoing event-related changes to the MSCI Indices are made as the result of mergers, acquisitions, spin-offs, suspensions,
delistings, bankruptcies, reorganizations and other similar corporate events. They can also result from capital reorganizations
in the form of rights issues, bonus issues, public placements and other similar corporate actions that take place on a continuing
basis. Changes resulting from corporate events involve many aspects, including additions, deletions, changes in number of shares,
changes in industry classification and changes in foreign inclusion factors and/or domestic inclusion factors as a result of updated
free float estimates. These changes generally are reflected in the MSCI Indices at the time of the event. In addition, changes
in number of shares are consistently coordinated with changes in foreign inclusion factors and/or domestic inclusion factors to
attempt to accurately reflect the investability of the underlying securities. Changes resulting from corporate events that could
not be implemented on or near the effective dates and where no price adjustment factor is necessary, such as private placements
and secondary offerings, are implemented at the following regularly scheduled index review. IPOs that are significant in size
and meet the MSCI inclusion criteria may be considered for early inclusion in the Standard Index. If the decision is made to include
an IPO early, the inclusion is effective after the close of the security’s tenth day of trading.
Further
information about the MSCI corporate events methodology may be obtained from other sources including, but not limited to, the
MSCI Indices sponsor’s website. We are not incorporating by reference into this document the website or any material it
includes. Neither we nor the agent makes any representation that such publicly available information regarding the MSCI Indices
is accurate or complete.
License
Agreement
Wells
Fargo & Company, our parent company, and MSCI Inc. have entered into a non-transferable, non-exclusive license agreement providing
for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in exchange
for a fee, of the right to use the MSCI Indices in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and MSCI provides that the following language must be stated in this market
measure supplement:
THE
SECURITIES ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY
OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING THE MSCI INDICES
(COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDICES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI, THE MSCI ACWI
INDEX®, THE MSCI EAFE INDEX® AND THE MSCI EMERGING MARKETS INDEXSM ARE SERVICE MARKS
OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY WELLS FARGO & COMPANY. THE SECURITIES HAVE
NOT BEEN PASSED ON BY ANY OF THE MSCI PARTIES AS TO THEIR LEGALITY OR SUITABILITY WITH RESPECT TO ANY PERSON OR ENTITY AND NONE
OF THE MSCI PARTIES MAKES ANY WARRANTIES OR BEARS ANY LIABILITY WITH RESPECT TO THE SECURITIES. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF
THE SECURITIES OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL PRODUCTS GENERALLY OR IN THE
SECURITIES PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES
ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI ACWI INDEX®, THE MSCI EAFE
INDEX® AND THE MSCI EMERGING MARKETS INDEXSM WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT
REGARD TO THE SECURITIES OR THE ISSUER OR OWNER OF THE SECURITIES OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS
ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THE SECURITIES OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN
DETERMINING, COMPOSING OR CALCULATING THE MSCI INDICES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE
DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE SECURITIES TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION
OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE SECURITIES ARE REDEEMABLE. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION
OR LIABILITY TO THE ISSUER OR OWNERS OF THE SECURITIES OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING
OR OFFERING OF THE SECURITIES.
ALTHOUGH
MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDICES FROM SOURCES THAT MSCI CONSIDERS
RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR COMPLETENESS OF THE MSCI INDICES OR
ANY DATA INCLUDED THEREIN OR THE RESULTS TO BE OBTAINED BY THE ISSUER OF THE SECURITIES, OWNERS OF THE SECURITIES, OR ANY OTHER
PERSON OR ENTITY, FROM THE USE OF THE MSCI INDICES OR ANY DATA INCLUDED THEREIN AND NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY
TO ANY PERSON OR ENTITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH THE MSCI INDICES OR ANY DATA INCLUDED
THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND AND THE MSCI PARTIES HEREBY EXPRESSLY
DISCLAIM ALL WARRANTIES (INCLUDING, WITHOUT LIMITATION AND FOR PURPOSES OF EXAMPLE ONLY, ALL WARRANTIES OF TITLE, SEQUENCE, AVAILABILITY,
ORIGINALITY, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL
IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING AND COURSE OF PERFORMANCE) WITH RESPECT TO THE MSCI INDICES AND
ALL DATA INCLUDED THEREIN. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES
HAVE ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL
(INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR REVENUES OR OTHER ECONOMIC LOSS), AND WHETHER IN TORT (INCLUDING,
WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), CONTRACT OR OTHERWISE, EVEN IF IT MIGHT HAVE ANTICIPATED, OR WAS ADVISED
OF, THE POSSIBILITY OF SUCH DAMAGES.
No
purchaser, seller or holder of the securities, or any other person or entity, should use or refer to any MSCI trade name, trademark
or service mark to sponsor, endorse, market or promote the securities without first contacting MSCI to determine whether MSCI’s
permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written
permission of MSCI.
THE
MVIS® U.S. LISTED OIL SERVICES 25 INDEX
We
obtained all information contained in this market measure supplement regarding the MVIS® U.S. Listed Oil Services
25 Index (the “Oil Services Index”), including, without limitation, its make-up, method of calculation, and
changes in its components, from publicly available information. That information reflects the policies of, and is subject to change
by, MV Index Solutions GmbH (“MVIS”), the index sponsor. MVIS has no obligation to continue to publish, and
may discontinue publication of, the Oil Services Index at any time. Neither we nor the agent has independently verified the accuracy
or completeness of any information with respect to the Oil Services Index in connection with the offer and sale of securities.
In
addition, information about the Oil Services Index may be obtained from other sources including, but not limited to, the Oil Services
Index sponsor’s website. We are not incorporating by reference into this document the website or any material it includes.
Neither we nor the agent makes any representation that such publicly available information regarding the Oil Services Index is
accurate or complete.
The
Oil Services Index is designed to track the performance of the largest and most liquid U.S.-listed companies that derive at least
50% (25% for current components) of their revenues from oil services to the upstream oil sector. The Oil Services Index was launched
on August 12, 2011 with a base index value of 1,000 as of September 29, 2000.
The
Oil Services Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Index
Composition and Maintenance
The
Index Universe
The
index universe includes only common stocks and stocks with similar characteristics from financial markets that are freely investable
for foreign investors and that provide real-time and historical component and currency pricing. Limited partnerships are excluded.
Companies from financial markets that are not freely investable for foreign investors or that do not provide real-time and historical
component and currency pricing may still be eligible if they have a listing on an eligible exchange and if they meet all the size
and liquidity requirements on that exchange. Only stocks that have a full market capitalization exceeding US$50 million are eligible
for the index universe.
Investable
Index Universe
Only
companies with a free-float (or shares available to foreign investors) of 5% or more for existing index components or 10% or more
for new components are eligible for inclusion.
In
addition to the above, stocks that are currently not in the Oil Services Index must meet the following size and liquidity requirements:
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a
full market capitalization exceeding US$150 million;
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a
three-month average-daily-trading volume of at least US$1 million at the current review
and also at the previous two reviews; and
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at
least 250,000 shares traded per month over the last six months at the current review
and also at the previous two reviews.
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For
stocks already in the Oil Services Index the following applies:
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a
full market capitalization exceeding US$75 million; and
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a
three-month average-daily-trading volume of at least US$0.2 million in at least two of
the latest three quarters (current review and also at previous two reviews).
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In
addition:
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a
three-month average-daily-trading volume of at least US$0.6 million at current review
or at one of the previous two reviews; or
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•
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at
least 200,000 shares traded per month over the last six months at the current review
or at one of the previous two reviews.
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In
case the number of investable stocks drops below the minimum component number for the Oil Services Index, additional companies
are flagged eligible by the Index owner’s decision until the number of eligible stocks equals the minimum component count.
Only
one share line of each company is eligible. In case more than one share line fulfills the above size and liquidity rules, only
the largest share line by free-float market capitalization is eligible. MVIS can, in exceptional cases (e.g., significantly
higher liquidity), decide for a different share line.
In
case the free-float market capitalization of a non-component share line:
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exceeds
the free-float market capitalization of a share line of the same company which is an
index component by at least 25%; and
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fulfills
all size and liquidity eligibility criteria for non-components,
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the
current component share line will be replaced by the larger one. MVIS can, in exceptional cases (e.g., significantly higher
liquidity), decide to keep the current share line instead.
Index
Constituent Selection
The
Oil Services Index is reviewed on a semi-annual basis in March and September.
The
target coverage of the Oil Services Index is 25 companies from the investable universe that are U.S. exchange-listed companies
that derive at least 50% (25% for current components) of their revenues from oil services to the upstream oil sector. Oil Services
Index constituents are selected using the following procedure:
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(1)
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The
largest 50 stocks (by full market capitalization) from the investable universe that are
U.S. exchange-listed companies that derive at least 50% (25% for current components)
of their revenues from oil services to the upstream oil sector qualify.
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(2)
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The
50 stocks are ranked in two different ways — by free-float market capitalization
in descending order (the largest company receives rank “1”) and then by three-month
average-daily-trading volume in descending order (the most liquid company receives rank
“1”). These two ranks are added up.
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(3)
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The
50 stocks are then ranked by the sum of their two ranks in Step 2 in ascending order.
If two companies have the same sum of ranks, the larger company is placed on top.
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(a)
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Initially,
the highest ranked 25 companies made up the Oil Services Index.
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(b)
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On-going,
a 10-40 buffer is applied; the highest ranked 10 companies qualify. The remaining 15
companies are selected from the highest ranked remaining current Oil Services Index components
ranked between 11 and 40. If the number of selected companies is still below 25, then
the highest ranked remaining stocks are selected until 25 companies have been selected.
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Review
Schedule
The
reviews for the Oil Services Index are based on the closing data on the last business day in February and August. If a company
does not trade on the last business day in February or August, the last available price for this company will be used.
The
underlying index data (e.g., new number of shares, new free-float factors and new weighting cap factors) is announced on
the second Friday in March or September. The weighting cap factors are based on closing data of the Wednesday prior to the second
Friday in March or September. Changes to the Oil Services Index are implemented and based on the closing prices of the third Friday
in March or September. If the third Friday is not a business day, then the review will take place on the last business day before
the third Friday. If a constituent of the Oil Services Index does not trade on the third Friday in March or September, then the
last available price for that index constituent will be used. Changes become effective on the next business day.
For
purposes of this description of the Oil Services Index, “business day” means any day (other than a Saturday
or Sunday) on which commercial banks and foreign exchange markets settle payments in Frankfurt.
Ongoing
Maintenance
In
addition to the periodic reviews, the Oil Services Index is continually reviewed for corporate events (e.g., mergers, takeovers,
spin-offs, delistings and bankruptcies) that affect the Oil Services Index components.
Replacements.
For all corporate events that result in a stock deletion from the Oil Services Index, the deleted stock will be replaced with
the highest ranked non-component on the most recent selection list immediately only if the number of components in the Oil Services
Index would drop below 20. The replacement stock will be added at the same weight as the deleted stock. Only in case of a merger
of two or more index components, the replacement stock will be added with its free-float market capitalization, weighted with
the capping factor of the uncapped components in the small-weight group of the weighting scheme.
Changes
to Free-Float Factor and Number of Shares. Changes to the number of shares or the free-float factors due to corporate actions
like stock dividends, splits, rights issues, etc. are implemented immediately and will be effective the next trading day (i.e.,
the ex-date). Simple share/float changes are implemented after a 3-day notice period.
Initial
Public Offerings (IPOs) and Spin-Offs. An IPO stock is eligible for fast-track addition to the index universe for the Oil
Services Index once, either at the next semi-annual review if it has been trading since at least the last trading day of the month
prior to the review snapshot dates (i.e., the last trading day in February or August) or else at the then-following semi-annual
review. In order to be added to the Oil Services Index the IPO stock has to meet the size and liquidity requirements:
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•
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the
IPO must have a full market capitalization exceeding US$150 million;
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•
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the
IPO must have a free-float factor of at least 10%;
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•
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the
IPO must have an average-daily-trading volume of at least US$1 million; and
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•
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the
IPO must have traded at least 250,000 shares per month (or per 22 days).
|
This
rule is applicable for newly spun-off companies as well.
Changes
due to Mergers & Takeovers. A merger or takeover is deemed successful if it has been declared wholly unconditional and
has received approval of all regulatory agencies with jurisdiction over the transaction. The result of a merger or takeover is
typically one surviving stock and one or more non-surviving stocks that may not necessarily be de-listed from the respective trading
system(s).
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•
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If
an Oil Services Index component merges with or takes over another Oil Services Index
component: The surviving stock remains in the Oil Services Index and the other stock
is deleted immediately from the Oil Services Index. Its shares and float are adjusted
according to the terms of the merger/takeover. The index market capitalization of the
merged company corresponds to the market capitalization of the two separate companies.
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•
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If
an Oil Services Index component merges with or takes over a non-Oil Services Index component:
|
If
the surviving stock meets the Oil Services Index requirements, then it remains in the Oil Services Index and its shares (if the
share change is greater than 10%) and float are adjusted according to the terms of the merger/takeover.
If
the surviving stock does not meet the Oil Services Index requirements, then it is deleted immediately from the Oil Services Index.
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•
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If
a non-Oil Services Index component merges with or takes over an Oil Services Index component:
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If
the surviving stock meets the Oil Services Index requirements, then it will be added to the Oil Services Index and will replace
the current Oil Services Index component. Its shares (if the share change is greater than 10%) and float are adjusted according
to the terms of the merger/takeover.
If
the surviving stock does not meet the Oil Services Index requirements, then it will not be added to the Oil Services Index and
the current Oil Services Index component is deleted immediately from the Oil Services Index.
Changes
due to Spin-Offs. Each spin-off stock is immediately added to the Oil Services Index for at least two trading days, if traded
on its ex-date. If a spin-off company does not qualify for the Oil Services Index, it will be deleted based on its closing price.
Shares and floats of the surviving companies are adjusted according to the terms of the spin-off.
Additions
due to Replacements. In case the number of Oil Services Index components drops below the minimum component number and no non-component
stock is eligible as a replacement, the determination of the addition is subject to MVIS’s decision.
Index
Calculation
The
value of the Oil Services Index is calculated using the Laspeyres’ formula, rounded to two decimal places, with stock prices
converted to U.S. dollars:
where
(for all stocks (i) in the Oil Services Index):
pi
= stock price (rounded to four decimal places);
qi
= number of shares;
ffi
= free-float factor (rounded to two decimal places);
fxi
= exchange rate (local currency to U.S. Dollar) (rounded to 12 decimal places);
cfi
= company-weighting cap factor (if applicable, otherwise set to 1) (rounded to 16 decimal places);
M
= free-float market capitalization of the Oil Services Index; and
D
= divisor (rounded to six decimal places).
Free-Float
The
Oil Services Index is free-float adjusted — that is, the number of shares outstanding is reduced to exclude closely held
shares (amount larger than 5% of the company’s full market capitalization) from the index calculation. At times, other adjustments
are made to the share count to reflect foreign ownership limits. These are combined with the block-ownership adjustments into
a single factor. To avoid unwanted double counting, either the block-ownership adjustment or the restricted stocks adjustment
is applied, whichever produces the higher result. Free-float factors are reviewed quarterly.
Company-Weighting Cap Factors
Companies in the Oil Services Index are
weighted according to their free-float market capitalization, as modified by the company-weighting cap factors. The Oil Services
Index used the company-weighting cap factors to ensure diversification to avoid overweighting. The company-weighting cap factors
are reviewed quarterly and applied, if necessary. The following weighting scheme applies to the Oil Services Index:
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(1)
|
All Oil Services Index components are weighted by their free-float market capitalization.
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(2)
|
All companies exceeding 4.5% but at least the largest five and at the maximum the largest ten companies are grouped together
(so called “Large-Weights”) and all other companies are grouped together as well (so called “Small-Weights”).
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(3)
|
The aggregated weighting of the Large-Weights is capped at 50%:
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(a)
|
Large-Weights: If the aggregated weighting of all companies in Large-Weight exceeds 50%, then a capping factor is calculated
to bring the weighting down to 50%; at the same time, a second capping factor for the Small-Weights is calculated to increase the
aggregated weight to 50%. These two factors are then applied to all companies in the Large-Weights or the Small-Weights respectively.
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(b)
|
Large-Weights: The maximum weight for any single stock is 20% and the minimum weighting is 5%. If a stock is above the maximum
or below the minimum weight, then the weight will be reduced to the maximum weight or increased to the minimum weight and the excess
weight will be re-distributed proportionally across all other remaining Oil Services Index constituents in the Large-Weights.
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(c)
|
Small-Weights: The maximum weight for any single stock is 4.5%. If a stock is above the maximum weight, then the weight will
be reduced to the maximum weight and the excess weight will be re-distributed proportionally across all other remaining Oil Services
Index constituents in the Small-Weights.
|
Divisor Adjustments
Index maintenance (reflecting changes in,
e.g., shares outstanding, capital actions, addition or deletion of stocks to the Oil Services Index) should not change the
level of the Oil Services Index. This is accomplished with an adjustment to the divisor. Any change to the stocks in the Oil Services
Index that alters the total market value of the Oil Services Index while holding stock prices constant will require a divisor adjustment.
where ΔMC is the difference between closing market capitalization
and adjusted closing market capitalization of the Oil Services Index.
Data Correction
Incorrect or missing input data will be
corrected immediately.
Corporate Action Related Adjustments
Corporate actions range widely from routine
share issuances or buy backs to unusual events like spin-offs or mergers. These are listed below with notes about the necessary
changes and whether the divisor will be adjusted. Implementation takes place on the ex-date.
Special cash dividend
pi, adjusted = pi
– (Dividend x (1 – Withholding Tax))
|
Divisor change: Yes
|
Split
Shareholders receive “B” new shares for every “A”
share held.
|
Divisor change: No
|
Rights offering
Shareholders receive “B” new shares for
every “A” share held.
If the subscription-price is either not available
or not smaller than the closing price, then no adjustment will be done.
|
Divisor change: Yes
|
Stock dividend
Shareholders receive “B” new shares for every “A”
share held.
|
Divisor change: No
|
Stock dividend from treasury
Stock dividends from treasury are adjusted as ordinary cash
dividends. Shareholders receive ‘B’ new shares for every ‘A’ share held.
|
Divisor change: Yes
|
Stock dividend of a different company security
Shareholders receive “B” shares of a different company
for every “A” share held.
|
Divisor change: Yes
|
Spin-offs
Shareholders receive “B” new shares for every “A”
share held.
|
Divisor change: Yes
|
Addition/deletion of a company
Net change in market value determines the divisor adjustment.
|
Divisor change: Yes
|
Changes in shares outstanding/free-float
Any secondary issuance, share repurchase, buy back, tender offer,
Dutch auction, exchange offer, bought deal equity offering or prospectus offering will be updated at the semi-annual review if
the change is smaller than 10%. Changes larger than 10% will be pre-announced (3 trading days’ notice) and implemented on
a best efforts basis. If necessary and information is available, resulting float changes are taken into consideration. Share changes
will not be implemented in the week between review announcement and implementation.
|
Divisor change: Yes
|
Changes due to a merger/takeover/spin-off
Net change in free-float market value determines the divisor
adjustment. In case of no change, the divisor change is 0.
|
Divisor change: Yes
|
With corporate actions where cash dividends or other corporate
assets are distributed to shareholders, the price of the stock will drop on the ex-dividend day (the first day when a new shareholder
is eligible to receive the distribution). The effect of the divisor adjustment is to prevent this price drop from causing a corresponding
drop in the Oil Services Index.
Corporate actions are announced at least four days prior to
implementation.
THE
NASDAQ-100 INDEX®
We
obtained all information contained in this market measure supplement regarding the Nasdaq-100 Index®, including,
without limitation, its make-up, method of calculation, and changes in its components, from publicly available information. That
information reflects the policies of, and is subject to change by, Nasdaq, Inc. (“Nasdaq”), the index sponsor.
Nasdaq has no obligation to continue to publish, and may discontinue publication of, the Nasdaq-100 Index® at any
time. Neither we nor the agent has independently verified the accuracy or completeness of any information with respect to the
Nasdaq-100 Index® in connection with the offer and sale of the securities.
In
addition, information about the Nasdaq-100 Index® may be obtained from other sources including, but not limited
to, the Nasdaq-100 Index® sponsor’s website (including information regarding the sector weightings of the
Nasdaq-100 Index®). We are not incorporating by reference into this document the website or any material
it includes. Neither we nor the agent makes any representation that such publicly available information regarding the Nasdaq-100
Index® is accurate or complete.
The
Nasdaq 100-Index® does not reflect the payment of dividends on the stocks underlying it and therefore the payment
on the securities will not produce the same return you would receive if you were able to purchase the underlying stocks and hold
them until maturity.
The
Nasdaq-100 Index® is a modified market capitalization-weighted index of stocks of the 100 largest non-financial
companies listed on the Nasdaq Stock Market. The Nasdaq-100 Index®, which includes companies across a variety of
major industry groups, was launched on January 31, 1985, with a base index value of 125.00, as adjusted. Current information
regarding the market value of the Nasdaq-100 Index® is available from Nasdaq as well as numerous market information
services.
The
Nasdaq-100 Index® share weights of the component securities of the Nasdaq-100 Index® at any time
are based upon the total shares outstanding in each of those securities and are additionally subject, in certain cases, to rebalancing.
Accordingly, each underlying stock’s influence on the level of the Nasdaq-100 Index® is directly proportional
to the value of its Nasdaq-100 Index® share weight.
Calculation
of the Nasdaq-100 Index®
At
any moment in time, the value of the Nasdaq-100 Index® equals the aggregate value of the then-current Nasdaq-100
Index® share weights of each of the Nasdaq-100 Index® component securities, which are based on the
total shares outstanding of each such Nasdaq-100 Index® component security, multiplied by each such security’s
respective last sale price on the Nasdaq Stock Market (which may be the official closing price published by the Nasdaq Stock Market),
and divided by a scaling factor (the “divisor”), which becomes the basis for the reported Nasdaq-100 Index®
value. The divisor serves the purpose of scaling such aggregate value to a lower order of magnitude which is more desirable
for Nasdaq-100 Index® reporting purposes.
Underlying
Stock Eligibility Criteria
Initial
Eligibility Criteria
To
be eligible for initial inclusion in the Nasdaq-100 Index®, a security must meet the following criteria:
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the
issuer of the security’s U.S. listing must be exclusively on the Nasdaq Global
Select Market or the Nasdaq Global Market (unless the security was dually listed on another
U.S. market prior to January 1, 2004 and has continuously maintained such listing);
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a
security must be issued by a non-financial company;
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a
security may not be issued by an issuer currently in bankruptcy proceedings;
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a
security must have an average daily trading volume of at least 200,000 shares in the
previous three months (measured annually during the ranking review process described
below);
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if
the issuer of the security is organized under the laws of a jurisdiction outside the
United States, then that security must have listed options on a recognized options market
in the United States or be eligible for listed-options trading on a recognized options
market in the United States (measured during the ranking review process);
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the
issuer of the security may not have entered into a definitive agreement or other arrangement
where the transaction is determined to be highly probable and would likely result in
the security no longer being Nasdaq-100 Index® eligible;
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the
issuer of the security may not have annual financial statements with an audit opinion
that is currently withdrawn; and
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the
security must have “seasoned” on the Nasdaq, NYSE or CBOE. Generally, a company
is considered to be seasoned if it has been listed on a market for at least three full
months (excluding the first month of initial listing).
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Continued
Eligibility Criteria
In
addition, to be eligible for continued inclusion in the Nasdaq-100 Index®, the security must meet the following
criteria:
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the
issuer of the security’s primary U.S. listing must be exclusively listed on the
Nasdaq Global Select Market or the Nasdaq Global Market;
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the
security must be issued by a non-financial company;
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the
security may not be issued by an issuer currently in bankruptcy proceedings;
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the
security must have an average daily trading volume of at least 200,000 shares in the
previous three month trading period (measured during the ranking review process);
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•
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if
the issuer of the security is organized under the laws of a jurisdiction outside the
United States, then that security must have listed options on a recognized options market
in the United States or be eligible for listed-options trading on a recognized options
market in the United States;
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the
issuer must have an adjusted market capitalization equal to or exceeding 0.10% of the
aggregate adjusted market capitalization of the Nasdaq-100 Index® at each
month-end. In the event a company does not meet this criterion for two consecutive month-ends,
it will be removed from the Nasdaq-100 Index® effective after the close
of trading on the third Friday of the following month; and
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the
issuer of the security may not have annual financial statements with an audit opinion
that is currently withdrawn.
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For
the purposes of Nasdaq-100 Index® eligibility criteria, if the security is a depositary receipt representing a
security of a non-U.S. issuer, then references to the “issuer” are references to the issuer of the underlying
security.
These
Nasdaq-100 Index® eligibility criteria may be revised from time to time by Nasdaq without regard to the securities.
Annual
Ranking Review
The
composition of the Nasdaq-100 Index® is evaluated on an annual basis, except under extraordinary circumstances
that may result in an interim evaluation, as follows (this evaluation is referred to herein as the “Ranking Review”).
Securities listed on the Nasdaq Stock Market that meet the applicable eligibility criteria are ranked by market value. Nasdaq-100
Index® -eligible securities that are already in the Nasdaq-100 Index® and whose issuer is ranked
in the top 100 eligible companies (based on market capitalization) are retained in the Nasdaq-100 Index®. A Nasdaq-100®
Index issuer that is ranked 101 to 125 is generally retained, provided that such issuer was
ranked in the top 100 eligible
issuers as of the previous Ranking Review or was added to the Nasdaq-100 Index® subsequent to the previous Ranking
Review. Nasdaq-100 Index® issuers not meeting such criteria are replaced. Additionally, if at the time of the Ranking
Review an eligible issuer not currently in the Nasdaq-100 Index® is ranked within the top 75 eligible securities
by market capitalization and is not one of the replacement securities, it will be automatically added to the Nasdaq-100 Index®
and the smallest issuer by market capitalization will be removed from the index. The replacement securities chosen are those
Nasdaq-100 Index® -eligible securities not currently in the Nasdaq-100 Index® whose issuers have
the largest market capitalization. The data used in the ranking includes market data as of the last trading of October and is
updated for total shares outstanding submitted in a publicly filed SEC document via EDGAR through the end of November. If a security
is a depositary receipt, the total shares outstanding is the actual depositary shares outstanding as reported by the depositary
banks.
Generally,
the list of annual additions and deletions as a result of the annual evaluation is publicly announced via a press release in the
early part of December. Replacements are made effective after the close of trading on the third Friday in December. Moreover,
if at any time during the year other than the Ranking Review, a Nasdaq-100 Index® issuer no longer meets the continued
eligibility criteria or is otherwise determined by Nasdaq to become ineligible for continued inclusion in the Nasdaq-100 Index®,
the issuer security will be replaced with the largest market capitalization security not currently in the Nasdaq-100 Index®
and meeting the initial eligibility criteria listed above. Ordinarily, a security will be removed from the Nasdaq-100 Index®
at its last sale price. If, however, at the time of its removal the security is halted from trading on its primary listing
market and an official closing price cannot readily be determined, the security may, in Nasdaq’s discretion, be removed
at a zero price. The zero price will be applied to the security after the close of the market but prior to the time the official
closing value of the Nasdaq-100 Index® is disseminated, which is ordinarily 17:16:00 ET.
Index
Maintenance
Changes
in the price and/or the number of total shares outstanding of each of the Nasdaq-100 Index® component securities
driven by corporate events such as stock dividends, stock splits and certain spin-offs and rights issuances are adjusted on the
ex-date. If the change in total shares outstanding arising from other corporate actions is greater than or equal to 10.0%, the
change will be made to the Nasdaq-100 Index® as soon as practicable. Otherwise, if the change in total shares outstanding
is less than 10.0%, then all such changes are accumulated and made effective at one time on a quarterly basis after the close
of trading on the third Friday in each of March, June, September and December. The index shares for those underlying stocks are
derived from each security’s total shares outstanding. The index shares for those underlying stocks are adjusted by the
same percentage amount by which the total shares outstanding have changed in those Nasdaq-100 Index® component
securities.
The
price of the component security is adjusted for the amount of the special cash dividend. A dividend is considered special if the
information provided by the listing exchange in their announcement of the ex-date indicates that the dividend is special. A special
dividend may also be referred to as extra, extraordinary, non-recurring, one-time, unusual, etc.
Index
Rebalancing
On
a quarterly basis coinciding with the quarterly scheduled index share adjustment procedures in March, June and September, the
Nasdaq-100 Index® will be rebalanced if it is determined that: (1) the current weight of the single largest market
capitalization component security is greater than 24.0% and (2) the “collective weight” of those component securities
whose individual current weights are in excess of 4.5%, when added together, exceeds 48.0% of the Nasdaq-100 Index®.
If
either one or both weight distribution requirements are met upon quarterly review or it is determined that a special rebalancing
is required, a weight rebalancing will be performed.
First,
relating to weight distribution requirement (1) above, if the current weight of the single largest component security exceeds
24.0%, then the weights of all stocks with weights greater than 4.5% will be scaled down proportionately towards 1.0% for the
adjusted weight of the single largest component security to be set to 20.0%.
Second,
relating to weight distribution requirement (2) above, for those component securities whose individual current weights or adjusted
weights in accordance with the preceding step are in excess of 4.5%, if their “collective
weight” exceeds 48.0%, then
the weights of all stocks with weights greater than 4.5% will be scaled down proportionately towards 1.0% for the “collective
weight,” so adjusted, to be set to 40.0%.
On
an annual basis coinciding with the annual evaluation in December, the Nasdaq-100 Index® will be rebalanced if
it is determined that the “collective weight” of the five largest component securities by weight, when added together,
exceeds 40.0% of the Nasdaq-100 Index®. In addition, a special rebalancing of the Nasdaq-100 Index®
may be conducted at any time if it is determined necessary to maintain the integrity of the Nasdaq-100 Index®.
If
the weight distribution requirement is met upon the annual evaluation or it is determined that a special rebalancing is required,
a weight rebalancing will be performed.
If
the “collective weight” of the five largest Nasdaq-100 Index® securities by weight, when added together,
exceeds 40.0% of the Nasdaq-100 Index® at the time of the annual evaluation, those top five securities will be
scaled down proportionately towards 1.0% for the “collective weight,” so adjusted, to be set to 38.5%. The excess
weight due to capping from the five largest, capped securities is redistributed to the remaining securities. Thereafter, all other
securities are capped at 4.5% and the weight is proportionally redistributed to all securities that have not yet been capped.
In
the event of a special rebalance, either coinciding with the quarterly review or annual evaluation (or at any other point in time
where necessary), prior month-end shares outstanding and prices for each security in the Nasdaq-100 Index® are
utilized to calculate the weights that require capping and the associated index shares. If a special rebalance were to occur in
accordance with the quarterly scheduled index adjustment or annual evaluation, the index weights will be determined anew based
upon the last sale prices and aggregate capitalization of the Nasdaq-100 Index® at the close of trading on the
last day in February, May, August and November. Changes to the index weights will be made effective after the close of trading
on the third Friday in March, June, September and December and an adjustment to the divisor is made to ensure continuity of the
Nasdaq-100 Index®.
Ordinarily,
new rebalanced weights will be determined by applying the above procedures to the current index weights. However, Nasdaq may from
time to time determine rebalanced weights, if necessary, by applying the above procedure to the actual current market capitalization
of the component securities. In such instances, Nasdaq would announce the different basis for rebalancing prior to its implementation.
At
the quarterly rebalancing, data is cutoff as of the previous month end and no changes are made to the Nasdaq-100 Index®
from that cutoff until the quarterly share change effective date with the single exception for corporate actions with an
ex-date.
License
Agreement
Wells
Fargo & Company, our parent company, and Nasdaq have entered into a non-transferable, non-exclusive license agreement providing
for a sub-license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in exchange
for a fee, of the right to use the Nasdaq-100 Index® in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and Nasdaq provides that the following language must be stated in this market
measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its affiliates (Nasdaq with its affiliates are referred
to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy
or adequacy of descriptions and disclosures relating to, the securities. The Corporations make no representation or warranty,
express or implied to the owners of the securities or any member of the public regarding the advisability of investing in securities
generally or in the securities particularly, or the ability of the Nasdaq-100 Index® to track general stock market
performance. The Corporations’ only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is in
the licensing of the Nasdaq®, Nasdaq-100®, and Nasdaq-100 Index® registered trademarks
and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed
and calculated by Nasdaq without regard to Wells Fargo & Company, Wells Fargo Finance LLC or the securities. Nasdaq
has no obligation to take the needs of Wells Fargo & Company, Wells Fargo Finance LLC or the
owners of the securities
into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not
responsible for and have not participated in the determination of the timing of, prices at, or quantities of the securities to
be issued or in the determination or calculation of the equation by which the securities are to be converted into cash. The
Corporations have no liability in connection with the administration, marketing or trading of the securities.
THE
CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF THE NASDAQ-100 INDEX® OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY WELLS FARGO &
COMPANY, WELLS FARGO FINANCE LLC, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX®
OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX® OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.”
THE
NIKKEI STOCK AVERAGE INDEX
We
obtained all information contained in this market measure supplement regarding the Nikkei Stock Average Index, including, without
limitation, its make-up, method of calculation, and changes in its components, from publicly available information. That information
reflects the policies of, and is subject to change by, Nikkei Inc. (“Nikkei”), the index sponsor. Nikkei has
no obligation to continue to publish, and may discontinue publication of, the Nikkei Stock Average Index at any time. Neither
we nor the agent has independently verified the accuracy or completeness of any information with respect to the Nikkei Stock Average
Index in connection with the offer and sale of the securities.
In
addition, information about the Nikkei Stock Average Index may be obtained from other sources including, but not limited to, the
Nikkei Stock Average Index sponsor’s website. We are not incorporating by reference into this document the website or any
material it includes. Neither we nor the agent makes any representation that such publicly available information regarding the
Nikkei Stock Average Index is accurate or complete.
The
Nikkei Stock Average Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on
the securities will not produce the same return you would receive if you were able to purchase such underlying stocks and hold
them until maturity.
The
Nikkei Stock Average Index, also known as the Nikkei 225 Index, is a stock index that measures the composite price performance
of selected Japanese stocks. The Nikkei Stock Average Index is currently based on 225 underlying stocks (the “Nikkei
Underlying Stocks”) trading on the Tokyo Stock Exchange (the “TSE”) representing a broad cross-section
of Japanese industries. Non-ordinary shares, such as shares of exchange-traded funds, real estate investment trusts, preferred
stock or other preferred securities or tracking stocks, are excluded from the Nikkei Stock Average Index.
All
225 Nikkei Underlying Stocks are stocks listed in the First Section of the TSE. Stocks listed in the First Section of the TSE
are among the most actively traded stocks on the TSE. Nikkei rules require that the 75 most liquid issues (one-third of the component
count of the Nikkei Stock Average Index) be included in the Nikkei Stock Average Index. The Nikkei Stock Average Index was launched
on September 7, 1950 and first calculated by the TSE. Nikkei first calculated and published the Nikkei Stock Average Index in
1970.
Rules
of the Periodic Review
Nikkei
Underlying Stocks are reviewed annually (the “periodic review”) in accordance with the following rules, and
results of the review are applied on the first trading day in October. Results of the review become effective on the first trading
day of October, and there is no limit to the number of Nikkei Underlying Stocks that can be affected. Stocks selected by the procedures
outlined below are presented as candidates to a committee composed of academics and market professionals for comment; based on
comments from the committee, Nikkei determines and announces any changes to the Nikkei Underlying Stocks.
High
Liquidity Group
The
top 450 most liquid stocks are chosen from the TSE First Section. For purposes of this selection, liquidity is measured by (i)
trading volume in the preceding 5-year period and (ii) the magnitude of price fluctuation by volume in the preceding 5-year period.
These 450 stocks constitute the “High Liquidity Group” for the review. Those Nikkei Underlying Stocks that
are not in the High Liquidity Group are removed. Those stocks that are not currently Nikkei Underlying Stocks but that are in
the top 75 of the High Liquidity Group are added.
Sector
Balance
The
High Liquidity Group is then categorized into the following six sectors: Technology, Financials, Consumer Goods, Materials, Capital
Goods/Others and Transportation and Utilities. These six sector categories are further divided into 36 industrial classifications
as follows:
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Technology
— Pharmaceuticals, Electrical Machinery, Automobiles & Auto Parts, Precision
Instruments and Telecommunications;
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Financials
— Banks, Other Financial Services, Securities and Insurance;
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Consumer
Goods — Fishery, Food, Retail and Services;
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Materials
— Mining, Textiles & Apparel, Paper & Pulp, Chemicals, Petroleum, Rubber,
Ceramics, Steel, Nonferrous Metals and Trading Companies;
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Capital
Goods/Others — Construction, Machinery, Shipbuilding, Transportation Equipment,
Other Manufacturing and Real Estate; and
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Transportation/Utilities
— Railway & Transport, Marine Transport, Air Transport, Warehousing, Electric
Power and Gas.
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The
“appropriate number” of constituents for each sector is defined to be half the number of stocks in that sector.
After the liquidity-based adjustments, discussed above, a rebalancing is conducted if any of the sectors are over- or under-represented.
The degree of representation is evaluated by comparing the actual number of constituents in the sector against the appropriate
number for that sector.
For
over-represented sectors, current constituents in the sector are deleted in the order of liquidity (lowest liquidity first) to
correct the overage. For under-represented sectors, non-constituent stocks are added from the High Liquidity Group in the order
of liquidity (highest liquidity first) to correct the shortage.
Extraordinary
Replacement Rules
Nikkei
Underlying Stocks removed from the TSE First Section are removed from the Nikkei Stock Average Index. Reasons for removal from
the TSE First Section include, but are not limited to: (i) designation by the TSE as a “security to be delisted,”
(ii) delisting due to corporate restructuring such as merger, share exchange or share transfer and (iii) transfer to the TSE Second
Section. A Nikkei Underlying Stock designated as a “security under supervision” by the TSE will remain in the Nikkei
Stock Average Index at the time of designation. However, Nikkei may remove such Nikkei Underlying Stock if Nikkei deems its continued
inclusion highly inappropriate (for example, due to an extremely high probability of being delisted).
When
a Nikkei Underlying Stock is deleted from the Nikkei Stock Average Index as outlined in the preceding paragraph, a new Nikkei
Underlying Stock will be selected and added, in principle, from the same sector of the High Liquidity Group in order of liquidity.
Notwithstanding the foregoing, the following rules may apply depending on the timing and circumstances of the deletion: (i) when
such deletion is scheduled close to the periodic review, additional stocks may be selected as part of the periodic review process
and (ii) when multiple deletions are scheduled in a season other than the periodic review, additions may be selected using the
liquidity and sector balancing rules outlined above.
Procedures
to Implement Constituent Changes
As
a general rule, for both the periodic review and the extraordinary replacement rules, additions and deletions are made effective
on the same day in order to keep the number of Nikkei Underlying Stocks 225. However, under the circumstances outlined below,
when an addition cannot be made on the same day as a deletion, the Nikkei Stock Average Index may be calculated with fewer than
225 Nikkei Underlying Stocks. In this case, the divisor is adjusted to ensure continuity.
The
first instance when the Nikkei Stock Average Index may be calculated with fewer than 225 Nikkei Underlying Stocks is when a Nikkei
Underlying Stock is delisted by reason of share exchange or transfer and the
succeeding company becomes listed a short period of time later. The second instance is when
a Nikkei Underlying Stock is deleted due to a sudden announcement of bankruptcy or is designated as a “security to be delisted.”
The addition will be made after a short period of notice. The exact schedule is announced on a case by case basis.
Calculation
of the Nikkei Stock Average Index
The
Nikkei Stock Average Index is a modified, price-weighted index (i.e., a Nikkei
Underlying Stock’s weight in the index is based on its price per share rather than the total market capitalization of the
issuer) that is calculated by (i) multiplying the per share price of each Nikkei Underlying Stock by the corresponding weighting
factor for such Nikkei Underlying Stock (a “Weight Factor”), (ii) calculating the sum of all these products
and (iii) dividing such sum by a divisor (the “Divisor”). The Divisor is subject to periodic adjustments as
set forth below. Each Weight Factor is computed by dividing ¥50 by the par value of the relevant Nikkei Underlying Stock,
so that the share price of each Nikkei Underlying Stock when multiplied by its Weight Factor corresponds to a share price based
on a uniform par value of ¥50. The stock prices used in the calculation of the Nikkei
Stock Average Index are those reported by a primary market for the Nikkei Underlying Stocks (currently the TSE). The level
of the Nikkei Stock Average Index is calculated every 5 seconds.
In
order to maintain continuity in the Nikkei Stock Average Index in the event of certain
changes due to non-market factors affecting the Nikkei Underlying Stocks, such as the addition or deletion of stocks, substitution
of stocks, stock splits or distributions of assets to stockholders, the Divisor used in calculating the Nikkei
Stock Average Index is adjusted in a manner designed to prevent any instantaneous change or discontinuity in the level
of the Nikkei Stock Average Index. Thereafter, the Divisor remains at the new value
until a further adjustment is necessary as the result of another change. As a result of such change affecting any Nikkei Underlying
Stock, the Divisor is adjusted in such a way that the sum of all share prices immediately after such change multiplied by the
applicable Weight Factor and divided by the new Divisor (i.e., the level of the Nikkei
Stock Average Index immediately after such change) will equal the level of the Nikkei
Stock Average Index immediately prior to the change.
License
Agreement
We
expect that Wells Fargo & Company, our parent company, and Nikkei will enter into a non-transferable, non-exclusive license
agreement providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including
us), in exchange for a fee, of the right to use the Nikkei Stock Average Index in
connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and Nikkei provides that the following language must be stated in this market
measure supplement:
“The
securities are not in any way sponsored, endorsed or promoted by Nikkei. Nikkei does not make any warranty or representation whatsoever,
express or implied, either as to the results to be obtained as to the use of the Nikkei
Stock Average Index or the figure as which the Nikkei Stock Average Index
stands at any particular day or otherwise. The Nikkei Stock Average Index is compiled
and calculated solely by Nikkei. However, Nikkei shall not be liable to any person for any error in the Nikkei
Stock Average Index and Nikkei shall not be under any obligation to advise any person, including a purchase or vendor of
the securities, of any error therein.
In
addition, Nikkei gives no assurance regarding any modification or change in any methodology used in calculating the Nikkei
Stock Average Index and is under no obligation to continue the calculation, publication and dissemination of the Nikkei
Stock Average Index.”
THE
NYSE® ARCA GOLD MINERS INDEX®
We
obtained all information contained in this market measure supplement regarding the NYSE® Arca Gold Miners Index®
(the “Gold Miners Index”), including, without limitation, its make-up, method of calculation, and changes
in its components, from publicly available information. That information reflects the policies of, and is subject to change by,
ICE Data Indices, LLC (“IDI”), the index sponsor. IDI has no obligation to continue to publish, and may discontinue
publication of, the Gold Miners Index at any time. Neither we nor the agent has independently verified the accuracy or completeness
of any information with respect to the Gold Miners Index in connection with the offer and sale of the securities.
In
addition, information about the Gold Miners Index may be obtained from other sources including, but not limited to, the Gold Miners
Index sponsor’s website. We are not incorporating by reference into this document the website or any material it includes.
Neither we nor the agent makes any representation that such publicly available information regarding the Gold Miners Index is
accurate or complete.
The
Gold Miners Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition
of the Gold Miners Index
Index
Universe
The
Gold Miners Index includes common stocks, American depositary receipts (“ADRs”) and global depositary receipts
(“GDRs”) of selected companies that are involved in mining for gold and silver and that are listed for trading
and electronically quoted on a major stock market that is accessible by foreign investors. IDI has chosen not to specify the exact
exchanges whose securities are eligible for inclusion in the Gold Miners Index, but generally the exchanges in most developed
markets and major emerging markets are regarded as appropriate. IDI will use its discretion to avoid those exchanges and markets
that are considered “frontier” in nature or alternatively, have major restrictions to foreign ownership.
The
universe of companies eligible for inclusion in the Gold Miners Index will specifically include those companies that derive at
least 50% of their revenues from gold mining and related activities. Companies already in the Gold Miners Index will be removed
from the Gold Miners Index in the following quarterly review only if their gold mining revenues fall below the 40% level. In addition,
the Gold Miners Index companies with a significant revenue exposure to silver mining in addition to gold mining are eligible for
including in the Gold Miners Index. These are companies that either (1) have a revenue exposure to silver mining greater than
50% or (2) have a greater revenue exposure to silver mining than gold mining and have a combined gold/silver mining revenue exposure
of greater than 50%. IDI will ensure, solely through the company selections in the index rebalances, that the percentage of the
index weight that will consist of these “silver-tilted” companies will not exceed 20%.
Further,
both streaming companies and royalty companies are eligible for inclusion in the Gold Miners Index. Companies that have not yet
commenced production are also eligible for inclusion in the Gold Miners Index, provided that they have tangible revenues that
are related to the mining of either gold or silver ore. There are no restrictions imposed on the index universe in how much a
particular company has hedged in gold or silver production via futures, options or forward contracts.
Selection
of Constituents
The
index constituents are selected among the companies that are included in the index universe and that meet the following criteria:
(i) a market capitalization greater than $750 million; (ii) an average daily trading volume of at least 50,000 shares over the
past three months; and (iii) an average daily value traded of at least $1 million over the past three months.
Calculation
of the Gold Miners Index
The
Gold Miners Index is calculated on a price return basis using a modified market capitalization divided by the divisor. The divisor
was set on December 19, 2002 to obtain a base level of 500.00 at the base market capitalization. As described below, the divisor
is continually adjusted as a result of corporate actions and
composition changes to maintain continuity in the Gold Miners Index.
More specifically, the Gold Miners Index is calculated using the following formula:
where:
t
= index calculation date
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Pi,t
= price of index constituent i on index calculation date t
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Dt
= index divisor on index calculation date t
|
Qi,t
= number of shares of index constituent i on index calculation date t
|
The
Gold Miners Index is only calculated on days on which the U.S. equity markets (NYSE, NASDAQ and NYSE American) are open for a
full or partial day of trading (an “index business day”).
Maintenance
of the Gold Miners Index
Quarterly
Index Rebalances
The
Gold Miners Index is reviewed quarterly so that the selection and weightings of the constituents continues to reflect as closely
as possible the Gold Miners Index’s objective of measuring the performance of highly capitalized companies in the gold mining
industry. IDI may at any time and from time to time change the number of securities comprising the Gold Miners Index by adding
or deleting one or more securities, or replacing one or more securities contained in the Gold Miners Index with one or more substitute
securities of its choice, if, in IDI’s discretion, such addition, deletion or substitution is necessary or appropriate to
maintain the quality and/or character of the Gold Miners Index. A company will be removed from the Gold Miners Index during the
quarterly review if (i) its market capitalization is less than $450 million; or (ii) its average daily trading volume for the
past three months is lower than 30,000 shares and its average daily value traded for the past three months is lower than
$600,000.
Changes
to the Gold Miners Index compositions and/or the component share weights in the Gold Miners Index typically take effect at the
open of the first trading after the third Friday of March, June, September and December, in connection with the quarterly index
rebalance. The rebalance announcement will be made after the close six trading days before the effective date of the rebalance.
The reference date for all company-specific data and information utilized in the rebalancing process will be taken from the same
day, typically the second Friday of March, June, September and December.
Weightings
at Quarterly Index Rebalances
The
Gold Miners Index is weighted based on the market capitalization of each of the component securities, modified to conform to the
following asset diversification requirements, which are applied in conjunction with the scheduled quarterly adjustments to the
Gold Miners Index:
|
(1)
|
the
weight of any single component security may not account for more than 20% of the total
value of the Gold Miners Index;
|
|
(2)
|
the
component securities are split into two subgroups — (1) large and (2) small, which
are ranked by their unadjusted market capitalization weight in the Gold Miners Index.
Large stocks are defined as having an index weight greater than or equal to 5%. Small
securities are defined as having an index weight below 5%; and
|
|
(3)
|
the
final aggregate weight of those component securities which individually represent more
than 4.5% of the total value of the Gold Miners Index may not account for more than 45%
of the total index value.
|
Adjustments
are made to the weightings as follows:
|
•
|
Diversification
Rule 1: If any component stock exceeds 20% of the total value of the Gold Miners Index, then all stocks greater than 20% of
the Gold Miners Index are reduced to represent 20% of the value of the Gold Miners Index. The aggregate amount by which all component
stocks are reduced is redistributed proportionately across the remaining stocks that represent less than 20% of the index value.
After this redistribution, if any other stock then exceeds 20%, the stock is set to 20% of the index value and the
|
redistribution
is repeated. If there is no component stock over 20% of the total value of the Gold Miners Index to start, then Diversification
Rule 1 is not executed.
|
•
|
Diversification
Rule 2: The components are sorted into two groups, (1) large components, with a starting index weight of 5% or greater, and
(2) small components, with a weight of under 5% (after any adjustments for Diversification Rule 1). If there are no components
that are classified as large components after Diversification Rule 1 is run, then Diversification Rule 2 is not executed. In addition,
if the starting aggregate weight of the large components after Diversification Rule 1 is run is not greater than 45% of the starting
index weight, then Diversification Rule 2 is not executed.
|
If
Diversification Rule 2 is executed, then the large group and the small group will represent 45% and 55%, respectively, of the
final index weight. This will be adjusted for through the following process:
|
○
|
The
weight of each of the large stocks will be scaled down proportionately (with a floor of 5%) so that the aggregate weight of the
large components will be reduced to represent 45% of the Gold Miners Index. If any large component stock falls below a weight
equal to the product of 5% and the proportion by which the stocks were scaled down following this distribution, then the weight
of the stock is set equal to 5% and the components with weights greater than 5% will be reduced proportionately.
|
|
○
|
The
weight of each of the small components will be scaled up proportionately from the redistribution of the large components. If any
small component stock exceeds a weight equal to the product of 4.5% and the proportion by which the large stocks were scaled down
following this distribution, then the weight of the stock is set equal to 4.5%. The redistribution of weight to the remaining
stocks is repeated until the entire amount has been redistributed.
|
Corporate
Action-Related Adjustments
The
Gold Miners Index may be adjusted in order to maintain the continuity of the index level and the composition. The underlying aim
is that the index continues to reflect as closely as possible the value of the underlying portfolio. Adjustments take place in
reaction to events that occur with constituents, in order to mitigate or eliminate the effect of that event on the Gold Miners
Index.
The
index divisor Dt will be adjusted for corporate actions and any additions, deletions and share changes, as described
in more detail below. The index divisor is calculated as follows:
where:
Dt
= index divisor on index calculation date t
|
Indext-1
= price return index level from date t-1 t
|
APCi,t
= adjusted previous close price (for corporate actions) of index constituent i on index calculation date
t
|
Qi,t
= number of shares of index constituent i on index calculation date t
|
Adjustments
take place in reaction to events that occur with constituents in order to mitigate or eliminate the effect of that event on the
performance of the Gold Miners Index as follow:
|
(1)
|
Removal
of constituents. Any stock deleted from the Gold Miners Index as a result of a corporate
action such as a merger, acquisition, spin-off, delisting or bankruptcy is typically
not replaced with a new constituent. The total number of stocks in the Gold Miners Index
is reduced by one every time a company is deleted. In certain circumstances, IDI may
decide to add another constituent into the Gold Miners Index as a result of the pending
removal of a current constituent. If a company is removed from the Gold Miners Index,
the divisor will be adapted to maintain the index level.
|
|
a.
|
Mergers
and acquisitions. In the event that a merger or acquisition occurs between members of
the Gold Miners Index, the acquired company is deleted and its market capitalization
moves to the acquiring company’s stock. In the event that only one of the parties
to a merger or acquisition is a member of the Gold Miners Index, an acquiring member
of the Gold Miners Index continues as a member of the Gold Miners Index and its shares
will be adjusted at the next rebalance while an
|
acquired member of the Gold Miners Index
is removed from the Gold Miners Index and its market capitalization redistributed proportionately
across the remaining constituents via a divisor adjustment, and the acquiring company
may be considered for inclusion at the next rebalance.
|
b.
|
Suspensions
and company distress. Immediately upon a company’s filing for bankruptcy, an announcement
will be made to remove the constituent from the Gold Miners Index effective for the next
trading day. If the constituent is trading on an over-the-counter market, the last trade
or price on that market is utilized as the deletion price on that day. If the stock does
not trade on the relevant exchange between the bankruptcy announcement and the current
index business day, the stock may be deleted from the Gold Miners Index with a presumed
market value of $0.
|
|
c.
|
Split-up
/ spin-off. The closing price of the index constituent is adjusted by the value of the
spin-off and the shares of the index constituent will not be adjusted.
|
|
(2)
|
Dividends.
The Gold Miners Index will be adjusted for dividends that are special. To determine whether
a dividend should be considered a special dividend, the compiler will use the following
criteria: (a) the declaration of a dividend additional to those dividends declared as
part of a company’s normal results and dividend reporting cycle; or (b) the identification
of an element of a dividend paid in line with a company’s normal results and dividend
reporting cycle as an element that is unambiguously additional to the company’s
normal payment.
|
|
(3)
|
Rights
issues and other rights. In the event of a rights issue, the price is adjusted for
the value of the right before the open on the ex-date, and the shares are increased to
maintain the constituent’s existing weighting within the Gold Miners Index. The
adjustment assumes that the rights issue is fully subscribed. The amount of the price
adjustment is determined from the terms of the rights issue, including the subscription
price, and the price of the underlying security. IDI shall only enact adjustments if
the rights represent a positive value, or are in-the-money, or, alternatively, represent
or can be converted into a tangible cash value.
|
|
(4)
|
Bonus
issues, stock splits and reverse stock splits. For bonus issues, stock splits and
reverse stock splits, the number of shares included in the Gold Miners Index will be
adjusted in accordance with the ratio given in the corporate action. Since the event
won’t change the value of the company included in the Gold Miners Index, the divisor
will not be changed because of this.
|
|
(5)
|
Changes
in number of shares. Changes in the number of shares outstanding, typically due to
share repurchases, tenders or offerings, will not be reflected in the Gold Miners Index.
|
Other
Adjustments
In
cases not expressly covered by the rules governing the Gold Miners Index, operational adjustments will take place along the lines
of the aim of the Gold Miners Index. Operational adjustments may also take place if, in IDI’s opinion, it is desirable to
do so to maintain a fair and orderly market in derivatives on the Gold Miners Index and/or is in the best interests of the investors
in products based on the Gold Miners Index and/or the proper functioning of the markets. Any such modifications or exercise of
expert judgment will also be governed by any applicable policies, procedures and guidelines in place by IDI at such time.
Governance
of the Gold Miners Index
IDI
is responsible for the day-to-day management of the Gold Miners Index, including retaining primary responsibility for all aspects
of the index determination process, including implementing appropriate governance and oversight, as required under the International
Organization of Securities Commission’s Principles for Financial Benchmarks (the “IOSCO Principles”).
The governance committee is responsible for helping to ensure IDI’s overall compliance with the IOSCO Principles by performing
the oversight function, which includes overseeing the index development, design, issuance and operation of the Gold Miners Index
as well as reviewing the control framework. IDI is also responsible for decisions regarding the interpretation of the rules governing
the Gold Miners Index, and the governance committee is responsible for reviewing all modifications to such rules and any changes
to the constituents of the Gold Miners Index to ensure that they are made objectively, without bias and in accordance with applicable
law and regulation and IDI’s policies and procedures.
THE
RUSSELL INDICES
We
obtained all information contained in this market measure supplement regarding the Russell 1000® Index, the Russell
2000® Index, the Russell 3000® Index and the Russell Midcap® Index (each a “Russell
Index” and collectively, the “Russell Indices”), including, without limitation, their make-up, method
of calculation, and changes in their components, from publicly available information. That information reflects the policies of,
and is subject to change by, FTSE Russell, the index sponsor. FTSE Russell is a wholly owned subsidiary of the London Stock Exchange
Group plc. FTSE Russell has no obligation to continue to publish, and may discontinue publication of, the Russell Indices at any
time. Neither we nor the agent has independently verified the accuracy or completeness of any information with respect to the
Russell Indices in connection with the offer and sale of securities.
In
addition, information about the Russell Indices may be obtained from other sources including, but not limited to, the Russell
Indices sponsor’s website (including information regarding the Russell Indices’ sector weightings). We are not incorporating
by reference into this document the website or any material it includes. Neither we nor the agent makes any representation that
such publicly available information regarding the Russell Indices is accurate or complete.
The
Russell Indices do not reflect the payment of dividends on the stocks underlying them and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase the applicable underlying stocks and hold them
until maturity.
The
Russell 1000® Index
The
Russell 1000® Index measures the capitalization-weighted price performance of 1,000 U.S. large- and mid-cap stocks
listed on eligible U.S. exchanges and is designed to track the performance of the large- and mid-capitalization segments of the
U.S. equity market. The companies included in the Russell 1000® Index are the 1,000 largest companies that form
the Russell 3000ETM Index, which is composed of the 4,000 largest U.S. companies as determined by total market capitalization
and represents approximately 99% of the U.S. equity market. The Russell 1000® Index represents approximately 92%
of the U.S. equity market.
The
Russell 2000® Index
The
Russell 2000® Index measures the capitalization-weighted price performance of 2,000 U.S. small-cap stocks listed
on eligible U.S. exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market.
The companies included in the Russell 2000® Index are the middle 2,000 of the companies that form the Russell 3000ETM
Index, which is composed of the 4,000 largest U.S. companies as determined by total market capitalization and represents
approximately 99% of the U.S. equity market.
The
Russell 3000® Index
The
Russell 3000® Index measures the capitalization-weighted price performance of the largest 3,000 U.S. stocks listed
on eligible U.S. exchanges and is designed to represent the broad U.S. equity market. The companies included in the Russell 3000®
Index are the 3,000 largest U.S. companies that form the Russell 3000ETM Index, which is composed of the 4,000
largest U.S. companies as determined by total market capitalization and represents approximately 99% of the U.S. equity market.
The Russell 3000® Index consists of the 3,000 companies included in the Russell 1000® Index and
the Russell 2000® Index, which are subsets of the Russell 3000ETM Index, and represents approximately
98% of the U.S. equity market. The Russell 3000ETM Index is not the same as the Russell 3000® Index,
which is a subset of the Russell 3000ETM Index.
The
Russell Midcap® Index
The
Russell Midcap® Index measures the capitalization-weighted price performance of 800 U.S. mid-cap stocks listed
on eligible U.S. exchanges and is designed to track the performance of the mid-capitalization segment of the U.S. equity market.
The companies included in the Russell Midcap® Index are the 800 smallest U.S. companies that form the Russell 1000®
Index, which is composed of the 1,000 largest U.S. companies that form the Russell 3000ETM Index. The Russell
3000ETM Index consists of the 4,000 largest U.S. companies as determined by total market capitalization and represents
approximately 99% of the U.S. equity market.
Selection
of Stocks Underlying the Russell Indices
The
Russell Indices are sub-indices of the Russell 3000E™ Index. To be eligible for inclusion in the Russell 3000E™ Index
and, consequently, a Russell Index, a company must meet the following criteria as of the rank day in May (except that initial
public offerings (“IPOs”) are considered for inclusion on a quarterly basis):
|
•
|
U.S.
Equity Market. The company must be determined to be part of the U.S. equity market,
meaning that its home country is the United States. If a company incorporates in, has
a stated headquarters location in, and also trades in the same country (ADRs and ADSs
are not eligible), the company is assigned to its country of incorporation.
|
If
any of the three criteria do not match, FTSE Russell then defines three Home Country Indicators (“HCIs”): country
of incorporation, country of headquarters and country of the most liquid exchange as defined by two-year average daily dollar
trading volume from all exchanges within a country. After the HCIs are defined, the next step in the country assignment involves
an analysis of assets by location. FTSE Russell cross-compares the primary location of the company’s assets with the three
HCIs. If the primary location of assets matches any of the HCIs, then the company is assigned to its primary asset location.
If
there is not enough information to determine a company’s primary location of assets, FTSE Russell uses the primary location
of the company’s revenue for the same cross-comparison and assigns the company to the appropriate country in a similar fashion.
FTSE Russell uses an average of two years of assets or revenue data for analysis to reduce potential turnover.
If
conclusive country details cannot be derived from assets or revenue, FTSE Russell assigns the company to the country in which
its headquarters are located unless the country is a Benefit Driven Incorporation (“BDI”) country. If the country
in which its headquarters are located is a BDI country, the company is assigned to the country of its most liquid stock exchange.
The BDI countries are Anguilla, Antigua and Barbuda, Aruba, Bahamas, Barbados, Belize, Bermuda, Bonaire, British Virgin Islands,
Cayman Islands, Channel Islands, Cook Islands, Curacao, Faroe Islands, Gibraltar, Guernsey, Isle of Man, Jersey, Liberia, Marshall
Islands, Panama, Saba, Sint Eustatius, Sint Maarten and Turks and Caicos Islands.
If
a company is designated as a Chinese “N Share,” it will not be considered for inclusion within the Russell Indices.
An “N Share” company is controlled by Mainland Chinese entities, companies or individuals. It must be incorporated
outside of China and traded on the NYSE, the NASDAQ or the NYSE American with a majority of its revenue or assets derived from
China.
|
•
|
U.S.
Eligible Exchange. The following exchanges and markets are deemed to be eligible
U.S. exchanges: CBOE, IEX, NYSE, NYSE American, NASDAQ and NYSE Arca. Stocks that are
not traded on an eligible U.S. exchange (Bulletin Board, Pink Sheet and over-the-counter
securities, including securities for which prices are displayed on the FINRA Alternative
Display Facility) are not eligible for inclusion.
|
|
•
|
Minimum
Closing Price. A stock must have a close price at or above $1.00 (on its primary
exchange), subject to exceptions to reduce turnover.
|
|
•
|
Minimum
Total Market Capitalization. Companies with a total market capitalization less than
$30 million are not eligible for inclusion.
|
|
•
|
Minimum
Free Float. Companies with less than 5% of their shares available in the marketplace
are not eligible for inclusion.
|
|
•
|
Company
Structure. Companies structured in the following ways are not eligible for inclusion:
royalty trusts, U.S. limited liability companies, closed-end investment companies, business
development companies (and other companies that are required to report Acquired Fund
Fees and Expenses, as defined by the SEC), blank-check companies, special-purpose acquisition
companies (SPACs), limited partnerships, exchange-traded funds and mutual funds.
|
|
•
|
UBTI.
Real estate investment trusts and publicly traded partnerships that generate or have
historically generated unrelated business taxable income (“UBTI”)
and have not taken steps to block UBTI to equity holders are not eligible for inclusion.
Information used to confirm UBTI impact includes the following
|
publicly available sources:
10-K, SEC Form S-3, K-1, company annual report, dividend notices or company website.
|
•
|
Security
Types. The following types of securities are not eligible for inclusion: preferred
and convertible preferred stock, redeemable shares, participating preferred stock, warrants,
rights, depositary receipts, installment receipts and trust receipts.
|
|
•
|
Minimum
Voting Rights. Companies assigned a developed market nationality are required to
have more than 5% of the company’s voting rights (aggregated across all of its
equity securities, including, where identifiable, those that are not listed or trading)
in the hands of unrestricted shareholders. Shares referenced as “non-voting”
or that provide legally minimum rights only will be viewed as having no voting power
as it relates to the minimum voting rights review. Existing constituents who do not currently
meet this requirement have a 5-year grandfathering period to comply. If subsequently
they continue to fail the minimum voting rights requirement they will be removed from
each applicable Russell Index in September 2022.
|
|
•
|
Multiple
Share Classes. If an eligible company trades under multiple share classes, each share
class is reviewed independently for eligibility for inclusion. Share classes in addition
to the primary share class must meet the following minimum size, liquidity and float
requirements to be eligible: (i) total market cap must be larger than $30 million; (ii)
average daily dollar trading value must exceed that of the global median; and (iii) more
than 5% of shares must be available in the marketplace.
|
Securities
of eligible companies are included in Russell Indices based on total market capitalization. Total market capitalization is determined
by multiplying total outstanding shares by the market price (generally, the last price traded on the primary exchange of the share
class with the highest two-year trading volume, subject to exceptions) as of the rank day in May (except that IPOs are considered
for inclusion on a quarterly basis). Common stock, non-restricted exchangeable shares and partnership units/membership interests
(but not operating partnership units of umbrella partnership real estate investment trusts) are used to calculate a company’s
total market capitalization. If multiple share classes of common stock exist, they are combined to determine total shares outstanding;
however, in cases where the common stock share classes act independently of each other (e.g., tracking stocks), each class
is considered for inclusion separately. For merger and spin-off transactions that are effective between rank day in May and the
Friday prior to annual reconstitution in June, the market capitalizations of the impacted securities are recalculated and membership
is reevaluated as of the effective date of the corporate action.
The
4,000 securities with the greater total market capitalization become members of the Russell 3000E™ Index. All remaining
Russell Indices are a subset of the Russell 3000E™ Index. Market capitalization breakpoints for the Russell Indices are
determined by the breaks between the rankings of companies (based on descending total market capitalization). Market capitalization
breakpoints for the Russell 3000® Index are determined by the break between the companies ranked #1 through #3,000.
Market capitalization breakpoints for the Russell 1000® Index are determined by the break between the companies
ranked #1 through #1,000. Market capitalization breakpoints for the Russell 2000® Index are determined by the break
between the companies ranked #1,001 through #3,000. Market capitalization breakpoints for the Russell Midcap® Index
are determined by the break between the companies ranked #201 through #1,000. New members are assigned on the basis of the breakpoints,
and existing members are reviewed to determine if they fall within a cumulative 5% market cap range around these new market capitalization
breakpoints. If an existing member’s market cap falls within this cumulative 5% of the market capitalization breakpoint,
it will remain in its current index rather than be moved to a different Russell Index.
After
membership is determined, a security’s shares are adjusted to include only those shares available to the public (“free
float”). The purpose of this adjustment is to exclude from market calculations the capitalization that is not available
for purchase and is not part of the investable opportunity set. Stocks in the Russell Indices are weighted by their available
(also called float-adjusted) market capitalization. The following types of shares are removed from total market capitalization
to arrive at free float or available market capitalization, based on information recorded in SEC corporate filings: officers’
and directors’ holdings, private holdings exceeding 10% of shares outstanding, institutional holdings exceeding 30% of shares
outstanding, shares held by publicly listed companies, shares held by an Employee Stock Ownership Plan or a Leveraged Employee
Stock Ownership Plan; shares locked up during an IPO; direct government holdings; and indirect government holdings exceeding 10%
of shares outstanding.
Reconstitution
occurs on the last Friday in June. However, at times this date is too proximal to exchange closures and abbreviated exchange trading
schedules when market liquidity is exceptionally low. In order to ensure proper liquidity in the markets, when the last Friday
in June falls on the 29th or 30th, reconstitution will occur on the preceding Friday. A full calendar for reconstitution is made
available each spring.
Corporate
Actions and Events Affecting the Russell Indices
FTSE
Russell applies corporate actions to the Russell Indices on a daily basis. FTSE Russell applies the following methodology guidelines,
among others, when adjusting the applicable Russell Index in response to corporate actions:
|
•
|
“No
Replacement” Rule. Securities that leave the relevant Russell Index for any
reason (e.g., mergers, acquisitions or other similar corporate activity) are not
replaced. Thus, the number of securities in the relevant Russell Index over a year will
fluctuate according to corporate activity.
|
|
•
|
Statement
of Principles and Adjustments for Specific Corporate Events. FTSE Russell has stated
as general principles that the treatment of corporate events (a) should reflect how such
events are likely to be dealt with in investment portfolios to maintain the portfolio
structure in line with the target set out in the index objective and index methodology
and (b) should normally be designed to minimize the trading activity required by investors
to match the index performance. No assurance can be provided that corporate actions and
events will be treated by FTSE Russell in a manner consistent with its statement of general
principles.
|
In
addition, FTSE Russell has established guidance for the treatment of corporate actions and events, including , but not limited
to, dividends, capital repayments, companies converting to a REIT structure, share buybacks, rights issues, mergers, acquisitions,
tender offers, split-offs, spin-offs, bankruptcies, insolvencies, liquidations and trading suspensions. However, because of the
complexities involved in some cases, those guidelines are not definitive rules that will determine FTSE Russell’s actions
in all circumstances. FTSE Russell reserves the right to determine the most appropriate method of implementation for any corporate
event which is not covered by those guidelines or which is of a complex nature.
|
•
|
Changes
to Shares Outstanding and Free Float. Each Russell Index will be reviewed quarterly
for updates to shares outstanding and to free floats used within the calculation of each
Russell Index. In March, September and December, shares outstanding and free float will
be updated to reflect changes greater than 1% for cumulative shares in issue changes
and changes greater than 3% (or 1%, for constituents with a free float of 15% or below)
for cumulative free float changes. In June the shares and free float updates will be
implemented regardless of size. Shares and free float updates can be triggered in some
cases by certain events, such as some primary or secondary offerings.
|
License
Agreement
Wells
Fargo & Company, our parent company, and FTSE Russell have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the Russell Indices in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and FTSE Russell provides that the following language must be stated in this
market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by FTSE Russell. FTSE Russell makes no representation or warranty, express
or implied, to the owners of the securities or any member of the public regarding the advisability of investing in securities
generally or in the securities particularly or the ability of the Russell Indices to track general stock market performance or
a segment of the same. FTSE Russell’s publication of the Russell Indices in no way suggests or implies an opinion by FTSE
Russell as to the advisability of investment in any or all of the securities upon which the Russell Indices are based. FTSE Russell’s
only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing of certain trademarks and trade names
of FTSE Russell and of the Russell Indices which is determined, composed and calculated by FTSE Russell without regard to Wells
Fargo & Company, Wells Fargo Finance LLC or the securities. FTSE Russell is not responsible for and has not reviewed the securities
nor any associated literature or publications and FTSE Russell makes no representation or warranty express or implied as to their
accuracy or completeness, or otherwise. FTSE Russell reserves the right, at any time and without notice, to alter, amend, terminate
or in any way change the Russell Indices. FTSE Russell has no obligation or liability in connection with the administration, marketing
or trading of the securities.
FTSE
RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN AND FTSE RUSSELL
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FTSE RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY US, INVESTORS, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL
INDICES OR ANY DATA INCLUDED THEREIN. FTSE RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FTSE RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT,
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.”
THE
S&P INDICES
We
obtained all information contained in this market measure supplement regarding the S&P 500® Index, the S&P
MidCap 400® Index and the S&P SmallCap 600® Index (each, an “S&P Index”
and collectively, the “S&P Indices”) including, without limitation, their make-up, method of calculation
and changes in their components, from publicly available information. That information reflects the policies of, and is subject
to change by, S&P Dow Jones Indices LLC (“S&P Dow Jones”), the index sponsor. S&P Dow Jones has
no obligation to continue to publish, and may discontinue publication of, any S&P Index at any time. Neither we nor the agent
has independently verified the accuracy or completeness of any information with respect to the S&P Indices in connection with
the offer and sale of securities.
In
addition, information about the S&P Indices may be obtained from other sources including, but not limited to, the S&P
Indices sponsor’s website (including information regarding the S&P Indices’ sector weightings). We are not incorporating
by reference into this document the website or any material it includes. Neither we nor the agent makes any representation that
such publicly available information regarding the S&P Indices is accurate or complete.
The
S&P Indices do not reflect the payment of dividends on the stocks underlying them and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase the applicable underlying stocks and hold them
until maturity.
The
S&P 500® Index
The
S&P 500® Index is published by S&P Dow Jones and is intended to provide an indication of the pattern of
common stock price movement in the large capitalization segment of the United States equity market. The S&P 500®
Index covers approximately 80% of the United States equity market. As of the date of this market measure supplement, to
be added to the S&P 500® Index, a company must have a market capitalization of $8.2 billion or more. As
of the date of this market measure supplement, Wells Fargo & Company, our parent company, is one of the companies included
in the S&P 500® Index.
The
S&P MidCap 400® Index
The
S&P MidCap 400® Index is published by S&P Dow Jones and is comprised of 400 companies selected to provide
a performance benchmark for the mid-sized market capitalization segment of the United States equity markets. As of the date of
this market measure supplement, to be added to the S&P MidCap 400® Index, a company must have a market capitalization
within the range of $2.4 billion to $8.2 billion.
The
S&P SmallCap 600® Index
The
S&P SmallCap 600® Index is published by S&P Dow Jones and is comprised of 600 companies selected to provide
a performance benchmark for the small market capitalization segment in the United States equity markets. As of the date of this
market measure supplement, to be added to the S&P SmallCap 600® Index, a company must have a market capitalization
within the range of $600 million to $2.4 billion.
Composition
of the S&P Indices
Changes
to the S&P Indices are made on an as needed basis, with no annual or semi-annual reconstitution. Constituent changes are typically
announced with at least three business days’ advance notice. Less than three business days’ notice may be given at
the discretion of the S&P Dow Jones’ U.S. index committee.
Eligibility
Criteria
For
each S&P Index, additions to such S&P Index are evaluated based on the following eligibility criteria. These criteria
are for additions to an S&P Index, not for continued membership. A stock may be removed from an S&P Index if it violates
the eligibility criteria and if ongoing conditions warrant its removal as described below under “Maintenance of the S&P
Indices—Deletion from an S&P Index.”
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Domicile.
The company should be a U.S. company, meaning a company that has the following characteristics:
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the
company should file 10-K annual reports;
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the
U.S. portion of fixed assets and revenues should constitute a plurality of the total,
but need not exceed 50%. When these factors are in conflict, fixed assets determine plurality.
Revenue determines plurality when there is incomplete asset information. Geographic information
for revenue and fixed asset allocations are determined by the company as reported in
its annual filings. If this criteria is not met or is ambiguous, S&P Dow Jones may
still deem the company to be a U.S. company for purposes of inclusion in an S&P Index
if its primary listing, headquarters and incorporation are all in the United States and/or
“a domicile of convenience” (Bermuda, Channel Islands, Gibraltar, islands
in the Caribbean, Isle of Man, Luxembourg, Liberia or Panama); and
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the
primary listing must be on an eligible U.S. exchange as described under “Eligible
Securities” below.
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In
situations where the only factor suggesting that a company is not a U.S. company is its tax registration in a “domicile
of convenience” or another location chosen for tax-related reasons, S&P Dow Jones normally determines that the company
is still a U.S. company. The final determination of domicile eligibility is made by the S&P Dow Jones’ U.S. index committee.
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Eligible
Securities. Eligible securities are the common stock of U.S. companies with a primary
listing on NYSE, NYSE Arca, NYSE American, Nasdaq Global Select Market, Nasdaq Select
Market, Nasdaq Capital Market, Cboe BZX, Cboe BYX, Cboe EDGA, or Cboe EDGX exchanges.
Ineligible exchanges include the OTC Bulletin Board and Pink Sheets. Eligible organizational
structures and share types are corporations (including equity and mortgage real estate
investment trusts) and common stock (i.e., shares). Ineligible organizational
structures and share types include business development companies, limited partnerships,
master limited partnerships, limited liability companies, closed-end funds, exchange-traded
funds, exchange-traded notes, royalty trusts, special purpose acquisition companies,
tracking stocks, preferred and convertible preferred stock, unit trusts, equity warrants,
convertible bonds, investment trusts, rights and American depositary receipts. In addition,
the securities of companies with multiple share class structures (including companies
with listed and unlisted share classes) are no longer eligible to be added to an S&P
Index, but securities already included in an S&P Index have been grandfathered and
are not affected by this change.
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Market
Capitalization. The unadjusted company market capitalization should be within the
specified range applicable to the S&P Index, as noted above. This range is reviewed
from time to time to assure consistency with market conditions. A company meeting the
unadjusted company market capitalization criteria is also required to have a security
level float-adjusted market capitalization that is at least 50% of the applicable S&P
Index’s unadjusted company level minimum market capitalization threshold. For spin-offs,
membership eligibility is determined using when-issued prices, if available.
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Liquidity.
Using composite pricing and volume, the ratio of annual dollar value traded (defined
as average closing price over the period multiplied by historical volume) to float-adjusted
market capitalization should be at least 1.00, and the stock should trade a minimum of
250,000 shares in each of the six months leading up to the evaluation date.
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Public
Float. There should be a public float of at least 50% of the company’s stock.
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Financial
Viability. The sum of the most recent four consecutive quarters’ Generally
Accepted Accounting Principles (“GAAP”) earnings (net income excluding
discontinued operations) should be positive as should the most recent quarter. For equity
real estate investment trusts, financial viability is based on GAAP earnings and/or funds
from operations, if reported.
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Treatment
of IPOs. Initial public offerings should be traded on an eligible exchange for at
least 12 months before being considered for addition to an S&P Index. Spin-offs or
in-specie distributions from existing constituents do not need to be seasoned for 12
months prior to their inclusion in an S&P Index.
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Sector
Classification. Sector balance, as measured by a comparison of each GICS®
sector’s weight in the applicable S&P Index with its weight in the S&P
Total Market Index, in the relevant market capitalization range, is also considered in
the selection of companies for the S&P Indices. The S&P Total Market Index is
a float-adjusted, market-capitalization weighted index designed to track the broad equity
market, including large-, mid-, small- and micro-cap stocks.
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Calculation
of the S&P Indices
The
S&P Indices are float-adjusted market capitalization-weighted indices. On any given day, the value of an S&P Index is
the total float-adjusted market capitalization of that S&P Index’s constituents divided by that S&P Index’s
divisor. The float-adjusted market capitalization reflects the price of each stock in an S&P Index multiplied by the
number of shares used in such S&P Index’s value calculation.
Float
Adjustment. A stock’s weight in an S&P Index is determined by the float-adjusted market capitalization of the stock.
Under float adjustment, the share counts in calculating the S&P Indices reflect only those shares available to investors rather
than all of a company’s outstanding shares. Float adjustment excludes shares that are closely held by control groups, other
publicly traded companies, government agencies or other long-term strategic holders given such shares are not available to investors
in the public markets.
For
each stock, an Investable Weight Factor (“IWF”) is calculated, which is equal to the percentage of such stock’s
shares that are freely available for trading in the public market. A stock must have a minimum IWF of 0.1 to be eligible for inclusion
in an S&P Index.
Divisor.
Continuity in index values of an S&P Index is maintained by adjusting its divisor for all changes in its constituents’
share capital after its base date. This includes additions and deletions to the relevant S&P Index, rights issues, share buybacks
and issuances and non-zero price spin-offs. The value of an S&P Index’s divisor over time is, in effect, a chronological
summary of all changes affecting the base capital of such S&P Index. The divisor of an S&P Index is adjusted such that
the index value of such S&P Index at an instant just prior to a change in base capital equals the index value of such S&P
Index at an instant immediately following that change.
Maintenance
of the S&P Indices
Changes
to index composition are made on an as-needed basis. There is no scheduled reconstitution. Rather, changes in response to corporate
actions and market developments can be made at any time. Index additions and deletions are typically announced with at least three
business days’ advance notice. Less than three business days’ notice may be given at the discretion of the S&P
Dow Jones’ U.S. index committee.
Deletion
from an S&P Index. For each S&P Index, deletions from such S&P Index occur as follows:
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A
company is deleted from an S&P Index if it is involved in a merger, acquisition or
significant restructuring such that it no longer meets the eligibility criteria:
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A
company delisted as a result of a merger, acquisition or other corporate action is removed
at a time announced by S&P Dow Jones, normally at the close of the last day of trading
or expiration of a tender offer. Constituents that are halted from trading may be kept
in the applicable S&P Index until trading resumes, at the discretion of S&P Dow
Jones’ U.S. index committee. If a stock is moved to the pink sheets or the bulletin
board, the stock is removed.
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A
company that substantially violates one or more of the eligibility criteria may be deleted
at the S&P Dow Jones’ U.S. index committee’s discretion.
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Any
company that is removed from an S&P Index (including discretionary and bankruptcy/exchange delistings) must wait a minimum
of one year from its removal date before being reconsidered as a replacement candidate.
S&P
Dow Jones believes turnover in S&P Index membership should be avoided when possible. At times a stock included in an S&P
Index may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition
to an S&P Index, not for continued membership. As a result, an S&P Index constituent that appears to violate criteria
for addition to such S&P Index is not deleted unless ongoing conditions warrant an index change. When a stock is removed from
an S&P Index, S&P Dow Jones explains the basis for the removal.
Migration.
Current constituents of a S&P Composite 1500® component index (which include each S&P Index) can be
migrated from one S&P Composite 1500® component index to another without meeting the financial viability or
liquidity eligibility criteria if the S&P Dow Jones’ U.S. index committee decides that such a move will enhance the
representativeness of the relevant S&P Index as a market benchmark.
Companies
that are spun-off from current index constituents do not need to meet the outside addition criteria, but they should be considered
U.S. domiciled and have a total market cap representative of the S&P Index to which they are being added. If the spin-off
company’s estimated market cap is below the minimum defined in the outside addition criteria but there are other constituent
companies in the applicable S&P Index that have a significantly lower total market cap than the spin-off company, the S&P
Dow Jones’ U.S. index committee may decide to retain the spin-off company in the applicable S&P Index.
Share
Updates. Share counts are updated to the latest publicly available filings on a quarterly basis.
Investable
Weight Factor (IWF) Updates. IWF changes are implemented either annually, quarterly or on an accelerated schedule following
the relevant event depending on the nature of the change as explained below.
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Annual
Review. IWFs are reviewed annually based on the most recently available data filed
with various regulators and exchanges.
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Quarterly
Review. IWF changes will only be made at the quarterly review if the change represents
at least 5% of total current shares outstanding and is related to a single corporate
action that did not qualify for the accelerated implementation rule (as described below).
For quarterly reviews that coincide with the annual review, the annual review rules apply.
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Mandatory
Action. Certain mandatory actions, such as M&A driven share/IWF changes, stock
splits, and mandatory distributions, are not subject to a minimum threshold for implementation.
In order to minimize index turnover, any IWF changes resulting from such mandatory actions
are implemented based on the pre-event IWFs of the securities involved.
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Accelerated
Implementation Rule. Material share/IWF changes resulting from certain non-mandatory
corporate actions follow an accelerated implementation rule with sufficient advance notification.
The accelerated implementation rule is intended to reduce turnover intra-quarter while
also enhancing opportunities for index trackers to take advantage of non-mandatory material
liquidity events.
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For
actions qualifying for accelerated implementation but less than $1 billion, an adjustment
to the company’s IWF will only be made to the extent that such an IWF change helps
the new float share total mimic the shares available in the offering.
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For
actions qualifying for accelerated implementation and at least $1 billion, IWF changes
are implemented to reflect the shares made available in the offering plus the latest
share and ownership information publicly available at the time of the announcement.
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Share/IWF
Freeze. A share/IWF freeze period is implemented during each quarterly rebalancing. The freeze period begins after the market
close on the Tuesday preceding the second Friday of each rebalancing month (i.e., March, June, September and December)
and ends after the market close on the third Friday of the rebalancing month. Pro-forma files are normally released after the
market close on the second Friday, one week prior to the rebalancing effective date. In September, preliminary share and float
data are released on the first Friday of the month, but the share freeze period for September will follow the same schedule as
the other three quarterly share freeze periods. For illustration purposes, if rebalancing pro-forma files are scheduled to be
released on Friday,
March 13, the share/IWF freeze period will begin after the close of trading on Tuesday, March 10 and will
end after the close of trading the following Friday, March 20 (i.e., the third Friday of the rebalancing month).
During
the share/IWF freeze period, shares and IWFs are not changed except for mandatory corporate action events (such as merger activity,
stock splits and rights offerings), and the accelerated implementation rule is suspended. All changes that qualify for accelerated
implementation scheduled to be effective during the share/IWF freeze period will instead be announced on the third Friday of the
rebalancing month and implemented five business days after the quarterly rebalancing effective date.
Corporate
Action Adjustments. The table below summarizes the types of index maintenance adjustments upon various corporate actions and
indicates whether or not a divisor adjustment is required.
Type
of
Corporate Action
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Index
Treatment
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Company
addition/deletion
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Addition
Companies
are added at the float market capitalization weight. The net change to the index market capitalization causes a divisor adjustment.
Deletion
The
weights of all stocks in the applicable S&P Index will proportionally change. Relative weights will stay the same. The index
divisor will change due to the net change in the index market capitalization.
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Changes
in shares outstanding
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Increasing
the shares outstanding increases the market capitalization of the applicable S&P Index. Similarly, decreasing the shares
outstanding decreases the market capitalization of the applicable S&P Index. The change to the index market capitalization
causes a divisor adjustment.
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Split/reverse
split
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Shares
outstanding are adjusted by split ratio. Stock price is adjusted by split ratio. There is no change to the index market capitalization
and no divisor adjustment.
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Spin-off
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The
spin-off is added to the applicable S&P Index on the ex-date at a price of zero. The spin-off index shares are based on the
spin-off ratio. On the ex-date the spin-off will have the same attributes as its parent company, and will remain in the applicable
S&P Index for at least one trading day. As a result, there will be no change to the index divisor on the ex-date.
If
the spin-off is ineligible for continued inclusion, it will be removed after the ex-date. The weight of the spin-off being removed
is reinvested across all the index components proportionately such that the relative weights of all index components are unchanged.
The net change in index market capitalization will cause a divisor change.
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Change
in IWF
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Increasing
the IWF increases the market capitalization of the applicable S&P Index. Similarly, decreasing the IWF decreases the market
capitalization of the applicable S&P Index. A net change to the index market capitalization causes a divisor adjustment.
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Ordinary
dividend
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When
an index component pays an ordinary cash dividend, also referred to as a regular cash dividend, the applicable S&P Index
does not make any adjustments to the price or shares of the stock. As a result there are no divisor adjustments to such index
component.
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Type
of
Corporate Action
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Index
Treatment
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Special
dividend
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The
stock price is adjusted by the amount of the dividend. The net change to the index market capitalization causes a divisor
adjustment.
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Rights
offering
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All
rights offerings that are in the money on the ex-date are applied under the assumption the rights are fully subscribed. The
stock price is adjusted by the value of the rights and the shares outstanding are increased by the rights ratio. The net change
in market capitalization causes a divisor adjustment.
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Other
Adjustments. In cases where there
is no achievable market price for a stock being deleted, it can be removed at a zero or minimal price at the S&P Dow
Jones’ U.S. index committee’s discretion.
Governance
of the S&P Indices
Each
S&P Index is maintained by S&P Dow Jones’ U.S. index committee. All index committee members are full-time professional
members of S&P Dow Jones’ staff. The index committee meets monthly. At each meeting, the index committee reviews pending
corporate actions that may affect constituents of the S&P Indices, statistics comparing the composition of the S&P Indices
to the market, companies that are being considered as candidates for addition to the S&P Indices, and any significant market
events. In addition, the index committee may revise an S&P Index’s policy covering rules for selecting companies, treatment
of dividends, share counts or other matters.
License
Agreement
Wells
Fargo & Company, our parent company, and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the S&P Indices in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and S&P Dow Jones provides that the following language must be stated
in this market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow
Jones nor its third party licensors make any representation or warranty, express or implied, to the owners of the securities or
any member of the public regarding the advisability of investing in securities generally or in the securities particularly or
the ability of the S&P Indices to track general stock market performance. S&P Dow Jones’ and its third party licensor’s
only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing of certain trademarks and trade names
of S&P Dow Jones and the third party licensors and of the S&P Indices which is determined, composed and calculated by
S&P Dow Jones or its third party licensors without regard to Wells Fargo & Company, Wells Fargo Finance LLC or the securities.
S&P Dow Jones and its third party licensors have no obligation to take the needs of Wells Fargo & Company, Wells Fargo
Finance LLC or the owners of the securities into consideration in determining, composing or calculating the S&P Indices. Neither
S&P Dow Jones nor its third party licensors are responsible for or have participated in the determination of the prices and
amount of the securities or the timing of the issuance or sale of the securities or in the determination or calculation of the
equation by which the securities is to be converted into cash. S&P Dow Jones has no obligation or liability in connection
with the administration, marketing or trading of the securities.
NEITHER
S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS
SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH
RESPECT TO THE MARKS, THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.”
THE
S&P 500® VALUE INDEX
We
obtained all information contained in this market measure supplement regarding the S&P 500® Value Index, including,
without limitation, its make-up, method of calculation and changes in its components, from publicly available information. That
information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (“S&P Dow Jones”),
the index sponsor. S&P Dow Jones Indices has no obligation to continue to publish, and may discontinue publication of, the
S&P 500® Value Index at any time. Neither we nor the agent has independently verified the accuracy or completeness
of any information with respect to the S&P 500® Value Index in connection with the offer and sale of the securities.
As of the date of this market measure supplement, our parent company, Wells Fargo & Company, is one of the companies included
in the S&P 500® Value Index.
In
addition, information about the S&P 500® Value Index may be obtained from other sources including, but not
limited to, the S&P 500® Value Index sponsor’s website (including information regarding the S&P 500®
Value Index’s sector weightings). We are not incorporating by reference into this document the website or any material
it includes. Neither we nor the agent makes any representation that such publicly available information regarding the S&P
500® Value Index is accurate or complete.
The
S&P 500® Value Index does not reflect the payment of dividends on the stocks underlying it and therefore the
payment on the securities will not produce the same return you would receive if you were able to purchase such underlying stocks
and hold them until maturity.
The
S&P 500® Value Index is a subset of the S&P 500® Index, an equity index intended to provide
an indication of the pattern of common stock price movement in the large capitalization segment of the United States equity market.
The S&P 500® Value Index measures the float-adjusted market capitalization weighted price performance of the
stocks included in the S&P 500® Index that are determined to be “value” stocks. S&P Dow Jones
assigns the stocks included in the S&P 500® Index to either the S&P 500® Value Index, or
the S&P 500® Growth Index (the “Growth Index”) with a limited number of stocks that do not
exhibit either style or growth behavior overlapping both indices, as described below. The stocks included in the S&P 500®
Value Index are those that are determined by S&P Dow Jones to be “value” stocks, based on three value factors:
the ratios of each of book value, earnings and sales to price. The stocks included in the Growth Index are those that are determined
by S&P Dow Jones to be “growth” stocks, based on three growth factors: three-year change in earnings per share
over price per share, three-year sales per share growth rate, and momentum (12-month percent price change). The complete market
capitalization of the S&P 500® Index is divided into value and growth segments.
Composition
of the S&P 500® Value Index
The
S&P 500® Value Index is derived from its parent index, the S&P 500® Index. The S&P 500®
Value Index cannot have a constituent that is not also a member of the S&P 500® Index. For a description
of the selection criteria for the S&P 500® Index, see “Description of Equity Indices—The S&P
Indices” in this market measure supplement.
S&P
500® Value Index Construction
Style
Factors
The
Growth Index and the S&P 500® Value Index (the “Style Indices”) measure growth and value
along two separate dimensions, with three factors each used to measure growth and value. The list of factors used is outlined
in the table below.
Growth
Factors
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Value
Factors
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Three-Year
Net Change in Earnings per Share (Excluding Extra Items) over Current Price
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Book
Value to Price Ratio
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Three-Year
Sales per Share Growth Rate
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Earnings
to Price Ratio
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Momentum
(12-Month % Price Change)
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Sales
to Price Ratio
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Unavailability
of Factor Data
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If earnings from three years prior are not available then two-year change in earnings per share (excluding extra items) over price per share is used. If earnings from two years prior are not available then one-year change in earnings per share (excluding extra items) over price per share is used. If earnings from one year prior are not available the factor is set equal to zero. If the starting values is less than zero the score is multiplied by a factor of negative 1.
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If sales from three years prior are not available then two-year sales per share growth rate is used. If sales from two years prior are not available then one-year sales per share growth rate is used. If sales from one year prior are not available the factor is set equal to zero. If the starting values is less than zero the score is multiplied by a factor of negative 1.
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If there is not enough trading history to calculate 12-month momentum then the momentum factor is calculated from the stock’s listing date.
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If book value to price ratio, earnings to price ratio, or sales to price ratio is not available then such factor is set equal to zero.
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Style Scores
Raw
values for each of the above factors are calculated by S&P Dow Jones for each company in the S&P Total Market Index universe.
These raw values are first “winsorized” (a statistical tool used to minimize the influence of outliers in data) to
the 90th percentile and then standardized by dividing the difference between each company’s raw score and the
mean of the entire set by the standard deviation of the entire set. A “growth score” for each company is computed
as the average of the standardized values of the three growth factors. Similarly, a “value score” for each company
is computed as the average of the standardized values of the three value factors.
At
the end of this step each company has a growth score and a value score, with growth and value being measured along separate dimensions.
Establishing
Style Baskets
Companies
within the S&P 500® Index are ranked based on their growth and value scores. A company with a high growth score
would have a higher “growth rank”, while a company with a low value score would have a lower “value rank.”
For example, the S&P 500® Index constituent with the highest value score would have a value rank of 1, while
the constituent with the lowest value score would have a value rank of 500.
The
S&P 500® Index constituents are then sorted in ascending order by the ratio of their growth rank to their value
rank. The companies at the top of the list have a higher growth rank (or high growth score) and a lower value
rank (or low value
score) and, therefore, exhibit pure growth characteristics. The companies at the top of the list, comprising 33% of the total
S&P 500® Index market capitalization, are designated to the “growth basket.”
The
companies at the bottom of the list have a higher value rank (and high value score) and a lower growth rank (and low growth score)
and, therefore, exhibit pure value characteristics. The companies at the bottom of the list, comprising 33% of the total S&P
500® Index market capitalization, are designated to the “value basket.”
The
companies in the middle of the list have similar growth ranks and value ranks and, therefore, exhibit neither pure growth nor
pure value characteristics. The companies in the middle of the list, comprising 34% of the total index market capitalization,
are designated the “blended basket.”
Growth
and Value Indices
The
style baskets described above are the starting points for the Style Indices’ construction. 100% of the float market capitalization
of a company in the value basket is assigned to the S&P 500® Value Index, and 100% of the float market capitalization
of a company in the growth basket is assigned to the Growth Index.
The
middle 34% of float market capitalization consists of companies that have similar growth and value ranks. The market capitalization
of these companies that are in the blended basket is distributed between the S&P 500® Value Index and the Growth
Index based on their distances from the midpoint of the growth basket and the midpoint of the value basket. The midpoint of each
style basket is calculated as the average of value scores and growth scores of all companies in such style basket.
Based
on back-tested results, the total market capitalization is approximately equally divided among the Growth Index and the S&P
500® Value Index. However, there is no mathematical procedure employed to force equal market capitalization for
the Growth Index and S&P 500® Value Index, since price movements of constituent stocks would result in inequality
immediately following any reconstitution. Therefore, the future allocation of the market capitalization to the Style Indices may
not be equal.
The
S&P 500® Value Index is calculated using the S&P Dow Jones’ divisor-based index methodology. See
“Description of Equity Indices—The S&P Indices—Calculation of the S&P Indices” for additional
information.
Maintenance
of the S&P 500® Value Index
Rebalancing
The
S&P 500® Value Index is rebalanced once a year in December. The rebalancings occur after the close on the third
Friday of December. The reference date for growth and value expressions is after the close of the last trading date of the previous
month.
Style
scores, float market-capitalization weights and growth and value midpoint averages are reset only once a year at the December
rebalancing.
Other
changes to the S&P 500® Value Index are made on an as-needed basis, following the guidelines of the S&P
500® Index. Changes in response to corporate actions and market developments can be made at any time. Constituent
changes are typically announced for the S&P 500® Index two to five days before they are scheduled to be implemented.
Corporate
Actions and Other Adjustments
S&P
500® Index Action
|
|
Adjustment
Made to the S&P 500® Value Index
|
|
Divisor
Adjustment?
|
|
|
|
|
|
Constituent
Change
|
|
If the
index constituent being dropped is a member of the S&P 500® Value Index, it is removed from such index.
The replacement stock will then be added to either the S&P 500® Value Index or the Growth Index (or both)
based on its growth/value rank, and S&P Dow Jones will announce the percent of float market capitalization of the replacement
stock to be added to the S&P 500® Value Index and the Growth Index via its index corporate events report.
The percent of float market capitalization of the constituent in each Style Index for the replacement stock is calculated
using GICS industry-level averages for stocks outside the S&P Composite 1500® index other than spin-offs,
and such percentage will be based on old values for inter-index moves.
|
|
Yes
|
|
|
|
|
|
Share
Changes Between Quarterly Share Adjustments
|
|
Share
count follows the S&P 500® Index share count.
|
|
Yes
|
|
|
|
|
|
Quarterly
Share Changes
|
|
Share
count follows the S&P 500® Index share count. In addition, the new percent of float market capitalization
in the S&P 500® Value Index and the Growth Index changes for all constituent stocks at the December rebalancing.
These will be pre-announced in a manner similar to quarterly share changes.
|
|
Yes
|
|
|
|
|
|
Spin-off
|
|
Index
membership follows the S&P 500® Index. The “child stock” is assigned the same percent of float
market capitalization in each Style Index as its “parent stock.”
|
|
No
|
See
“Description of Equity Indices—The S&P Indices—Maintenance of the S&P Indices” in this market
measure supplement for additional information.
License
Agreement
Wells
Fargo & Company, our parent company, and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the S&P 500® Value Index in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and S&P Dow Jones provides that the following language must be stated
in this market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow
Jones nor its third party licensors make any representation or warranty, express or implied, to the owners of the securities or
any member of the public regarding the advisability of investing in securities generally or in the securities particularly or
the ability of the S&P 500® Value Index to track general stock market performance. S&P Dow Jones’
and its third party licensor’s only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing
of certain trademarks and trade names of S&P Dow Jones and the third party licensors and of the S&P 500®
Value Index which is determined, composed and calculated by S&P Dow Jones or its third party licensors without regard to Wells
Fargo & Company, Wells Fargo Finance LLC or the securities. S&P Dow Jones and its third party licensors have no obligation
to take the needs of Wells Fargo & Company, Wells Fargo
Finance LLC or the owners of the securities into consideration in
determining, composing or calculating the S&P 500® Value Index. Neither S&P Dow Jones nor its third party
licensors are responsible for or have participated in the determination of the prices and amount of the securities or the timing
of the issuance or sale of the securities or in the determination or calculation of the equation by which the securities is to
be converted into cash. S&P Dow Jones has no obligation or liability in connection with the administration, marketing or trading
of the securities.
NEITHER
S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF THE S&P 500® VALUE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO,
ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND
THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P
DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P 500® VALUE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE.”
THE
S&P SELECT INDUSTRY INDICES
We
obtained all information contained in this market measure supplement regarding the S&P® Biotechnology Select
Industry Index, the S&P® Homebuilders Select Industry Index, the S&P® Oil & Gas Exploration
& Product Select Industry Index and the S&P® Retail Select Industry Index (each, a “Select Industry
Index” and collectively, the “Select Industry Indices”), including, without limitation, their make-up,
method of calculation, and changes in their components, from publicly available information. That information reflects the policies
of, and is subject to change by, S&P Dow Jones Indices LLC (“S&P Dow Jones”), the index sponsor. S&P
Dow Jones has no obligation to continue to publish, and may discontinue publication of, the Select Industry Indices at any time.
Neither we nor the agent has independently verified the accuracy or completeness of any information with respect to the Select
Industry Indices in connection with the offer and sale of securities.
In
addition, information about the Select Industry Indices may be obtained from other sources including, but not limited to, the
Select Industry Indices sponsor’s website. We are not incorporating by reference into this document the website or any material
it includes. Neither we nor the agent makes any representation that such publicly available information regarding the Select Industry
Indices is accurate or complete.
General
Each
Select Industry Index is designed to measure the performance of a sub-industry or group of sub-industries within the S&P®
Total Market Index (the “S&P TM Index”) based on the Global Industry Classification Standards (“GICS®”).
The S&P TM Index is a benchmark that measures the performance of the United States equity market. The S&P TM Index offers
broad market exposure to companies of all market capitalizations, including all common equities listed on the NYSE, NYSE Arca,
NYSE American, Nasdaq Global Select Market, Nasdaq Select Market, Nasdaq Capital Market, Cboe BZX, Cboe BYX, Cboe EDGA, or Cboe
EDGX. Only United States companies are eligible for inclusion in the S&P TM Index.
The
Select Industry Indices do not reflect the payment of dividends on the stocks underlying them and therefore the payment on the
securities will not produce the same return you would receive if you were able to purchase the applicable underlying stocks and
hold them until maturity.
The
S&P® Biotechnology Select Industry Index
The
S&P® Biotechnology Select Industry Index is an equally-weighted index that is designed to measure the performance
of the biotechnology sub-industry of the S&P TM Index. The S&P® Biotechnology Select Industry Index primarily
includes companies in the biotechnology sub-industry and, if fewer than the minimum number of stocks are selected from its primary
sub-industry, may include companies in the following supplementary sub-industry: the life sciences tools & services sub-industry.
Each of the component stocks in the S&P® Biotechnology Select Industry Index is a constituent company within
one of the foregoing sub-industries of the S&P TM Index.
The
S&P® Homebuilders Select Industry Index
The
S&P® Homebuilders Select Industry Index is an equally-weighted index that is designed to measure the performance
of the homebuilding sub-industry of the S&P TM Index. The S&P® Homebuilders Select Industry Index primarily
includes companies in the homebuilding sub-industry and, if fewer than the minimum number of stocks are selected from its primary
sub-industry, may include companies in the following supplementary sub-industries: building products, home furnishings, home improvement
retail, homefurnishing retail and household appliances. Each of the component stocks in the S&P® Homebuilders
Select Industry Index is a constituent company within one of the foregoing sub-industries of the S&P TM Index.
The
S&P® Oil & Gas Exploration & Production Select Industry Index
The
S&P® Oil & Gas Exploration & Production Select Industry Index is an equally-weighted index
that is designed to measure the performance of the following sub-industries of the S&P TM Index: integrated oil &
gas, oil & gas exploration & production and oil & gas refining & marketing. Each of the component
stocks in the S&P® Oil & Gas Exploration & Production Select Industry Index is a constituent
company within one of the foregoing sub-industries of the S&P TM Index.
The
S&P® Retail Select Industry Index
The
S&P® Retail Select Industry Index is an equally-weighted index that is designed to measure the performance
of the following sub-industries of the S&P TM Index: apparel retail,
automotive retail, computer & electronic retail, department stores, drug retail, food retailers, general merchandise stores,
hypermarkets & super centers, internet & direct marketing retail, and specialty stores. Each of the component stocks in
the S&P® Retail Select Industry Index is a constituent company within one of the foregoing sub-industries
of the S&P TM Index.
Index
Eligibility
To
qualify for membership in a Select Industry Index, at each quarterly rebalancing, a stock must satisfy each of the following criteria:
|
1.
|
A
stock must be a member of the S&P TM Index.
|
|
2.
|
A
stock must be included in the relevant GICS® primary sub-industry (or,
if fewer than the minimum number of stocks are selected from the relevant primary sub-industry,
a supplementary sub-industry as described in 4 below).
|
|
3.
|
A
stock must meet one of the following float-adjusted market capitalization (“FMC”)
and float-adjusted liquidity ratio (“FALR”) requirements:
|
|
a.
|
Be
a current constituent and have an FMC greater than or equal to $300 million and an
FALR greater than or equal to 50%;
|
|
b.
|
Have
an FMC greater than or equal to $500 million and an FALR greater than or equal
to 90%; or
|
|
c.
|
Have
an FMC greater than or equal to $400 million and an FALR greater than or equal
to 150%.
|
|
4.
|
In
the event that fewer than 35 stocks are selected for inclusion in a Select Industry Index
from the applicable primary sub-industries, for certain Select Industry Indices, stocks
from a supplementary list of highly correlated sub-industries (referred to as supplementary
stocks) will be selected by the following process:
|
|
a.
|
All
eligible primary stocks are added to the relevant Select Industry Index;
|
|
b.
|
If
there are 35 or more eligible primary stocks, then any supplementary stocks currently
in the relevant Select Industry Index are removed;
|
|
c.
|
If
after step 1 there are less than 35 eligible primary stocks, then supplementary stocks
meeting the relevant market capitalization and liquidity thresholds are added in order
of their FMC from largest to smallest until the minimum constituent count of 35 stocks
is met;
|
|
d.
|
A
buffer is applied in step 3 such that a supplementary stock being added must have an
FMC greater than 1.2 times (or 20% higher than) the supplementary stock it is replacing.
This buffer is evaluated on each supplementary stock addition relative to the current
supplementary stock it is replacing. For example, the largest non-index supplementary
stock by FMC is evaluated against the smallest supplementary index constituent, the second
largest non-index supplementary stock is evaluated against the second smallest supplementary
index constituent, etc. This process is repeated until no supplementary additions exceed
the buffer.
|
|
5.
|
Additionally,
minimum FMC requirements may be relaxed for all Select Industry Indices to ensure that
there are at least 22 stocks in each Select Industry Index as of each rebalancing effective
date.
|
Liquidity
The
liquidity measurement used is a float-adjusted liquidity ratio, defined as dollar value traded over the previous 12 months divided
by float-adjusted market capitalization as of the rebalancing reference date. The length of time to evaluate liquidity is reduced
to the available trading period for IPOs or spin-offs that do not have 12 months of trading history. In these cases, the dollar
value traded available as of the rebalancing reference date is annualized.
Takeover
Restrictions
At
the discretion of S&P Dow Jones, constituents with shareholder ownership restrictions defined in company bylaws may be deemed
ineligible for inclusion in a Select Industry Index. Ownership restrictions preventing entities from replicating the index weight
of a company may be excluded from the eligible universe or removed from the applicable Select Industry Index. S&P Dow Jones
will provide up to five days advance notification of a deletion between rebalancings due to ownership restrictions.
Multiple
Share Classes
For
companies with multiple share classes of common stock, S&P Dow Jones determines the share class with both the highest one-year
trading liquidity (as defined by median daily value traded) and largest float-adjusted market capitalization as the designated
listing. When the liquidity and market capitalization indicators are in conflict, S&P Dow Jones analyzes the relative differences
between the two values placing a greater importance on liquidity. Each such company included in a Select Industry Index is represented
once by its designated listing.
Calculation
of the Select Industry Indices
The
Select Industry Indices are equally-weighted, with adjustments to constituent weights to ensure concentration and liquidity requirements,
and calculated by the divisor methodology.
The
initial divisor is set to have a base index value of 1000 on the applicable base date. The index value is simply the index market
value divided by the index divisor.
In
order to maintain index series continuity, it is necessary to adjust the divisor at each rebalancing.
Constituent
Weightings
At
each quarterly rebalancing, stocks are initially equally-weighted using closing prices as of the second Friday of the last month
of quarter as the reference price. Adjustments are then made to ensure that there are no stocks whose weight in the applicable
Select Industry Index is more than can be traded in a single day for a given theoretical portfolio value (ranging from $500 million
to $2 billion).
S&P
Dow Jones calculates a maximum basket liquidity weight for each stock in the applicable Select Industry Index using the ratio
of its three-month median daily value traded to its applicable theoretical portfolio value. Each stock’s weight in the applicable
Select Industry Index is, then, compared to its maximum basket liquidity weight and is set to the lesser of its maximum basket
liquidity weight or its initial equal weight. All excess weight is redistributed across the applicable Select Industry Index to
the uncapped stocks. If necessary, a final adjustment is made to ensure that no stock in the applicable Select Industry Index
has a weight greater than 4.5%. This step of the iterative weighting process may force the weight of those stocks limited to their
maximum basket liquidity weight to exceed that weight. In such cases, S&P Dow Jones will make no further adjustments. If any
of the Select Industry Indices contain exactly 22 stocks as of the rebalancing effective date, the applicable Select Industry
Index is equally weighted without basket liquidity constraints.
Maintenance
of the Select Industry Indices
Rebalancing.
The membership of the Select Industry Indices is reviewed quarterly. Rebalancings occur after the closing on the third Friday
of the quarter ending month. The reference date for additions and deletions is after the closing of the last trading date of the
previous month. Closing prices as of the second Friday of the last month of the quarter are used for setting index weights.
Additions.
Stocks are added between rebalancings only if a deletion in the applicable Select Industry Index causes the stock count to
fall below 22. In those cases, each stock deletion is accompanied with a stock addition. The new stock will be added to the applicable
Select Industry Index at the weight of the deleted company. In the case of mergers involving two index constituents, the merged
entity will remain in the applicable Select Industry Index provided that it meets all general eligibility requirements. The merged
entity will be added to the applicable Select Industry Index at the weight of the stock deemed to be the surviving stock in the
transaction (i.e., the surviving stock will not experience a weight change and its subsequent weight will not be equal
to that of the pre-merger weight of the merged entities). In the case of spin-offs, the applicable Select Industry Index will
follow the S&P TM Index’s treatment of the action.
Deletions.
A stock is deleted from the applicable Select Industry Index if the S&P TM Index drops the stock. If a stock deletion
causes the number of stocks in the applicable Select Industry Index to fall below 22, each stock deletion is accompanied with
a corresponding stock addition. In case of GICS® changes, where a company does not belong to a qualifying sub-industry
after the classification change, it is removed from the applicable Select Industry Index at the next rebalancing.
Adjustments.
The tables below summarize the types of index maintenance adjustments and indicate whether or not a divisor adjustment is
required.
S&P
TM Index Actions
S&P
TM Index Action
|
Adjustment
Made to Select Industry Index
|
Divisor
Adjustment?
|
|
If
the constituent is a member of a Select Industry Index, it is dropped.
|
Yes
|
Constituent Deletion
Constituent Addition
|
Only
in cases where the deletion causes the stock count to fall below 22 stocks, then the
deletion is accompanied by an addition assuming the weight of the dropped stock.
If
a stock is removed from a Select Industry Index at a price of $0.00, the stock’s replacement will be added to the
applicable Select Industry Index at the weight using the previous day’s closing value, or the most immediate prior
business day that the deleted stock was not valued at $0.00.
In
the case of additions due to spin-offs, the Select Industry Indices follow the S&P TM Index’s treatment of the action.
|
No,
except in the case of stocks removed at $0.00
|
GICS®
Change
|
None.
If, after the GICS® change, a stock no longer qualifies to belong to a Select Industry Index, it is removed
at the next rebalancing.
|
No
|
Corporate
Actions
Corporate
Action
|
Adjustment
Made to Select Industry Index
|
Divisor
Adjustment?
|
Spin-Off
|
In
general, both the parent stock and spun-off stocks will remain in the applicable Select Industry Index until the next index
rebalancing, regardless of whether they conform to the theme of the applicable Select Industry Index.
|
No
|
Rights
Offering
|
The
price is adjusted to the price of the parent company minus (the price of the rights subscription/rights ratio). The index
shares change so that the company’s weight remains the same as its weight before the rights offering.
|
No
|
Stock
Dividend, Stock Split or
|
The
index shares are multiplied by and price is divided by the
|
No
|
Corporate
Action
|
Adjustment
Made to Select Industry Index
|
Divisor
Adjustment?
|
Reverse Stock Split
|
split factor.
|
|
Share
Issuance or Share Repurchase
|
None
|
No
|
Special
Dividends
|
Price
of the stock making the special dividend payment is reduced by the per share special dividend amount after the close of trading
on the day before the dividend ex-date.
|
Yes
|
License
Agreement
Wells
Fargo & Company, our parent company, and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the Select Industry Indices in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and S&P Dow Jones provides that the following language must be stated
in this market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow
Jones nor its third party licensors make any representation or warranty, express or implied, to the owners of the securities or
any member of the public regarding the advisability of investing in securities generally or in the securities particularly or
the ability of the Select Industry Indices to track general stock market performance. S&P Dow Jones’ and its third party
licensor’s only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing of certain trademarks
and trade names of S&P Dow Jones and the third party licensors and of the Select Industry Indices which is determined, composed
and calculated by S&P Dow Jones or its third party licensors without regard to Wells Fargo & Company, Wells Fargo Finance
LLC or the securities. S&P Dow Jones and its third party licensors have no obligation to take the needs of Wells Fargo &
Company, Wells Fargo Finance LLC or the owners of the securities into consideration in determining, composing or calculating the
Select Industry Indices. Neither S&P Dow Jones nor its third party licensors are responsible for or have participated in the
determination of the prices and amount of the securities or the timing of the issuance or sale of the securities or in the determination
or calculation of the equation by which the securities is to be converted into cash. S&P Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the securities.
NEITHER
S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF THE SELECT INDUSTRY INDICES OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY
LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE MARKS, THE SELECT INDUSTRY INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.”
THE
SELECT SECTOR INDICES
We
obtained all information contained in this market measure supplement regarding the Consumer Discretionary Select Sector Index,
the Energy Select Sector Index, the Financial Select Sector Index, the Health Care Select Sector Index, the Industrial Select
Sector Index and the Technology Select Sector Index (each, a “Select Sector Index” and collectively, the “Select
Sector Indices”), including, without limitation, their make-up, method of calculation and changes in their components,
from publicly available information. That information reflects the policies of, and is subject to change by, S&P Dow Jones
Indices LLC (“S&P Dow Jones”), the index sponsor. S&P Dow Jones has no obligation to continue to publish,
and may discontinue publication of, any Select Sector Index at any time. Neither we nor the agent has independently verified the
accuracy or completeness of any information with respect to any Select Sectors Index in connection with the offer and sale of
securities.
In
addition, information about the Select Sector Indices may be obtained from other sources including, but not limited to, the Select
Sector Indices sponsor’s website. We are not incorporating by reference into this document the website or any material it
includes. Neither we nor the agent makes any representation that such publicly available information regarding the Select Sector
Indices is accurate or complete.
The
Select Sector Indices do not reflect the payment of dividends on the stocks underlying them and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase the applicable underlying stocks and hold them
until maturity.
The
Consumer Discretionary Select Sector Index
The
Consumer Discretionary Select Sector Index is a modified market capitalization-based index, intended to provide investors with
a way to track the movements of certain public companies that represent the consumer discretionary sector of the S&P 500®
Index. The Consumer Discretionary Select Sector Index includes companies in the following industries: auto components; automobiles;
household durables; leisure products; textiles, apparel and luxury goods; hotels, restaurants and leisure; diversified consumer
services; distributors; internet and direct marketing retail; multiline retail; and specialty retail. The Consumer Discretionary
Select Sector Index is one of the Select Sector sub-indices of the S&P 500® Index, each of which we refer to
as a “Select Sector Index.”
The
Energy Select Sector Index
The
Energy Select Sector Index is a modified market capitalization-based index, intended to provide investors with a way to track
the movements of certain public companies that represent the energy sector of the S&P 500® Index. The Energy
Select Sector Index includes companies in the following industries: energy equipment and services; and oil, gas and consumable
fuels. The Energy Select Sector Index is one of the Select Sector sub-indices of the S&P 500® Index, each of
which we refer to as a “Select Sector Index.”
The
Financial Select Sector Index
The
Financial Select Sector Index is a modified market capitalization-based index, intended to provide investors with a way to track
the movements of certain public companies that represent the financial sector of the S&P 500® Index. The Financial
Select Sector Index includes companies in the following industries: banks; thrifts and mortgage finance; diversified financial
services; consumer finance; capital markets; mortgage real estate investment trusts; and insurance. The Financial Select Sector
Index is one of the Select Sector sub-indices of the S&P 500® Index, each of which we refer to as a “Select
Sector Index.” As of the date of this market measure supplement, Wells Fargo & Company, our parent company, is one
of the companies included in the Financial Select Sector Index.
The
Health Care Select Sector Index
The
Health Care Select Sector Index is a modified market capitalization-based index, intended to provide investors with a way to track
the movements of certain public companies that represent the health care sector of the S&P 500® Index. The
Health Care Select Sector Index includes companies in the following industries: health care equipment and supplies; health care
providers and services; health care technology; biotechnology; pharmaceuticals; and life sciences tools and services. The Health
Care Select Sector Index is one of the Select Sector sub-indices of the S&P 500® Index, each of which we refer
to as a “Select Sector Index.”
The
Industrial Select Sector Index
The
Industrial Select Sector Index is a modified market capitalization-based index, intended to provide investors with a way to track
the movements of certain public companies that represent the industrial sector of the S&P 500® Index. The Industrial
Select Sector Index includes companies in the following industries: aerospace and defense; building products; construction and
engineering; electrical equipment; industrial conglomerates; machinery; trading companies and distributors; commercial services
and supplies; professional services; air freight and logistics; airlines; marine; road and rail; and transportation infrastructure.
The Industrial Select Sector Index is one of the Select Sector sub-indices of the S&P 500® Index, each of which
we refer to as a “Select Sector Index.”
The
Technology Select Sector Index
The
Technology Select Sector Index is a modified market capitalization-based index, intended to provide investors with a way to track
the movements of certain public companies that represent the information technology sector of the S&P 500®
Index. The Technology Select Sector Index includes companies in the following industries: IT
services; software; communications equipment; technology hardware, storage and peripherals; electronic equipment, instruments
and components; and semiconductors and semiconductor equipment. The Technology Select Sector Index is one of the Select
Sector sub-indices of the S&P 500® Index, each of which we refer to as a “Select Sector Index.”
Construction
of the Select Sector Indices
Each
of the component stocks in the Select Sector Indices is a member of the S&P 500® Index. Each stock included
in the S&P 500® Index is classified into one of eleven sectors based on the Global Industry Classification
Standard (GICS®). Each Select Sector Index is made up of all stocks that are classified in the relevant GICS®
sector. The current 11 GICS® sectors are as follows: Communication Services, Consumer Discretionary, Consumer
Staples, Energy, Financial, Health Care, Industrials, Materials, Real Estate, Information Technology and Utilities. For a description
of the selection criteria for the S&P 500® Index, see “Description of Equity Indices—The S&P
Indices” in this market measure supplement.”
Weighting
of the Select Sector Indices
Each
Select Sector Index is capped market capitalization weighted. For capping purposes, the Select Sector Indices are rebalanced quarterly
after the close of business on the third Friday of March, June, September and December using the following procedures:
|
1.
|
The
rebalancing reference date is the second Friday of March, June, September and December.
|
|
2.
|
With
prices reflected on the rebalancing reference date, adjusted for any applicable corporate
actions, and membership, shares outstanding, and investable weight factors as of the
rebalancing effective date, each company is weighted by float-adjusted market capitalization.
Modifications are made as described below.
|
|
3.
|
If
any company has a weight greater than 24%, that company has its float-adjusted market
capitalization weight capped at 23%. The cap is set to 23% to allow for a 2% buffer.
This buffer is needed to ensure that no company exceeds 25% as of the quarter end diversification
requirement date.
|
|
4.
|
All
excess weight is proportionally redistributed to all uncapped companies within the relevant
Select Sector Index.
|
|
5.
|
After
this redistribution, if the float-adjusted market capitalization weight of any other
company then breaches 23%, the process is repeated iteratively until no company breaches
the 23% weight cap.
|
|
6.
|
The
sum of the companies with weights greater than 4.8% cannot exceed 50% of the total index
weight. These caps are set to allow for a buffer below the 5% limit.
|
|
7.
|
If
the rule in paragraph 6 is breached, all the companies are ranked in descending order
of their float-adjusted market capitalization weights and the first stock that causes
the 50% limit to be breached is identified. The weight of this company is, then, reduced
to 4.5%.
|
|
8.
|
This
excess weight is proportionally redistributed to all companies with weights below 4.5%.
This process is repeated iteratively until paragraph 6 is satisfied.
|
|
9.
|
Index
share amounts are assigned to each constituent to arrive at the weights calculated above.
Since index shares are assigned based on prices one week prior to rebalancing, the actual
weight of each constituent at the rebalancing differs somewhat from these weights due
to market movements.
|
|
10.
|
If,
on the third to last business day of March, June, September or December, a company has
a weight greater than 24% or the sum of the companies with weights greater than 4.8%
exceeds 50%, a secondary rebalancing will be triggered with the rebalancing effective
date being the opening of the last business day of the month. This secondary rebalancing
will use the closing prices as of the third to last business day of March, June, September
or December, and membership, shares outstanding and investable weight factors as of the
rebalancing effective date.
|
When
companies represented in the Select Sector Indices are represented by multiple share classes, maximum weight capping is based
on company float-adjusted market capitalization, with the weight of multiple-class companies allocated proportionally to each
share class based on its float-adjusted market capitalization as of the rebalancing reference date. If no capping is required,
both share classes remain in the relevant Select Sector Index at their natural float-adjusted market capitalization.
Calculation,
Maintenance and Governance of the Select Sector Indices
The
Select Sector Indices are calculated, maintained and governed using the same methodology as the S&P 500® Index,
subject to the capping methodology described above. For additional information about the calculation, maintenance and governance
of the S&P 500® Index, see “Description of Equity Indices—The S&P Indices” in this market
measure supplement.
License
Agreement
Wells
Fargo & Company, our parent company, and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the Select Sector Indices in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and S&P Dow Jones provides that the following language must be stated
in this market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow
Jones nor its third party licensors make any representation or warranty, express or implied, to the owners of the securities or
any member of the public regarding the advisability of investing in securities generally or in the securities particularly or
the ability of any Select Sector Index to track general stock market performance. S&P Dow Jones’ and its third party
licensor’s only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing of certain trademarks
and trade names of S&P Dow Jones and the third party licensors and of the Select Sector Indices which are determined, composed
and calculated by S&P Dow Jones or its third party licensors without regard to Wells Fargo & Company, Wells Fargo Finance
LLC or the securities. S&P Dow Jones and its third party licensors have no obligation to take the needs of Wells Fargo &
Company, Wells Fargo Finance LLC or the owners of the securities into consideration in determining, composing or calculating any
Select Sector Index. Neither S&P Dow Jones nor its third party licensors are responsible for or have participated in the determination
of the prices and amount of the securities or the timing of the issuance or sale of the securities or in the determination or
calculation of the equation by which the securities is to be converted into cash. S&P Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the securities.
NEITHER
S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF ANY SELECT SECTOR INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS
SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE MARKS, THE SELECT SECTOR INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN
IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.”
THE
S&P/ASX 200 INDEX
We
obtained all information contained in this market measure supplement regarding the S&P/ASX 200 Index, including, without limitation,
its make-up, method of calculation and changes in its components, from publicly available information. This information reflects
the policies of, and is subject to change by, S&P Dow Jones Indices LLC (“S&P Dow Jones”), the index
sponsor. S&P Dow Jones has no obligation to continue to publish, and may discontinue publication of, the S&P/ASX 200 Index
at any time. Neither we nor the agent has independently verified the accuracy or completeness of any information with respect
to the S&P/ASX 200 Index in connection with the offer and sale of the securities.
In
addition, information about the S&P/ASX 200 Index may be obtained from other sources including, but not limited to, the S&P/ASX
200 Index sponsor’s website (including information regarding (i) the S&P/ASX 200 Index’s top ten constituents,
(ii) the S&P/ASX 200 Index’s sector weightings and (iii) the S&P/ASX 200 Index’s country weightings). We are
not incorporating by reference into this document the website or any material it includes. Neither we nor the agent makes any
representation that such publicly available information regarding the S&P/ASX 200 Index is accurate or complete.
General
The
S&P/ASX 200 Index is recognized as the institutional investable benchmark in Australia. The S&P/ASX 200 Index measures
the performance of the 200 largest and most liquid index-eligible stocks listed on the Australian Securities Exchange (the “ASX”)
by float-adjusted market capitalization.
The
S&P/ASX 200 Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition
of the S&P/ASX 200 Index
The
S&P/ASX Equity Indices Committee (the “Index Committee”) aims to design a highly liquid and tradable index
whose total market capitalization is large enough to approximate the market segment it is capturing while keeping the number of
stocks at a minimum. Both market capitalization and liquidity are assessed using the previous six months’ worth of data.
Quarterly review changes take effect the third Friday of March, June, September and December.
Eligibility
Criteria
Additions
to the S&P/ASX 200 Index are evaluated based on the following eligibility criteria.
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•
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Listing.
Only securities listed on the ASX are considered for inclusion in the S&P/ASX 200
Index.
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|
•
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Domicile.
Both domestic and foreign-domiciled entities are eligible for inclusion in the S&P/ASX
200 Index. Foreign-domiciled securities may be subject to specialized treatment due to
the date reporting conventions of certain foreign securities listed on the ASX. Such
action is necessary in order to ensure the S&P/ASX 200 Index remains representative
of the Australian market while limiting constituent turnover and reducing index volatility.
|
A
company is considered to be domestic if:
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•
|
The
company is incorporated in Australia and traded on the ASX; or
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|
•
|
The
company is incorporated overseas but has an exclusive listing on the ASX; or
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|
•
|
The
company is incorporated overseas and is traded on the other overseas markets, but most
of the trading activity occurs on the ASX.
|
Generally,
a foreign-domiciled company is a company that is:
|
•
|
Incorporated
overseas; and/or
|
|
•
|
Listed
on one or more overseas markets; and
|
|
•
|
Has
the majority of its trading activity occurring on an overseas exchange.
|
|
•
|
Eligible
Securities. Common and equity preferred stocks (which are not of a fixed income nature)
are eligible for inclusion in the S&P/ASX 200 Index. Hybrid stocks, such as convertible
stock, bonds, warrants and preferred stock that provide a guaranteed fixed return, are
not eligible. Listed investment companies (LICs) that invest in a portfolio of securities
are not eligible. Companies that are currently under consideration for merger or acquisition
are not eligible.
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•
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Market
Capitalization. The market capitalization criterion for stock inclusion is based
upon the daily average market capitalization of a security over the last six months.
The ASX stock price history (last six months), latest available shares on issue and the
investable weight factor (“IWF”) are the relevant variables for the
calculation. The IWF is a variable that is primarily used to determine the available
float of a security for ASX-listed securities.
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•
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Liquidity.
Only securities that are regularly traded are eligible for inclusion in the S&P/ASX
200 Index. A stock’s liquidity is measured relative to its peers. Stocks must have
a minimum Relative Liquidity of 50% to be included in the S&P/ASX 200 Index. Relative
Liquidity is calculated as follows:
|
Relative
Liquidity =
|
Stock
Median Liquidity
|
Market
Liquidity
|
where:
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•
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Stock
Median Liquidity is the median daily value traded on the ASX for each stock divided by
the average float/index weight-adjusted market capitalization for the previous six months;
and
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|
•
|
Market
Liquidity is determined using the market capitalization weighted average of the stock
median liquidities of the 500 constituents in the All Ordinaries index, an index composed
of the 500 largest securities listed on the ASX.
|
Calculation
of the S&P/ASX 200 Index
The
S&P/ASX 200 Index is a float-adjusted market capitalization-weighted index calculated in the same manner as the S&P Indices,
except that a stock must have a minimum IWF of 0.3 to be eligible for inclusion in the S&P/ASX 200 Index. For additional information
about the calculation of the S&P/ASX 200 Index, see “Description of Equity Indices—The S&P Indices—Calculation
of the S&P Indices” in this market measure supplement. For purposes of such section, the S&P/ASX 200 Index is an
“S&P Index.”
Maintenance
of the S&P/ASX 200 Index
Rebalancing.
Rebalancing of the S&P/ASX 200 Index series occurs on a regular basis. Shares and IWFs updates are also applied regularly.
Frequency.
The S&P/ASX 200 Index constituents are rebalanced quarterly to ensure adequate market capitalization and liquidity. Quarterly
rebalancing changes take effect after the market close on the third Friday of March, June, September and December.
Buffers.
In order to limit the level of index turnover, eligible non-constituent securities will generally only be considered for index
inclusion once a current constituent stock is excluded due to a sufficiently low rank and/or liquidity, based on the float-adjusted
market capitalization. Potential index inclusions and exclusions need to satisfy a buffer requirement in terms of the rank of
the stock relative to the S&P/ASX 200 Index. The buffer aims to limit the level of index turnover that may take place at each
quarterly rebalancing, maximizing the efficiency and limiting the cost associated with holding the index portfolio.
Addition
|
|
Rank
Buffer for Deletion
|
179th or higher
|
|
221st or lower
|
This
float-adjusted market capitalization rank buffer serves as the guideline used by the Index Committee to arrive at any potential
constituent changes to the S&P/ASX 200 Index. However, the Index Committee has complete discretion to by-pass these rules
when circumstances warrant.
Intra-Quarter
Additions/Deletions. Between rebalancing dates, an addition to the S&P/ASX 200 Index is generally made only if a vacancy
is created by an index deletion. Index additions are made according to market size and liquidity. An initial public offering is
added to the S&P/ASX 200 Index only when an appropriate vacancy occurs and is subject to proven liquidity for at least eight
weeks. Deletions can occur between index rebalancing dates due to acquisitions, mergers and spin-offs or due to suspension or
bankruptcies. The decision to remove a stock from the S&P/ASX 200 Index will be made once there is sufficient evidence that
the transaction will be completed. Stocks that are removed due to mergers & acquisitions activity are removed from the S&P/ASX
200 Index at the cash offer price for cash-only offers. Otherwise, the best available price in the market is used.
Share
Updates. The share count for all constituents of the S&P/ASX 200 Index are reviewed quarterly and are rounded to the nearest
thousand (‘000) for all domestic Australian stocks. Share updates for foreign-domiciled securities will take place at each
quarterly rebalancing. The update to the number of shares outstanding will only take place when, on the rebalancing reference
date, the three-month average of CHESS Depositary Interests (“CDIs”), a type of depositary receipt developed
by ASX, or the total securities held in the Australian branch of issuer sponsored register (where supplied) and in the Clearing
House Electronic Sub-register System (“CHESS”), an ASX computer system for the management of transaction settlements,
differs from the current number of shares used by 5% or more. Where CDI information is not supplied to the ASX by the company’s
share register, estimates for Australian equity capital will be drawn from CHESS data and, ultimately, registry-sourced data.
Investable
Weight Factor (IWF) Updates. IWF changes are implemented either annually, quarterly or on an accelerated schedule following
the relevant event depending on the nature of the change as explained below.
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•
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Annual
Review. IWFs are reviewed annually as part of the September quarterly review based
on the most recently available data filed with various regulators and exchanges.
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|
•
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Quarterly
Review. IWF changes will only be made at the quarterly review if the change represents
at least 5% of total current shares outstanding and is related to a single corporate
action that did not qualify for the accelerated implementation rule (as described below).
For quarterly reviews that coincide with the annual review, the annual review rules apply.
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|
•
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Mandatory
Action. Certain mandatory actions, such as M&A driven share/IWF changes, stock
splits, and mandatory distributions, are not subject to a minimum threshold for implementation.
In order to minimize index turnover, any IWF changes resulting from such mandatory actions
are implemented based on the pre-event IWFs of the securities involved.
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•
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Accelerated
Implementation Rule. Material share/IWF changes resulting from certain non-mandatory
corporate actions follow an accelerated implementation rule with sufficient advance notification.
The accelerated implementation rule is intended to reduce turnover intra-quarter while
also enhancing opportunities for index trackers to take advantage of non-mandatory material
liquidity events.
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|
○
|
For
actions qualifying for accelerated implementation but less than $1 billion, an adjustment
to the company’s IWF will only be made to the extent that such an IWF change helps
the new float share total mimic the shares available in the offering.
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|
○
|
For
actions qualifying for accelerated implementation and at least $1 billion, IWF changes
are implemented to reflect the shares made available in the offering plus the latest
share and ownership information publicly available at the time of the announcement.
|
Share/IWF
Freeze. A share/IWF freeze period is implemented during each quarterly rebalancing. The freeze period begins after the market
close on the Tuesday preceding the second Friday of each rebalancing month (i.e.,
March,
June, September and December) and ends after the market close on the third Friday of the rebalancing month. Pro-forma files are
normally released after the market close on the second Friday, one week prior to the rebalancing effective date. In September,
preliminary share and float data are released on the first Friday of the month, but the share freeze period for September will
follow the same schedule as the other three quarterly share freeze periods. For illustration purposes, if rebalancing pro-forma
files are scheduled to be released on Friday, March 13, the share/IWF freeze period will begin after the close of trading on Tuesday,
March 10 and will end after the close of trading the following Friday, March 20 (i.e., the third Friday of the rebalancing
month).
During
the share/IWF freeze period, shares and IWFs are not changed except for mandatory corporate action events (such as merger activity,
stock splits and rights offerings), and the accelerated implementation rule is suspended. All changes that qualify for accelerated
implementation scheduled to be effective during the share/IWF freeze period will instead be announced on the third Friday of the
rebalancing month and implemented five business days after the quarterly rebalancing effective date.
Corporate
Action Adjustments. The table below summarizes the types of index maintenance adjustments upon various corporate actions and
indicates whether or not a divisor adjustment is required.
Type
of
Corporate Action
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|
Index
Treatment
|
Company
addition/deletion
|
|
Addition
Companies
are added at the float market capitalization weight. The net change to the index market capitalization causes a divisor
adjustment.
Deletion
The
weights of all stocks in the S&P/ASX 200 Index will proportionally change. Relative weights will stay the same. The
index divisor will change due to the net change in the index market capitalization.
|
Changes
in shares outstanding
|
|
Increasing
the shares outstanding increases the market capitalization of the S&P/ASX 200 Index. Similarly, decreasing the shares
outstanding decreases the market capitalization of the S&P/ASX 200 Index. The change to the index market capitalization
causes a divisor adjustment.
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|
|
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Split/reverse
split
|
|
Shares
outstanding are adjusted by split ratio. Stock price is adjusted by split ratio. There is no change to the index market capitalization
and no divisor adjustment.
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|
|
|
Spin-off
|
|
The
spin-off is added to the S&P/ASX 200 Index on the ex-date at a price of zero. The spin-off index shares are based
on the spin-off ratio. On the ex-date the spin-off will have the same attributes as its parent company, and will remain
in the S&P/ASX 200 Index for at least one trading day. As a result, there will be no change to the index divisor on
the ex-date.
If
the spin-off is ineligible for continued inclusion, it will be removed after the ex-date. The weight of the spin-off being
removed is reinvested across all the index components proportionately such that the relative weights of all index components
are unchanged. The net change in index market capitalization will cause a divisor change.
|
Change
in IWF
|
|
Increasing
the IWF increases the market capitalization of the S&P/ASX 200 Index. Similarly, decreasing the IWF decreases the market
capitalization of the S&P/ASX 200 Index. A net change to the index market capitalization causes a divisor adjustment.
|
Type
of
Corporate Action
|
|
Index
Treatment
|
Ordinary
dividend
|
|
When
an index component pays an ordinary cash dividend, also referred to as a regular cash dividend, the S&P/ASX 200 Index
does not make any adjustments to the price or shares of the stock. As a result there are no divisor adjustments to such index
component.
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|
|
|
Special
dividend
|
|
The
stock price is adjusted by the amount of the dividend. The net change to the index market capitalization causes a divisor
adjustment.
|
|
|
|
Rights
offering
|
|
All
rights offerings that are in the money on the ex-date are applied under the assumption the rights are fully subscribed. The
stock price is adjusted by the value of the rights and the shares outstanding are increased by the rights ratio. The net change
in market capitalization causes a divisor adjustment.
|
Governance
of the S&P/ASX 200 Index
The
S&P/ASX 200 Index is maintained by the Index Committee. S&P Dow Jones chairs the Index Committee, which is composed of
five voting members representing both S&P Dow Jones and the ASX. The Index Committee meets regularly to review market developments
and convenes as needed to address major corporate actions. At each meeting, the Index Committee may review pending corporate actions
that may affect constituents of the S&P/ASX 200 Index, statistics comparing the composition of the S&P/ASX 200 Index to
the market, companies that are being considered as candidates for addition to the S&P/ASX 200 Index and any significant market
events. In addition, the Index Committee may revise the S&P/ASX 200 Index’s policy covering rules for selecting companies,
treatment of dividends, share counts or other matters.
License
Agreement
Wells
Fargo & Company, our parent company, and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the S&P/ASX 200 Index in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and S&P Dow Jones provides that the following language must be stated
in this market measure supplement:
“The
securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow
Jones nor its third party licensors make any representation or warranty, express or implied, to the owners of the securities or
any member of the public regarding the advisability of investing in securities generally or in the securities particularly or
the ability of the S&P/ASX 200 Index to track general stock market performance. S&P Dow Jones’ and its third party
licensor’s only relationship to Wells Fargo & Company and Wells Fargo Finance LLC is the licensing of certain trademarks
and trade names of S&P Dow Jones and the third party licensors and of the S&P/ASX 200 Index which is determined, composed
and calculated by S&P Dow Jones or its third party licensors without regard to Wells Fargo & Company, Wells Fargo Finance
LLC or the securities. S&P Dow Jones and its third party licensors have no obligation to take the needs of Wells Fargo &
Company, Wells Fargo Finance LLC or the owners of the securities into consideration in determining, composing or calculating the
S&P/ASX 200 Index. Neither S&P Dow Jones nor its third party licensors are responsible for or have participated in the
determination of the prices and amount of the securities or the timing of the issuance or sale of the securities or in the determination
or calculation of the equation by which the securities is to be converted into cash. S&P Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the securities.
NEITHER
S&P DOW JONES, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF THE S&P/ASX 200 INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH
RESPECT
THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR
ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P/ASX 200 INDEX
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES
OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.”
THE
SWISS MARKET INDEX
We
obtained all information contained in this market measure supplement regarding the Swiss Market Index (SMI®) (the
“SMI®”), including, without limitation, its make-up, method of calculation and changes in its
components, from publicly available information. That information reflects the policies of, and is subject to change by, SIX Swiss
Exchange Ltd (“SSE”), the index sponsor. SSE has no obligation to continue to publish, and may discontinue
publication of, the SMI® at any time. Neither we nor the agent has independently verified the accuracy or completeness
of any information with respect to the SMI® in connection with the offer and sale of securities.
In
addition, information about the SMI® may be obtained from other sources including, but not limited to, the SMI®
sponsor’s website (including information regarding (i) the SMI®’s top ten constituents and their
respective weightings and (ii) the sector weightings of the SMI®). We are not incorporating by reference into this
document the website or any material it includes. Neither we nor the agent makes any representation that such publicly available
information regarding the SMI® is accurate or complete.
The
SMI® is a capped free-float adjusted market capitalization-weighted price return index of the Swiss equity market.
The SMI® was standardized on June 30, 1988 with an initial baseline value of 1,500 points.
The
SMI® does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the securities
will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition
of the SMI®
The
SMI® is composed of the most highly capitalized and liquid stocks of the Swiss Performance Index®
(“SPI®”) and represents more than 75% of the free-float market capitalization of the Swiss equity
market. The SMI® is composed of the 20 highest ranked securities of the SPI®, where the ranking
of each security is determined by a combination of the following criteria:
|
•
|
average
free-float market capitalization over the last twelve months (compared to the capitalization
of the entire SPI®); and
|
|
•
|
cumulated
on order book turnover over the last twelve months (compared to the total turnover of
the SPI®).
|
Both
figures are each given a weighting of 50% and the result is ranked in descending order to form the selection list. Securities
ranked 23 or lower in the selection list are excluded from the SMI®. The first 18 securities of the selection list
are selected directly into the SMI®. To reduce fluctuations in the SMI®, a buffer is applied for
securities ranked 19 to 22. Out of the candidates from ranks 19 to 22, current components are selected with priority over the
other candidates. New components out of the buffer are selected until 20 components have been reached.
Instruments
that are primary listed on more than one stock exchange and generate less than 50% of their total turnover at SIX Swiss Exchange
need to fulfill additional liquidity criteria in order to be selectable for the SMI®. For this purpose, all components
of the SPI® are ranked based on their cumulated order book turnover over the past 12 months relative to the total
turnover of the index universe. For this list, only turnovers of stock exchanges are considered where the instrument is primary
listed. Such an instrument with several primary listings must rank among the first 18 components on the order book turnover list
in order to be selectable for the SMI®. Such an instrument is excluded from the SMI® once it reaches
23 or lower.
Capped
Weighting of the SMI®
Each
security included in the SMI® is weighted according to its free-float market capitalization, which is calculated
by multiplying a security’s price by the number of shares and a free-float factor (as described below), subject to the capping
requirements described herein. The number of shares and the free-float factor are reviewed on a quarterly basis. Each security
included in the SMI® with a free-float market capitalization larger than 18% of the total market capitalization
of the SMI® is capped to that weight of 18% at each quarterly review.
Additionally,
the components of the SMI® are capped at 18% between two ordinary index reviews as soon as two components exceed
a weight of 20% each. If such an intra-quarter breach is observed after the close of markets, the new cap factors are calculated
so that any component has a maximum weight of 18%. This cap factor is set to be effective after the close of the following trading
day.
The
free-float factor is a relative fraction multiplied by the number of shares used with the aim of ensuring that only shares that
are available for trading are considered in the calculation of the SMI®. The free-float factor is calculated only
for shares with voting rights. Large positions in a security that reach or exceed the threshold of 5% and are held in firm hands
are subtracted from the total market capitalization. The following positions in a security are deemed to be held in firm hands:
|
•
|
Shareholding
that has been acquired by one person or a group of persons who are subject to a shareholder
or lockup agreement.
|
|
•
|
Shareholding
that has been acquired by one person or a group of persons who, according to publicly
known facts, have a long-term interest in a company.
|
Notwithstanding
the above, positions in securities held by institutions of the following kind are deemed free-floating: custodian nominees, trustee
companies, investment funds, pension funds and investment companies. SSE classifies at its own discretion persons and groups of
persons who cannot be clearly assigned because of their area of activity or the absence of important information. Fund instruments
are set to be freely tradable and therefore the free-float factor is defined to be 100%.
If
an issuer has issued more than one equity instrument (e.g., registered shares, bearer shares, participation certificates or bonus
certificates) it is possible that one issuer is represented in the SMI® with more than one instrument. In this
case, the free-float market capitalization of those instruments is cumulated for the calculation of the cap factors. If the cumulated
index weight exceeds the 18% threshold, the weight is capped accordingly. The cumulated, capped index weight is distributed proportionally
based on the free-float market capitalization of those instruments.
Calculation
of the SMI®
The
SMI® is calculated using the Laspeyres method with the weighted arithmetic mean of a defined number of securities
issues. The index level is calculated by dividing the market capitalizations of all securities included in the SMI®
by a divisor:
where:
I
= index value
|
t
= time
|
c
= capping factor
|
i
= specific component in the index
|
|
|
|
|
M =
market value
|
s =
number of shares
|
p =
price
|
|
D =
divisor
|
f =
free-float factor
|
x =
exchange rate
|
n = number
of index components
|
The
weight of a specific index component is determined by the fraction of its total shares that is available in the market which is
defined as the product of the listed shares (si,t) and the free-float factor (fi,t). The cap
factor (ci,t) is used to scale the relative weight of an index component. To receive the free-float market capitalization
of the component, the weight is multiplied by the price (pi,t) in index currency (xi,t).
The
divisor is a technical number used to calculate the SMI®. If the market capitalization changes due to a corporate
event, the divisor changes while the index value remains the same. The new divisor is calculated on the evening of the day before
the corporate event takes effect.
In
calculating the SMI®, the last-paid price for a given instrument is taken into account. To determine the opening
value of the SMI®, if no price has been paid on the day of calculation, the previous day’s closing price
is used. Only the prices achieved via the electronic order book of the SSE are used. Since the opening phase may cause price fluctuations,
the SMI® is first calculated two minutes after the start of on order book trading. For the closing value of the
SMI®, the individual component closing prices from the closing auction are used. If no closing price is available,
the price is used which was used in the calculation of the previous index tick.
A
final settlement value (“FSV”) for use in derivatives is calculated using the first-paid price between 9:00:00
CET and 9:02:15 CET on each business day. If no price is available during this period for a component, the last available price
is used.
Maintenance
of the SMI®
Ordinary
Index Review
Each
year on the third Friday of September, the composition of the SMI® is updated in the ordinary index review based
on the selection list of June. With the cut-off dates on March 31, September 30 and December 31, a provisional selection list
is created, which serves as the basis for the adjustment of extraordinary corporate actions. The number of securities and free-float
shares are adjusted on four ordinary adjustment dates a year: the third Friday in March, June, September and December.
Extraordinary
Corporate Actions
An
extraordinary corporate action is an initial public offering (“IPO”), merger and acquisition activity, spin-off,
insolvency or any other event that leads to a listing or delisting. An extraordinary corporate action has an ex-date, but its
effect can usually not be calculated by a generic predefined formula. In most cases, an extraordinary corporate action leads to
a new listing or delisting and subsequently there is a change in the composition of the SMI® and in the component
weights of the composition of the SMI®.
Newly
listed instruments that fulfill the selection rules of the SMI® are extraordinarily included in the SMI®
on their second trading day and the SMI® is adjusted with the free-float market capitalization at the close
of the first trading day. The extraordinary inclusion of a newly listed instrument in the SMI® can lead to an extraordinary
replacement of an existing index component. Extraordinary inclusions are implemented after a notification period of 5 trading
days. The adjusted cap factors are implemented after a notification period of generally 5 trading days, but no less than one trading
day.
If
an IPO of a real estate instrument leads to an extraordinary inclusion, it is included in the SMI® in three equal
stages. This is achieved by the gradual increase of the number of shares or the free-float factor over three trading days starting
on the second trading day.
In
case of a delisting, the exclusion of a component of the SMI® is made, if possible, on the next ordinary index
review date on the third Friday of March, June, September or December. However, if the delisting would be effective before the
ordinary index review, the component is excluded from the SMI® on the effective date of the delisting. If a component
is excluded from the SMI® outside of the ordinary index review, it is replaced by the best-ranked candidate on
the selection list that is not yet part of the SMI® in order to maintain a stable number of components within the
SMI®. Extraordinary exclusions are implemented after a notification period of 5 trading days. Adjusted cap factors
are implemented after a notification period of generally 5 trading days and in no case less than one trading day.
Extraordinary
inclusions in the SMI® take place if the selection rules for the SMI® are fulfilled after a three-month
period. This occurs on a quarterly basis after the close of trading on the third Friday of March, June, September and December
as follows:
Latest
Listing Date
|
|
Earliest
Extraordinary Acceptance Date
|
|
|
|
5
trading days prior to the end of November
|
|
March
|
Latest
Listing Date
|
|
Earliest
Extraordinary Acceptance Date
|
|
|
|
5
trading days prior to the end of February
|
|
June
|
|
|
|
5
trading days prior to the end of May
|
|
September
|
|
|
|
5
trading days prior to the end of August
|
|
December
|
In
the case of major market changes as a result of a corporate action, an instrument may be admitted to the SMI® outside
of the accepted admission period as long as it clearly fulfills the index selection rules. For the same reasons, a component can
be excluded if the requirements for admission to the SMI® are no longer fulfilled.
License
Agreement
“SIX
Swiss Exchange Ltd (“SIX Swiss Exchange”) and its licensors (“Licensors”) have no relationship
to us, other than the licensing of the Swiss Market Index (SMI®) and the related trademarks to Wells Fargo &
Company, our parent company, for use in connection with the securities.
SIX
Swiss Exchange and its Licensors do not: sponsor, endorse, sell or promote the securities; recommend that any person
invest in the securities; have any responsibility or liability for or make any decisions about the timing, amount or pricing of
securities; have any responsibility or liability for the administration, management or marketing of the securities; consider the
needs of the securities or the owners of the securities in determining, composing or calculating the Swiss Market Index (SMI®)
or have any obligation to do so. SIX Swiss Exchange and its Licensors give no warranty, and exclude any liability (whether
in negligence or otherwise), in connection with the securities or their performance.
SIX
Swiss Exchange does not assume any contractual relationship with the purchasers of the securities or any other third parties.
Specifically,
SIX Swiss Exchange and its Licensors do not give any warranty, express or implied, and exclude any liability for: the results
to be obtained by the securities, the owner of the securities or any other person in connection with the use of the Swiss Market
Index (SMI®) and the data included in the Swiss Market Index (SMI®); the accuracy, timeliness, and
completeness of the Swiss Market Index (SMI®) and its data; the merchantability and the fitness for a particular
purpose or use of the Swiss Market Index (SMI®) and its data; the performance of the securities generally.
SIX
Swiss Exchange and its Licensors give no warranty and exclude any liability, for any errors, omissions or interruptions in the
Swiss Market Index (SMI®) or its data. Under no circumstances will SIX Swiss Exchange or its Licensors be liable
(whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising
as a result of such errors, omissions or interruptions in the Swiss Market Index (SMI®) or its data or generally
in relation to the securities, even in circumstances where SIX Swiss Exchange or its Licensors are aware that such loss or damage
may occur. The licensing Agreement between Wells Fargo & Company and SIX Swiss Exchange is solely for their benefit and not
for the benefit of the owners of the securities or any other third parties.”
THE
TOPIX® INDEX
We
obtained all information contained in this market measure supplement regarding the TOPIX® Index, including, without
limitation, its make-up, method of calculation and changes in its components, from publicly available information. This information
reflects the policies of, and is subject to change by, the Tokyo Stock Exchange (“TSE”), the index sponsor.
The TSE has no obligation to continue to publish, and may discontinue publication of, the TOPIX® Index at any time.
Neither we nor the agent has independently verified the accuracy or completeness of any information with respect to the TOPIX®
Index in connection with the offer and sale of securities.
In
addition, information about the TOPIX® Index may be obtained from other sources including, but not limited to,
the TOPIX® Index sponsor’s website (including information regarding the TOPIX® Index’s
sector weightings). We are not incorporating by reference into this document the website or any material it includes. Neither
we nor the agent makes any representation that such publicly available information regarding the TOPIX® Index is
accurate or complete.
General
The
TOPIX® Index (also known as the “Tokyo Stock Price Index®”) was developed by
the TSE. The TOPIX Index is a free-float adjusted market capitalization-weighted index that is calculated based on all the domestic
common stocks listed on the TSE First Section. Publication of the TOPIX® Index began on July 1, 1969, based on
an initial index value of 100 at January 4, 1968, which was reset at 1,000 on April 1, 1998. The TSE is responsible for calculating
and maintaining the TOPIX® Index and can add, delete or substitute the stocks underlying the TOPIX® Index
or make other methodological changes that could change the value of the TOPIX® Index. The TOPIX®
Index is computed and published every second via TSE’s Market Information System and is reported to securities companies
across Japan and available worldwide through computerized information networks.
The
TOPIX® Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on
the securities will not produce the same return you would receive if you were able to purchase such underlying stocks and hold
them until maturity.
Composition
of the TOPIX® Index
The
component stocks of the TOPIX® Index consist of all Japanese common stocks of all issues listed on the First Section
of the TSE. Securities such as subscription warrants, preferred stock and equity contribution are not included in the TOPIX Index.
The TSE Japanese stock market is divided into three sections: the First Section, the Second Section and the Mothers (market of
the high-growth and emerging stocks). Listings of stocks on the TSE are divided between these three sections, with stocks listed
on the First Section typically being limited to larger, longer established and more actively traded issues, stocks listed on the
Second Section typically being limited to mid-sized companies and stocks listed on the Mothers typically being limited to high-growth
start-up companies.
Calculation
of the TOPIX® Index
The
TOPIX® Index is a free-float adjusted market capitalization-weighted index. The TOPIX® Index is
not expressed in Japanese Yen, but is presented in terms of points (as a decimal figure), rounded to the nearest one-hundredth.
The TOPIX® Index is calculated by multiplying 100 by the figure obtained by dividing the current free-float adjusted
market value (the current market price per share at the time of the index calculation multiplied by the applicable number of free-float
adjusted common shares listed on the First Section of the TSE at the same instance) (the “Current Market Value”)
by the base market value (i.e., the Current Market Value on the base date) (the “Base Market Value”).
The
calculation of the TOPIX® Index can be represented by the following formula:
Index
|
=
|
Current
Market Value
|
x
|
100
|
Base
Market Value
|
Number
of Shares Used for Index Calculation. The number of shares used in the above calculation is adjusted by multiplying the number
of shares listed by a free-float weight (“FFW”) ratio. The FFW ratio is the percentage of listed shares deemed
to be available for trading in the public market. The purpose of the FFW ratio is to exclude shares that are deemed to be not
available to investors in the public markets. The TSE considers the following to be non-free-float shares: shares held by the
top 10 major shareholders, treasury and other similar stock (including certain cross-share holdings that have limited voting rights),
shares held by board members and other representatives and other shares deemed by the TSE to unavailable for trading in the market.
Maintenance
of the TOPIX® Index
Addition
and Deletion of Constituents.
Additions
to the component stocks can occur (1) through the initial listing of a company (directly or via another stock exchange), with
such changes taking effect on the last business day of the month after such initial listing; (2) as a result of changes in listing
from the Second Section, the Mothers or the JASDAQ markets to the First Section, with such changes taking effect on the last business
day of the month after such change, as applicable; or (3) through the initial listing of a new company resulting from a corporate
consolidation, with such changes taking effect on the new listing date.
Deletions
of constituents are conducted due to (1) delisting resulting from a corporate consolidation when the surviving company re-lists
with the TSE, with such changes taking effect on the initial listing date of the new company (normally three business days after
the delisting date); (2) delisting of a company for any other reason, with such changes taking effect on the delisting date; (3)
designation of stocks to be delisted, with such changes taking effect four business days after such designation; or (4) changes
in listing from the First Section to the Second Section or the JASDAQ, with such changes taking effect on the date of such change.
Changes
in Number of Shares Used for Index Calculation.
Changes
in the number of shares will be made due to changes to the free-float weight ratio using the stock price at the end of trading
on the business day before the adjustment date. The free float weight ratio assigned to each listed company is reviewed annually,
with timings that vary according to the settlement terms of each such listed company. Free float weights may also be subject to
extraordinary review in the case of certain corporate actions (e.g., allocation of new shares to a third party, conversion of
preferred shares or exercise of subscription warrants, company spin-offs, mergers, acquisitions, take-over bids) and for other
reasons the TSE believes appropriate.
In
addition, changes in the number of shares will be made for certain other events including: public offering, third-party-allotment,
issues to shareholders with payment, exercise of subscription warrants, conversion of preferred stock, cancellation of treasury
stock, merger/acquisition, sale of shares held by the Japanese government (Nippon Telegraph and Telephone, Japan Tobacco and Japan
Post Holdings), rights offering (limited to cases where the allotted subscription warrant securities are listed), company split
(merged split) and other events for which adjustments are deemed appropriate, such as stock splits.
Adjustments
to Base Market Value. Whenever the market value of the TOPIX® Index changes due to an increase or decrease
in constituent issues, capital raising or similar events other than market fluctuations, the Base Market Value is adjusted with
the aim of maintaining continuity. Such events requiring adjustment include the addition or removal of component stocks as well
as changes in the number of shares used for index calculation.
The
formula for the adjustment is as follows:
Previous
Business Day Market Value
|
=
|
(Previous
Business Day Market Value ± Adjustment Amount)
|
Pre-Adjustment
Base Market Value
|
New
Base Market Value after adjustment
|
where
Adjustment Amount is equal to the changes in the number of shares included in the calculation of the TOPIX® Index
multiplied by the price of those shares used for the purposes of the adjustment.
Therefore,
New
Base Market Value
|
=
|
Old
Base Market Value x
(Previous Business Day Market Value ± Adjustment Amount)
|
Previous
Business Day Market Value
|
The
Base Market Value remains at the new value until a further adjustment is necessary as a result of another change. As a result
of such change affecting the Current Market Value or any stock underlying the TOPIX® Index, the Base Market Value
is adjusted in such a way that the new value of the TOPIX® Index will equal the level of the TOPIX®
Index immediately prior to such change. No adjustment is made to the Base Market Value, however, in the case of events such as
stock splits, gratis allotment of shares (limited to cases where the allotment is of treasury stock) and reverse splits, which
theoretically do not affect market value.
Information
on the reasons for base market value adjustments, details on the adjustments, adjustment dates and other data is available through
TSE’s notice system, published daily by TSE based on reports and other information from listed companies.
License
Agreement
Wells
Fargo & Company, our parent Company, and the TSE expect to enter into a non-transferable, non-exclusive license agreement
providing for the license to Wells Fargo & Company and certain of its affiliated or subsidiary companies (including us), in
exchange for a fee, of the right to use the TOPIX® Index in connection with the issuance of the securities.
The
license agreement between Wells Fargo & Company and TSE provides that the following language must be stated in this market
measure supplement:
|
•
|
The
TOPIX® Index Value and the TOPIX® Trademarks are subject
to the intellectual property rights owned by the Tokyo Stock Exchange, Inc. and the Tokyo
Stock Exchange, Inc. owns all rights relating to the TOPIX® Index, such
as calculation, publication and use of the TOPIX® Index Value and relating
to the TOPIX® Trademarks.
|
|
•
|
The
Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation
or publication, to cease the calculation or publication of the TOPIX®
Index Value or to change the TOPIX® Trademarks or cease the use thereof.
|
|
|
|
|
•
|
The
Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever, either as
to the results stemming from the use of the TOPIX® Index Value and the
TOPIX® Trademarks or as to the figure at which the TOPIX®
Index Value stands on any particular day.
|
|
|
|
|
•
|
The
Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of the
TOPIX® Index Value and data contained therein. Further, the Tokyo Stock
Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed
or interrupted publication of the TOPIX® Index Value.
|
|
|
|
|
•
|
The
securities are in no way sponsored, endorsed or promoted by the Tokyo Stock Exchange,
Inc.
|
|
|
|
|
•
|
The
Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the
securities or any advice on investments to any purchaser of the securities or to the
public.
|
|
|
|
|
•
|
The
Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes
into account any needs of the issuer or any purchaser of the securities, for calculation
of the TOPIX Index Value.
|
|
|
|
|
•
|
Including
but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible
for any damage resulting from the issue and sale of the securities.
|
DESCRIPTION
OF EXCHANGE-TRADED FUNDS
Included
below is a brief description of potential Funds to which the securities may be linked. This information has been obtained from
publicly available sources, without independent verification.
The
sponsor of each Fund is required to file information specified by the Securities and Exchange Commission (the “SEC”)
periodically. Information provided to or filed with the SEC under the Securities Act of 1933, as amended (the “Securities
Act”), and the Investment Company Act of 1940, as amended (the “Investment Company Act”) can be located
by reference to the applicable Fund’s SEC file numbers (as set forth below) and can be inspected and copied at the public
reference facilities maintained by the SEC or through the SEC’s website at www.sec.gov. In addition, information may be
obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated
documents. None of such publicly available information is incorporated by reference into this market measure supplement.
This
market measure supplement and any applicable pricing supplement relates only to the securities offered thereby and does not relate
to any Fund. We have derived all disclosures contained in this market measure supplement regarding the Funds from the publicly
available documents described in the preceding paragraph. In connection with the offering of the securities, neither we nor the
agent has participated in the preparation of such documents or made any due diligence inquiry with respect to any Fund. Neither
we nor the agent has independently verified the accuracy or completeness of any information with respect to any Fund in connection
with the offer and sale of securities. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof
(including events that would affect the accuracy or completeness of the publicly available documents described in the preceding
paragraph) that would affect the trading price of a Fund (and therefore the price of such Fund at the time we price any applicable
securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose
material future events concerning a Fund could affect the payment at maturity with respect to the applicable securities and therefore
the trading prices of such securities.
We
and/or our affiliates may presently or from time to time engage in business with a Fund. In the course of such business, we and/or
our affiliates may acquire non-public information with respect to such Fund, and neither we nor any of our affiliates undertakes
to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect
to a Fund. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities
under the securities laws.
THE
INVESCO QQQ TRUSTSM, SERIES 1
The
Invesco QQQ TrustSM, Series 1 is a unit investment trust designed to generally correspond to the price and yield performance,
before fees and expenses, of the Nasdaq-100 Index®. The Invesco QQQ TrustSM, Series 1 is organized under
New York law and is governed by a trust agreement between The Bank of New York Mellon, as trustee, and Invesco Capital Management
LLC, as sponsor. The Invesco QQQ TrustSM, Series 1’s SEC file numbers are 333-61001 and 811-08947. The Invesco
QQQ TrustSM, Series 1 is listed on the Nasdaq Stock Market under the ticker symbol “QQQ.”
For
a description of the Nasdaq-100 Index®, please see “Description of Equity Indices—The Nasdaq-100 Index®”
in this market measure supplement.
THE
ISHARES® MSCI EAFE ETF
The
iShares® MSCI EAFE ETF is issued by the iShares® Trust, a registered investment company. The iShares®
MSCI EAFE ETF seeks investment results that correspond generally to the price and yield performance, before fees and expenses,
of the MSCI EAFE Index®. The iShares® MSCI EAFE ETF’s SEC file numbers are 333-92935 and 811-09729.
The iShares® MSCI EAFE ETF is listed on the NYSE Arca, Inc. under the ticker symbol “EFA.”
For
a description of the MSCI EAFE Index®, please see “Description of Equity Indices—The MSCI Indices”
in this market measure supplement.
THE
ISHARES® MSCI EMERGING MARKETS ETF
The
iShares® MSCI Emerging Markets ETF is issued by iShares®, Inc., a registered investment company.
The iShares® MSCI Emerging Markets ETF seeks investment results that correspond generally to the price and yield
performance, before fees and expenses, of the MSCI Emerging Markets IndexSM. The iShares® MSCI Emerging
Markets ETF’s SEC file numbers are 033-97598 and 811-09102. The iShares® MSCI Emerging Markets ETF is listed
on the NYSE Arca, Inc. under the ticker symbol “EEM.”
For
a description of the MSCI Emerging Markets IndexSM, please see “Description of Equity Indices—The MSCI
Indices” in this market measure supplement.
THE
ISHARES® RUSSELL 2000 ETF
The
iShares® Russell 2000 ETF is issued by the iShares® Trust, a registered investment company. The
iShares® Russell 2000 ETF seeks investment results that correspond generally to the price and yield performance,
before fees and expenses, of the Russell 2000® Index. The iShares® Russell 2000 ETF’s SEC
file numbers are 333-92935 and 811-09729. The iShares® Russell 2000 ETF is listed on the NYSE Arca, Inc. under
the ticker symbol “IWM.”
For
a description of the Russell 2000® Index, please see “Description of Equity Indices—The Russell Indices”
in this market measure supplement.
THE
ISHARES® RUSSELL MID-CAP ETF
The
iShares® Russell Mid-Cap ETF is issued by the iShares® Trust, a registered investment company. The
iShares® Russell Mid-Cap ETF seeks investment results that correspond generally to the price and yield performance,
before fees and expenses, of the Russell Midcap® Index. The iShares® Russell Mid-Cap ETF’s
SEC file numbers are 333-92935 and 811-09729. The iShares® Russell Mid-Cap ETF is listed on the NYSE Arca, Inc.
under the ticker symbol “IWR.”
For
a description of the Russell Midcap® Index, please see “Description of Equity Indices—The Russell Indices”
in this market measure supplement.
THE
ISHARES® U.S. REAL ESTATE ETF
The
iShares® U.S. Real Estate ETF is issued by the iShares® Trust, a registered investment company.
The iShares® U.S. Real Estate ETF seeks investment results that correspond generally to the price and yield performance,
before fees and expenses, of the Dow Jones U.S. Real Estate Index. The iShares® U.S. Real Estate ETF’s SEC
file numbers are 333-92935 and 811-09729. The iShares® U.S. Real Estate ETF is listed on the NYSE Arca, Inc. under
the ticker symbol “IYR.”
For
a description of the Dow Jones U.S. Real Estate Index, please see “Description of Equity Indices—Dow Jones U.S. Real
Estate Index” in this market measure supplement.
THE
SPDR® DOW JONES INDUSTRIAL AVERAGE® ETF TRUST
The
SPDR® Dow Jones Industrial Average® ETF Trust is a unit investment trust designed to generally correspond,
before expenses, to the price and yield performance of the Dow Jones Industrial Average®. The SPDR®
Dow Jones Industrial Average® ETF Trust is organized under New York law and is governed by a trust agreement between
State Street Global Advisors Trust Company, as trustee, and PDR Services LLC, as sponsor. The SPDR® Dow Jones Industrial
Average® ETF Trust’s SEC file numbers are 333-31247 and 811-09170. The SPDR® Dow Jones Industrial
Average® ETF Trust is listed on the NYSE Arca, Inc. under the ticker symbol “DIA.”
For
a description of the Dow Jones Industrial Average®, please see “Description of Equity Indices—The Dow
Jones Industrial Average®” in this market measure supplement.
THE
SPDR® S&P 500® ETF TRUST
The
SPDR® S&P 500® ETF Trust is a unit investment trust designed to generally correspond, before
expenses, to the price and yield performance of the S&P 500® Index. The SPDR® S&P 500®
ETF Trust is organized under New York law and is governed by a trust agreement between State Street Global Advisors Trust
Company, as trustee, and PDR Services LLC, as sponsor. The SPDR® S&P 500® ETF Trust’s
SEC file numbers are 033-46080 and 811-06125. The SPDR® S&P 500® ETF Trust is listed on the
NYSE Arca, Inc. under the ticker symbol “SPY.” As of the date of this market measure supplement, Wells Fargo
& Company, our parent company, is one of the companies included in the SPDR® S&P 500® ETF
Trust and the S&P 500® Index.
For
a description of the S&P 500® Index, please see “Description of Equity Indices—The S&P Indices”
in this market measure supplement.
THE
SPDR® S&P MIDCAP 400® ETF TRUST
The
SPDR® S&P MidCap 400® ETF Trust is a unit investment trust designed to generally correspond,
before expenses, to the price and yield performance of the S&P MidCap 400® Index. The SPDR®
S&P MidCap 400® ETF Trust is organized under New York law and is governed by a trust agreement between The
Bank of New York Mellon, as trustee, and PDR Services LLC, as sponsor. The SPDR® S&P MidCap 400®
ETF Trust’s SEC file numbers are 033-89088 and 811-08972. The SPDR® S&P MidCap 400® ETF
Trust is listed on the NYSE Arca, Inc. under the ticker symbol “MDY.”
For
a description of the S&P MidCap 400® Index, please see “Description of Equity Indices—The S&P
Indices” in this market measure supplement.
THE
CONSUMER DISCRETIONARY SELECT SECTOR SPDR® FUND
The
Consumer Discretionary Select Sector SPDR® Fund is issued by the Select Sector SPDR®` Trust, a registered
open-end management investment company. The Consumer Discretionary Select Sector SPDR® Fund seeks investment results
that correspond generally to the price and yield performance, before expenses, of the Consumer Discretionary Select Sector Index.
The Consumer Discretionary Select Sector SPDR® Fund’s SEC file numbers are 333-57791 and 811-08837. The Consumer
Discretionary Select Sector SPDR® Fund is listed on the NYSE Arca, Inc. under the ticker symbol “XLY.”
For
a description of the Consumer Discretionary Select Sector Index, please see “Description of Equity Indices—The Select
Sector Indices” in this market measure supplement.
THE
ENERGY SELECT SECTOR SPDR® FUND
The
Energy Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end
management investment company. The Energy Select Sector SPDR® Fund seeks investment results that correspond generally
to the price and yield performance, before expenses, of the Energy Select Sector Index. The Energy Select Sector SPDR®
Fund’s SEC file numbers are 333-57791 and 811-08837. The Energy Select Sector SPDR® Fund is listed
on the NYSE Arca, Inc. under the ticker symbol “XLE.”
For
a description of the Energy Select Sector Index, please see “Description of Equity Indices—The Select Sector Indices”
in this market measure supplement.
THE
FINANCIAL SELECT SECTOR SPDR® FUND
The
Financial Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end
management investment company. The Financial Select Sector SPDR® Fund seeks investment results that correspond
generally to the price and yield performance, before expenses, of the Financial Select Sector Index. The Financial Select Sector
SPDR® Fund’s SEC file numbers are 333-57791 and 811-08837. The Financial Select Sector SPDR®
Fund is listed on the NYSE Arca, Inc. under the ticker symbol “XLF.” As of the date of this market measure
supplement, Wells Fargo & Company, our parent company, is one of the companies included in the Financial Select Sector SPDR®
Fund and the Financial Select Sector Index.
For
a description of the Financial Select Sector Index, please see “Description of Equity Indices—The Select Sector Indices”
in this market measure supplement.
THE
HEALTH CARE SELECT SECTOR SPDR® FUND
The
Health Care Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end
management investment company. The Health Care Select Sector SPDR® Fund seeks investment results that correspond
generally to the price and yield performance, before expenses, of the Health Care Select Sector Index. The Health Care Select
Sector SPDR® Fund’s SEC file numbers are 333-57791 and 811-08837. The Health Care Select Sector SPDR®
Fund is listed on the NYSE Arca, Inc. under the ticker symbol “XLV.”
For
a description of the Health Care Select Sector Index, please see “Description of Equity Indices—The Select Sector
Indices” in this market measure supplement.
THE
INDUSTRIAL SELECT SECTOR SPDR® FUND
The
Industrial Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end
management investment company. The Industrial Select Sector SPDR® Fund seeks investment results that correspond
generally to the price and yield performance, before expenses, of the Industrial Select Sector Index. The Industrial Select Sector
SPDR® Fund’s SEC file numbers are 333-57791 and 811-08837. The Industrial Select Sector SPDR®
Fund is listed on the NYSE Arca, Inc. under the ticker symbol “XLI.”
For
a description of the Industrial Select Sector Index, please see “Description of Equity Indices—The Select Sector Indices”
in this market measure supplement.
THE
TECHNOLOGY SELECT SECTOR SPDR® FUND
The
Technology Select Sector SPDR® Fund is issued by the Select Sector SPDR® Trust, a registered open-end
management investment company. The Technology Select Sector SPDR® Fund seeks investment results that correspond
generally to the price and yield performance, before expenses, of the Technology Select Sector Index. The Technology Select Sector
SPDR® Fund’s SEC file numbers are 333-57791 and 811-08837. The Technology Select Sector SPDR®
Fund is listed on the NYSE Arca, Inc. under the ticker symbol “XLK.”
For
a description of the Technology Select Sector Index, please see “Description of Equity Indices—The Select Sector Indices”
in this market measure supplement.
THE
SPDR® S&P® BIOTECH ETF
The
SPDR® S&P® Biotech ETF is issued by the SPDR® Series Trust, a registered open-end
management investment company. The SPDR® S&P® Biotech ETF seeks to provide investment results
that, before fees and expenses, correspond generally to the total return performance of the S&P® Biotechnology
Select Industry Index. The SPDR® S&P® Biotech ETF’s SEC file numbers are 333-57793
and 811-08839. The SPDR® S&P® Biotech ETF is listed on the NYSE Arca, Inc. under the ticker
symbol “XBI.”
For
a description of the S&P® Biotechnology Select Industry Index, please see “Description of Equity Indices—The
S&P Select Industry Indices” in this market measure supplement.
THE
SPDR® S&P® HOMEBUILDERS ETF
The
SPDR® S&P® Homebuilders ETF is issued by the SPDR® Series Trust, a registered
open-end management investment company. The SPDR® S&P® Homebuilders ETF seeks to provide investment
results that, before fees and expenses, correspond generally to the total return performance of the S&P® Homebuilders
Select Industry Index. The SPDR® S&P® Homebuilders ETF’s SEC file numbers are 333-57793
and 811-08839. The SPDR® S&P® Homebuilders ETF is listed on the NYSE Arca, Inc. under the ticker
symbol “XHB.”
For
a description of the S&P® Homebuilders Select Industry Index, please see “Description of Equity Indices—The
S&P Select Industry Indices” in this market measure supplement.
THE
SPDR® S&P® OIL & GAS EXPLORATION & PRODUCTION ETF
The
SPDR® S&P® Oil & Gas Exploration & Production ETF is issued by the SPDR®
Series Trust, a registered open-end management investment company. The SPDR® S&P® Oil &
Gas Exploration & Production ETF seeks to provide investment results that, before fees and expenses, correspond generally
to the total return performance of the S&P® Oil & Gas Exploration & Production Select Industry
Index. The SPDR® S&P® Oil & Gas Exploration & Production ETF’s SEC file numbers
are 333-57793 and 811-08839. The SPDR® S&P® Oil & Gas Exploration & Production
ETF is listed on the NYSE Arca, Inc. under the ticker symbol “XOP.”
For
a description of the S&P® Oil & Gas Exploration & Production Select Industry Index, please
see “Description of Equity Indices—The S&P Select Industry Indices” in this market measure supplement.
THE
SPDR® S&P® RETAIL ETF
The
SPDR® S&P® Retail ETF is issued by the SPDR® Series Trust, a registered open-end
management investment company. The SPDR® S&P® Retail ETF seeks to provide investment results
that, before fees and expenses, correspond generally to the total return performance of the S&P® Retail Select
Industry Index. The SPDR® S&P® Retail ETF’s SEC file numbers are 333-57793 and 811-08839.
The SPDR® S&P® Retail ETF is listed on the NYSE Arca, Inc. under the ticker symbol “XRT.”
For
a description of the S&P® Retail Select Industry Index, please see “Description of Equity Indices—The
S&P Select Industry Indices” in this market measure supplement.
THE
VANECK VECTORS® GOLD MINERS ETF
The
VanEck Vectors® Gold Miners ETF is issued by the VanEck Vectors® ETF Trust, a registered open-end
management investment company. The VanEck Vectors® Gold Miners ETF seeks to replicate as closely as possible, before
fees and expenses, the price and yield performance of the NYSE® Arca Gold Miners Index®. The VanEck
Vectors® Gold Miners ETF’s SEC file numbers are 333-123257 and 811-10325. The VanEck Vectors®
Gold Miners ETF is listed on the NYSE Arca, Inc. under the ticker symbol “GDX.”
For
a description of the NYSE® Arca Gold Miners Index®, please see “Description of Equity Indices—NYSE®
Arca Gold Miners Index®” in this market measure supplement.
THE
VANECK VECTORS® OIL SERVICES ETF
The
VanEck Vectors® Oil Services ETF is issued by the VanEck Vectors® ETF Trust, a registered open-end
management investment company. The VanEck Vectors® Oil Services ETF seeks to replicate as closely as possible,
before fees and expenses, the price and yield performance of the MVIS® U.S. Listed Oil Services 25 Index. The VanEck
Vectors® Oil Services ETF’s SEC file numbers are 333-123257 and 811-10325. The VanEck Vectors®
Oil Services ETF is listed on the NYSE Arca, Inc. under the ticker symbol “OIH.”
For
a description of the MVIS® U.S. Listed Oil Services 25 Index, please see “Description of Equity Indices—MVIS®
U.S. Listed Oil Services 25 Index” in this market measure supplement.