As filed with the Securities and Exchange Commission on May 11, 2021

Registration Nos. 333-251538 and 333-251538-01

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM SF-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WF Card Issuance Trust

(Issuing entity in respect of the Notes)

WF Card Funding, LLC

(Depositor)

(Exact name of registrant as specified in its charter)

 

Delaware		94-1347393
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-251538

Central Index Key Number of depositor: 0001833590

WF Card Funding, LLC

(Exact name of depositor as specified in its charter)

Central Index Key Number of sponsor: 0000740906

Wells Fargo Bank, National Association

(Exact name of sponsor as specified in its charter)

WF Card Funding, LLC

550 S. Tryon Street, Floor 10

D1086-103

Charlotte, North Carolina 28202

(866) 263-3059

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeff D. Blake

Senior Company Counsel

Wells Fargo & Company

301 South College Street, 30^th Floor

D1053-300

Charlotte, North Carolina 28202

(866) 263-3059

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Michael H. Mitchell, Esq. Mitchell A. Naumoff, Esq.		Reed D. Auerbach, Esq.

Chapman and Cutler LLP 1717 Rhode Island Avenue, NW Washington, D.C. 20036 (202) 478-6444 (Counsel to Sponsor and Depositor)		Morgan, Lewis & Bockius LLP 101 Park Ave. New York, NY 10178-0060 (212) 309-6200 (Counsel to Underwriters)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form SF–3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form SF–3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered(a)(b)		Proposed maximum offering price per unit(c)		Proposed maximum aggregate offering price(c)		Amount of registration  fee(d)
Notes		$13,556,875,250		100%		$13,556,875,250		$1,479,055.09

 

(a)	With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof.

 

(b)	With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered.

 

(c)	Estimated solely for the purpose of calculating the registration fee.

 

(d)

A registration fee of $109.10 was previously paid in connection with the initial filing of this Registration Statement on December 21, 2020. Pursuant to Rule 457(p) under the Securities Act of 1933, the entire remaining portion of the current registration fee, which is equal to $1,478,945.99, is offset by the unused registration fee of $1,478,945.99 (the “Available Registration Fee”) paid in connection with unsold securities registered by the registrant’s parent, Wells Fargo & Company, under a Registration Statement on Form S-3 (No. 333-216234), initially filed on February 24, 2017, as amended by Post-Effective Amendment No. 1 filed on February 26, 2019 and Post-Effective Amendment No. 2 filed on February 28, 2019. The Available Registration Fee is equal to (i) $1,482,991.42 in registration fees associated with $12,235,902,856.07 in unsold securities registered under that earlier Registration Statement on Form S-3 less (ii) $4,045.43 of that unused registration fee utilized by Wells Fargo & Company in connection with the filing of another Registration Statement on Form S-3 (No. 333-253886) on March 4, 2021, as amended by Pre-Effective Amendment No. 1 filed on April 6, 2021. The utilization of the Available Registration Fee in connection with the filing of this Registration Statement results in a net unpaid registration fee of $0 for this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall subsequently become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

INTRODUCTORY NOTE

This Registration Statement includes a representative form of prospectus relating to the offering by the WF Card Issuance Trust of a multiple tranche series of asset-backed notes.

 

 

3

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not seeking an offer to buy these securities in any state where the offer or sale is prohibited.

 

SUBJECT TO COMPLETION DATED [____] [__], 20[__]

Form of Prospectus Dated [_____], 20[__]

 

Wells Fargo Bank, National Association

Sponsor, Servicer, Calculation Agent and Originator (CIK: 0000740906)

WF Card Funding, LLC

Transferor and Depositor (CIK: 0001833590)

WF Card Issuance Trust

Issuing Entity (CIK: 0001833494)

WFCardSeries

 

		The issuing entity will issue and sell:		Class [•](20[•]-[•]) Notes
		Principal amount		$[•]
		Interest rate		[[•]-month LIBOR plus][•]% per year [(determined as described in this prospectus)1]
		Interest payment dates		[•]th day of each month, beginning in [•] 20[•]
		Expected principal payment date		[•] [•], 20[•]
		Legal maturity date		[•] [•], 20[•]
		Expected issuance date		[•] [•], 20[•]
		Price to public		$[•] (or [•]%)
		Underwriting discount		$[•] (or [•]%)
		Proceeds to the issuing entity		$[•] (or [•]%)

[¹The interest rate for the Class [•](20[•]-[•]) notes will be a rate initially based on [•]-month LIBOR; however, LIBOR may be replaced as the applicable benchmark upon the occurrence of a benchmark transition event and related benchmark replacement date. See “Prospectus Summary—Interest Payments” in this prospectus for more information.]

The Class [•](20[•]-[•]) notes are a tranche of the Class [•] notes of the WFCardSeries [and will be offered by the underwriters to investors at varying prices to be determined at the applicable time of sale. The compensation of the underwriters will be a commission representing the difference between the purchase price for the Class [•](20[•]-[•]) notes paid to the issuing entity and the proceeds from the sales of the Class [•](20[•]-[•]) notes paid to the underwriters by investors].

[Subordination: [Interest and principal on the Class B notes of the WFCardSeries are subordinated to payments on the Class A notes as described in this prospectus.][Interest and principal on the Class C notes of the WFCardSeries are subordinated to payments on the Class A notes and the Class B notes as described in this prospectus.]]

Credit Enhancement: [Interest and principal on the Class B notes, the Class C notes and the Class D notes of the WFCardSeries are subordinated to payments on the Class A notes as described in this prospectus.][Interest and principal on the Class C notes and the Class D notes of the WFCardSeries are subordinated to payments on the Class A

notes and the Class B notes as described in this prospectus.][Interest and principal on the Class D notes are subordinated to payments on the Class A notes, the Class B notes and the Class C notes as described in this prospectus.][The Class C(20[•]-[•]) notes will have the benefit of a Class C reserve subaccount as described in this prospectus.]

[The Class [•](20[•]-[•]) notes will have the benefit of a [type of derivative agreement] provided by [Name of Provider], as derivative counterparty.]

 

Neither the SEC nor any state securities commission has approved or disapproved the notes or determined that this prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.

Underwriters

 

Wells Fargo Securities, LLC
		[•]
				[•]

Information Presented in this Prospectus

WF Card Issuance Trust will issue notes in series and we expect that most series will consist of multiple classes and that most classes will consist of multiple tranches. As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of WF Card Issuance Trust. The Class [•](20[•]-[•]) notes are a tranche of the Class [•] notes of the WFCardSeries. This prospectus describes the specific terms of your series, class and tranche of notes and also provides general information about other series, classes and tranches of notes that have been or may be issued from time to time. Other series, classes and tranches of WF Card Issuance Trust notes, including other tranches of notes that are included in the WFCardSeries as a part of the Class [•] notes or other notes that are included in the Class [•](20[•]-[•]) tranche, may be issued by WF Card Issuance Trust in the future without the consent of, or prior notice to, any noteholders. No series, class or tranche of notes, other than the Class [•](20[•]-[•]) notes, is being offered pursuant to this prospectus. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes.

Currently, the primary asset of WF Card Issuance Trust is receivables arising in selected Visa and American Express revolving credit card accounts and, in the future, could include receivables arising in selected revolving credit card accounts of one or more other major card payment networks, including Mastercard.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on its cover.

We are not offering the Class [•](20[•]-[•]) notes in any state where the offer is not permitted.

Information regarding certain entities that are not affiliates of Wells Fargo Bank, National Association or WF Card Funding, LLC has been provided in this prospectus. See in particular “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—U.S. Bank National Association,” “—Wilmington Trust, National Association” and “—Clayton Fixed Income Services LLC.” The information contained in those sections of this prospectus was prepared solely by the party described in that section without the involvement of Wells Fargo Bank, National Association, WF Card Funding, LLC or any of their affiliates.

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of Wells Fargo Bank, National Association, WF Card Funding, LLC and WF Card Issuance Trust. See “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds).”

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus provides the pages on which these captions are located.

Parts of this prospectus use defined terms. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page [__].

Prohibition of Sales to EU Retail Investors in the European Economic Area

The Class [•](20[•]-[•]) notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EU retail investor in the European Economic

Area (“EEA”). For these purposes, a “EU retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (known as the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (known as the “EU Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to EU retail investors in the EEA has been prepared and therefore offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors in the United Kingdom

The Class [•](20[•]-[•]) notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK retail investor in the United Kingdom (UK). For these purposes, a “UK retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 (as amended), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or regulations made under the FSMA (as such rules and regulations may be amended) to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 (as amended), as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the EUWA (as amended, the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the EU PRIIPs Regulation), as it forms part of UK domestic law by virtue of the EUWA, and as amended (the UK PRIIPs Regulation), for offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to UK retail investors in the UK has been prepared and therefore offering or selling the Class [•](20[•]-[•]) notes or otherwise making them available to any UK retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II Product Governance

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Class [•](20[•]-[•]) notes has led to the conclusion that: (i) the target market for the Class [•](20[•]-[•]) notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Class [•](20[•]-[•]) notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Class [•](20[•]-[•]) notes (a distributor) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Class [•](20[•]-[•]) notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

UK MiFIR Product Governance

Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Class [•](20[•]-[•]) notes has led to the conclusion that: (i) the target market for the Class [•](20[•]-[•]) notes is eligible counterparties and professional clients only, each as defined in the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”); and (ii) all channels for distribution of the Class [•](20[•]-[•]) notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Class [•](20[•]-[•]) notes (a distributor) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Class [•](20[•]-[•]) notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

EU Due Diligence and Risk Retention Rules Considerations

Article 5 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 (the “EU Securitization Regulation”) places certain restrictions and conditions on investments in securitizations (as defined in the EU Securitization Regulation) by “institutional investors,” defined to include (a) credit institutions or investment firms as defined in and for purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (the “CRR”), (b) insurance undertakings or reinsurance undertakings as defined in Directive 2009/138/EC, as amended, (known as “Solvency II”), (c) alternative investment fund managers (“AIFMs”) as defined in Directive 2011/61/EU (known as the AIFMD) that manage or market alternative investment funds in the EU or the UK, (d) certain undertakings for the collective investments in transferable securities (“UCITS”) management companies, as defined in Directive 2009/65/EC, as amended (known as the “UCITS Directive”), or internally managed UCITS, which are investment companies that are authorized in accordance with that Directive and have not designated such management companies for their management, and (e) with certain exceptions, institutions for occupational retirement provision (“IORP”) falling within the scope of Directive (EU) 2016/2341, or investment managers or authorized entities appointed by such institutions for occupational retirement provision as provided in that Directive. Pursuant to Article 14 of the CRR, those conditions also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the CRR.

The EU Securitization Regulation has direct effect in member states of the European Union (the “EU”) and is expected to be implemented by national legislation in other countries in the European Economic Area (the “EEA”). In addition, notwithstanding that the United Kingdom (the “UK”) is no longer a member of the EU, the European Securitization Regulation continues to apply in the UK, pursuant to the withdrawal agreement between the EU and the UK, for the duration of a transition period (the “Transition Period”) which is expected to end on December 31, 2020.

Under the terms and conditions of the [underwriting agreement][EU risk retention agreement] for these Class [•](20[•]-[•]) notes, with reference to Articles 5 and 6 of the EU Securitization Regulation, together with any relevant regulatory technical standards and implementing technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation (together, “delegated regulations and guidance”), each as in effect and applicable on the date of the issuance of the Class [•](20[•]-[•]) notes (referred to, collectively, as the “EU due diligence and risk retention rules”), Wells Fargo Bank, National Association covenants and agrees that:

 

(i)

as “originator” under subsection (a) of Article 2(3) of the EU Securitization Regulation, it currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than five per cent of the nominal value of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator’s interest as provided in option (b) of Article 6(3) of the EU Securitization Regulation, by holding all the membership interest in WF Card Funding, LLC, which in turn holds all or part of the Transferor Interest;

 

(ii)

it will not (and will not permit WF Card Funding, LLC or any of its other affiliates to) sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the retained interest or subject it to any credit risk mitigation or hedging, except to the extent permitted under the EU Securitization Regulation (as supplemented by applicable delegated regulations and guidance) (or any equivalent or similar requirements);

 

(iii)

it will not change the retention option or the method of calculating its net economic interest in the securitized exposures while the Class [•](20[•]-[•]) notes are outstanding, except under exceptional circumstances in accordance with the EU Securitization Regulation (as supplemented by applicable delegated regulations and guidance) (or any equivalent or similar requirements); and

 

(iv)

it will provide ongoing confirmation of its continued compliance with its obligations in clauses (i) and (ii) in this paragraph in or concurrently with the delivery of each monthly noteholders’ statement.

Wells Fargo Bank, National Association is not subject to the EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation and, other than as set forth in the [underwriting agreement][EU risk retention agreement] (as summarized in the previous paragraph), Wells Fargo Bank, National Association does not undertake to take any further action to comply (or to enable affected investors to comply) with the EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation (or any such equivalent or similar requirements), including the delivery of any information beyond that contained in or provided with the monthly noteholders’ statements. In particular, Wells Fargo Bank, National Association does not make any undertaking to comply with the transparency requirements in Article 7 of the EU Securitization Regulation (or any equivalent or similar requirements) or to comply with any amendments, supplements or other modifications to the EU due diligence and risk retention rules that may occur after the expected issuance date of the Class [•](20[•]-[•]) notes. Accordingly, none of Wells Fargo Bank, National Association, WF Card Funding, LLC, WF Card Issuance Trust, the owner trustee, the indenture trustee, the paying agent, the note registrar, any of the underwriters, or any of their respective affiliates makes any representation or gives any assurance that the matters set forth in the previous paragraph and the information given in this prospectus or pursuant to the transaction documents are or will be sufficient for compliance by affected investors with the requirements and criteria set out in the EU due diligence and risk retention rules (or any equivalent or similar requirements). Additionally, in no event shall the indenture trustee, the paying agent or the note registrar have any responsibility to monitor

compliance with, calculate, provide or otherwise make available information or documents required by EU due diligence and risk retention rules or other provisions of the EU Securitization Regulation (or any equivalent rules or similar requirements). None of the indenture trustee, the paying agent or the note registrar shall be charged with knowledge of such rules and will not be liable to any party for a violation of such rules or regulations now or hereinafter in effect. Failure by affected investors to comply with one or more of the requirements set out in the EU due diligence and risk retention rules (or any equivalent or similar requirements) may result, among other things, in the imposition of a penalty regulatory capital charge through additional risk weights levied in respect of the notes acquired by applicable noteholders that are subject to the EU due diligence and risk retention rules (or any equivalent or similar requirements), or in the imposition of other regulatory sanctions. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the applicable EU due diligence and risk retention rules (or any equivalent or similar requirements).

In addition, it is currently expected that, with effect from the end of the Transition Period, (i) the EU Securitization Regulation will cease to be applicable in the UK, and (ii) certain similar UK legislation (the “UK Securitization Rules”) will take effect. The UK Securitization Rules, in broad terms (and among other things), would impose upon relevant UK-established or UK-regulated persons certain restrictions and obligations similar in nature to those imposed by the EU Securitization Regulation as of the end of the Transition Period. However, the restrictions and obligations to be imposed by the UK Securitization Rules would, in certain respects, be in different terms to the corresponding restrictions and obligations currently imposed by the EU Securitization Regulation, and such differences may, in certain cases, be material for investors, originators and other parties. In addition, the UK Securitization Rules, in their current form, do not include any general transitional (or “grandfathering”) provision, by which a person who is in compliance with the EU Securitization Regulation in respect of any securitization immediately before the end of the Transition Period would be deemed to be in compliance with the UK Securitization Rules in respect of such securitization following the end of the Transition Period. It is possible that the UK Securitization Rules may not be brought into force, and may be amended before or after they take effect.

If, at any time, any noteholder or prospective investor requires any action to be taken for purposes of its compliance with the UK Securitization Rules, no party to the transaction described in this prospectus will be obligated to take any such action, except to the extent that it is otherwise obligated to do so, as described in this prospectus. No such party gives any assurance as to any person’s ability to comply, at any time, with any requirement of the UK Securitization Rules, or shall have any liability to any person in respect of any non-compliance, or inability to comply, with any requirement of the UK Securitization Rules.

Prospective investors are themselves responsible for monitoring and assessing changes to the EU Securitization Rules and the UK Securitization Rules and their regulatory capital requirements.

Volcker Rule Considerations

WF Card Issuance Trust is not now, and immediately following the issuance of the Class [•](20[•]-[•]) notes pursuant to the indenture will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, commonly known as the “Volcker Rule.” In reaching this conclusion, although other statutory or regulatory exclusions or exemptions under the Investment Company Act of 1940, as amended, or the Volcker Rule may be available, we have relied on the exclusion from registration set forth in Rule 3a-7 under the Investment Company Act.

Forward-Looking Statements

This prospectus, including information incorporated by reference in this prospectus, may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended. Such statements are subject to risks and uncertainties. Actual conditions, events or results may differ materially from those set forth in such forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “could” or similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements. Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Factors which could cause the actual financial and other results to differ materially from those projected by us in forward-looking statements include, but are not limited to, the following:

 

•

the effect of the coronavirus disease (COVID-19) pandemic, including on WFBNA’s business operations, as well as its impact on general economic and financial market conditions and on cardholder use and payment patterns;

 

•

local, regional and national business, political or economic conditions may differ from those expected;

 

•

the effects and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board, may adversely affect Funding’s or WFBNA’s business;

 

•

the timely development and acceptance of new products and services may be different than anticipated;

 

•

technological changes instituted by Funding or WFBNA and by persons who may affect Funding’s or WFBNA’s business may be more difficult to accomplish or more expensive than anticipated or may have unforeseen consequences;

 

•

the ability to increase market share and control expenses may be more difficult than anticipated;

 

•

competitive pressures among financial services companies may increase significantly;

 

•

Funding’s or WFBNA’s reputation risk arising from negative public opinion;

 

•

changes in laws and regulations, including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder, may adversely affect Funding, WFBNA or their respective businesses;

 

•

changes in accounting policies and practices, as may be adopted by regulatory agencies and the Financial Accounting Standards Board, may affect expected financial reporting or business results;

 

•

the costs, effects and outcomes of litigation may adversely affect Funding, WFBNA or their businesses;

 

•

Funding or WFBNA may not manage the risks involved in the foregoing as well as anticipated; and

•

a failure in or breach of WFBNA’s operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attack.

 

TABLE OF CONTENTS

 

		Page
THE CLASS [•](20[•]-[•]) NOTES			1
Summary of Terms			1
PROSPECTUS SUMMARY			8
Securities Offered			8
Risk Factors			8
Issuing Entity			11
Funding			12
WFBNA and Affiliates			12
Indenture Trustee			12
Owner Trustee			12
Asset Representations Reviewer			13
Parties, Transferred Assets and Operating Documents			14
Series, Classes and Tranches of Notes			15
WFCardSeries Notes			15
Interest Payments			16
Expected Principal Payment Date and Legal Maturity Date			20
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes			21
Subordination			22
WFCardSeries Credit Enhancement			23
WFCardSeries Required Subordinated Amount			24
Limit on Repayment of All Notes			27
Sources of Funds to Pay the Notes			28
Derivative Agreement for Class  [•](20[•]-[•]) Notes			28
WFCardSeries Class C Reserve Account			31
Flow of Funds and Application of Finance Charge and Principal Collections			32
Revolving Period			32
Early Redemption of Notes			32
Optional Redemption by the Issuing Entity			34
Events of Default			34
Events of Default Remedies			35
WFCardSeries Issuing Entity Accounts			36
Security for the Notes			36
Limited Recourse to the Issuing Entity			37
WFCardSeries Accumulation Reserve Account			37
Shared Excess Available Funds			38
Shared Excess Available Principal Amounts			38
Registration, Clearing and Settlement			38
Stock Exchange Listing			38
Ratings			39
ERISA Eligibility			39
Tax Status			39
Denominations			39
Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer			40
Application of WFCardSeries Available Funds			41

 

- i -

TABLE OF CONTENTS

(continued)

 

		Page
Application of WFCardSeries Principal Amounts			41
Fees and Expenses Payable from WFCardSeries Available Funds and WFCardSeries Available Principal Amounts			42
WFCARDSERIES REQUIRED SUBORDINATED AMOUNT			43
RISK FACTORS			45
Business Risks Relating to WFBNA’s Credit Card Business			45
Insolvency and Security Interest Risks			50
Other Legal and Regulatory Risks			55
Transaction Structure Risks			61
General Risk Factors			76
TRANSACTION PARTIES; LEGAL PROCEEDINGS; AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS			77
WF Card Issuance Trust			77
WF Card Funding, LLC			79
WFBNA and Affiliates			79
Credit Risk Retention			80
Certain Interests in the Issuing Entity			82
Industry Developments			82
Interchange Litigation			82
U.S. Bank National Association			83
Wilmington Trust, National Association			85
[Providers of Derivatives]			85
Clayton Fixed Income Services LLC			85
USE OF PROCEEDS			86
THE NOTES			86
General			86
Interest			87
Principal			88
Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount			90
Stated Principal Amount			90
Outstanding Dollar Principal Amount			90
Nominal Liquidation Amount			90
Final Payment of the Notes			92
Subordination of Interest and Principal			93
Required Subordinated Amount			93
Early Redemption of Notes			101
Issuances of New Series, Classes and Tranches of Notes			102
Payments on Notes; Paying Agent			104
Denominations			105
Record Date			105
Governing Law			105
Form, Exchange and Registration and Transfer of Notes			105
Book-Entry Notes			106

 

- ii -

TABLE OF CONTENTS

(continued)

 

		Page
The Depository Trust Company			107
Clearstream Banking			108
Euroclear			108
Distributions on Book-Entry Notes			109
Global Clearing and Settlement Procedures			109
Definitive Notes			110
Replacement of Notes			110
SOURCES OF FUNDS TO PAY THE NOTES			111
The Collateral			111
Application of Collections			113
Required Deposit Limitations			115
Deposit and Application of Funds for each Series			116
WFCardSeries Available Funds			117
Application of WFCardSeries Available Funds			118
Targeted Deposits of WFCardSeries  Available Funds to the Interest Funding Account			118
Allocation to Interest Funding Subaccounts			119
Payments Received from Derivative Counterparties for Interest on Foreign Currency Notes			120
Deposits of Withdrawals from the Class  C Reserve Account to the Interest Funding Account			120
Deposits of Withdrawals from the Class  D Reserve Account to the Interest Funding Account			120
Allocations of Reductions from Charge-Offs			120
Limits on Reallocations of Charge-Offs to a Tranche of Class D Notes from Tranches of Class A, Class B and Class C			121
Limits on Reallocations of Charge-Offs to a Tranche of Class C Notes from Tranches of Class A and Class B			121
Limits on Reallocations of Charge-Offs to a Tranche of Class B Notes from Tranches of Class A Notes			122
Allocations of Reimbursements of Nominal Liquidation Amount Deficits			122
Application of WFCardSeries Available Principal Amounts			123
Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of WFCardSeries Available Principal Amounts			126
Limit on Allocations of WFCardSeries  Available Principal Amounts and WFCardSeries Available Funds			129
Targeted Deposits of WFCardSeries  Available Principal Amounts to the Principal Funding Account			129
Allocation to Principal Funding Subaccounts			131
Limit on Deposits to the Principal Funding Subaccount of Subordinated Notes; Limit on Repayments of all Tranches			132
Payments Received from Derivative Counterparties for Principal			134
Deposits of Withdrawals from the Class  C Reserve Account to the Principal Funding Account			134

 

- iii -

TABLE OF CONTENTS

(continued)

 

		Page
Deposits of Withdrawals from the Class  D Reserve Account to the Principal Funding Account			134
Withdrawals from Interest Funding Subaccounts			134
Withdrawals from Principal Funding Subaccounts			135
Targeted Deposits to the Class C Reserve Account			136
Withdrawals from the Class C Reserve Account			136
Targeted Deposits to the Class D Reserve Account			137
Withdrawals from the Class D Reserve Account			137
Targeted Deposits to the Accumulation Reserve Subaccounts			138
Withdrawals from the Accumulation Reserve Subaccounts			139
Final Payment of the Notes			139
Pro Rata Payments Within a Tranche			140
Shared Excess Available Funds			140
Shared Excess Available Principal Amounts			140
Issuing Entity Accounts			141
Derivative Agreements			142
Sale of Credit Card Receivables			142
Sale of Credit Card Receivables for WFCardSeries Notes			143
Limited Recourse to the Issuing Entity; Security for the Notes			144
THE INDENTURE			145
Indenture Trustee			145
Owner Trustee			147
Issuing Entity Covenants			148
Early Redemption Events			149
WFCardSeries Early Redemption Events			150
Events of Default			151
Events of Default Remedies			152
Voting			154
Amendments to the Indenture and Indenture Supplements			154
Tax Opinions for Amendments			157
Addresses for Notices			157
Issuing Entity’s Annual Compliance Statement			157
Indenture Trustee’s Annual Report			157
List of Noteholders			158
Reports			158
WFBNA’S CREDIT CARD ACTIVITIES			161
Business Overview			161
Origination			161
Underwriting Procedures			162
Account Maintenance			163
Customer Service			163
Billing and Payments			164
Collection Efforts			165
Interchange			166

 

- iv -

TABLE OF CONTENTS

(continued)

 

		Page
RECEIVABLES TRANSFER AND SERVICING AGREEMENTS GENERALLY			166
THE RECEIVABLES PURCHASE AGREEMENT			166
Sale of Receivables			166
Representations and Warranties			167
Repurchase Obligations			167
Reassignment of Other Receivables			168
Amendments			168
Termination			169
THE TRANSFER AGREEMENT			169
The Receivables			169
Conveyance of Receivables			170
Addition of Issuer Assets			171
Removal of Accounts			172
Representations and Warranties			173
Amendments to the Transfer Agreement			175
Termination of the Transfer Agreement			176
THE SERVICING AGREEMENT			176
Collection and Other Servicing Procedures			176
Termination of the Servicing Agreement			177
Servicing Compensation and Payment of Expenses			177
Certain Matters Regarding the Servicer			178
Servicer Default			179
Evidence as to Compliance			179
Rebates and Fraudulent Charges			180
Amendments to the Servicing Agreement			181
REQUIREMENTS FOR SEC SHELF REGISTRATION			181
CEO Certification			182
Asset Representations Review			182
General			182
Delinquency Trigger			183
Voting Trigger			184
Asset Review			186
Limitation on Liability; Indemnification			188
Eligibility of Asset Representations Reviewer			188
Resignation and Removal of the Asset Representations Reviewer			188
Asset Representations Reviewer Compensation			190
Amendment of the Asset Representations Review Agreement			190
Dispute Resolution			190
Investor Communication			193
CONSUMER PROTECTION LAWS AND CERTAIN OTHER REGULATORY MATTERS			194
Certain Regulatory Matters			194
Consumer Protection Laws			195

 

- v -

TABLE OF CONTENTS

(continued)

 

		Page
FEDERAL INCOME TAX CONSEQUENCES			197
General			197
Description of Opinions			197
Tax Characterization of the Issuing Entity and the Notes			198
Consequences to Holders of the Offered Notes			200
State and Local Tax Consequences			203
BENEFIT PLAN INVESTORS			203
Prohibited Transactions			204
Potential Prohibited Transactions from Investment in Notes			204
Prohibited Transactions between the Benefit Plan and a Party in Interest			204
Prohibited Transactions between the Issuing Entity and a Party in Interest			205
Investment by Benefit Plan Investors			205
Tax Consequences to Benefit Plans			206
UNDERWRITING (PLAN OF DISTRIBUTION, CONFLICTS OF INTEREST AND PROCEEDS)			206
LEGAL MATTERS			209
WHERE YOU CAN FIND MORE INFORMATION			209
GLOSSARY OF DEFINED TERMS			211
ANNEX I: THE REPRESENTATIVE PORTFOLIO AND THE TRUST PORTFOLIO			A-I-1
ANNEX II: STATIC POOL INFORMATION			A-II-1
ANNEX III: OUTSTANDING SERIES, CLASSES, AND TRANCHES OF NOTES			A-III-1

 

- vi -

The Class [•](20[•]-[•]) Notes

Summary of Terms

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus in its entirety before you purchase any notes.

Only the Class [•](20[•]-[•]) notes are being offered through this prospectus. Other series, classes and tranches of WF Card Issuance Trust notes, including other tranches of notes that are included in the WFCardSeries as a part of the Class [•] notes or other notes that are included in the Class[•](20[•]-[•]) tranche, may be issued by WF Card Issuance Trust in the future without the consent of, or prior notice to, any noteholders. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes.

 

Transaction Parties
Issuing Entity of the Notes		WF Card Issuance Trust (“issuing entity” or “trust”)
Sponsor, Servicer, Originator and Calculation Agent		Wells Fargo Bank, National Association (“WFBNA”)
Transferor and Depositor		WF Card Funding, LLC (“Funding” or “transferor”)
Indenture Trustee		U.S. Bank National Association
Paying Agent and Note Registrar		WFBNA
Owner Trustee		Wilmington Trust, National Association
Asset Representations Reviewer		Clayton Fixed Income Services LLC
[Derivative Counterparty]		[Name of Derivative Counterparty]
Assets
Primary Assets of the Issuing Entity		Receivables in unsecured consumer revolving credit card accounts
Receivables (as of beginning of the day on [•] [•], 20[•])		Principal receivables:                                    $[•] Finance charge receivables:                          $[•]
Asset Backed Securities Offered		Class [•](20[•]-[•])
Class		Class [•]
Series		WFCardSeries
Initial Principal Amount		$[•]
Initial Nominal Liquidation Amount		$[•]
Expected Issuance Date		[•] [•], 20[•]
[Subordination		[The Class B(20[•]-[•]) notes will be subordinated to the Class A notes.][The Class C(20[•]-[•]) notes will be subordinated to the Class A notes and the Class B notes.]]
[Credit Enhancement		[Subordination of the Class B notes, the Class C notes and the Class D notes][Subordination of the Class C notes and the Class D notes][Subordination of the Class D notes][Additional credit enhancement for the Class C(20[•]-[•]) notes will be provided by the Class C reserve subaccount.]]
[Credit Enhancement Amount		Required Subordinated Amount]
[Required Subordination Amount of Class B Notes		Applicable required subordination percentage of Class B notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.]

 

1

[Required Subordination Percentage of Class B Notes		[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
[Required Subordinated Amount of Class C Notes		[Applicable required subordination percentage of Class C notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class C notes for all Class A notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class B(20[•]-[•]) notes’ required subordinated amount of Class C notes, and the method by which that calculation may be changed in the future.]]
[Required Subordinated Percentage of Class C Notes		[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
[Required Subordinated Amount of Class D Notes		[Applicable required subordination percentage of Class D notes multiplied by the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class D notes for all Class A notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class B(20[•]-[•]) notes’ required subordinated amount of Class D notes, and the method by which that calculation may be changed in the future.][An amount equal to [•]% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes that are not providing credit enhancement to the Class A notes or the Class B notes, plus 100% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes’ pro rata share of the Class A required subordinated amount of Class D notes for all Class A notes, plus 100% of the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes’ pro rata share of the Class B required subordinated amount of Class D notes for all Class B notes. See “The Notes—Required Subordinated Amount” for a discussion of the calculation of the Class C(20[•]-[•]) notes’ required subordinated amount of Class D notes, and the method by which that calculation may be changed in the future.]]

 

2

[Required Subordinated Percentage of Class D Notes		[•]%. However, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” for a discussion of the calculation of the applicable stated percentage and the method by which the applicable stated percentage may be changed in the future.]
Accumulation Reserve Account Targeted Deposit		[0.5%] of the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes; provided, however, that if the Class [•](20[•]-[•]) notes require only one budgeted deposit to accumulate and pay the principal of the Class [•](20[•]-[•]) notes on the expected principal payment date, the accumulation reserve account targeted deposit will be zero. See “Prospectus Summary—WFCardSeries Accumulation Reserve Account” for a description of how the accumulation reserve account targeted deposit can be changed.
[Class C Reserve Account Targeted Deposit		Nominal liquidation amount of all [WFCardSeries notes multiplied by the applicable funding percentage.]]

[Funding Percentage		Three month average excess available funds		Funding %
		[•]% or greater		[•]%
		[•]% to [•]%		[•]%
		[•]% to [•]%		[•]%
		[•]% to [•]%		[•]%
		[•]% to [•]%		[•]%
		[•]% to [•]%		[•]%
		[•]% or less		[•]%

 

		Increases in the funding percentage will lead to a larger targeted deposit to the Class C reserve account, and therefore also to the related Class C reserve subaccount for the Class C(20[•]-[•]) notes. Funds on deposit in the Class C reserve subaccount will be available to cover shortfalls in interest and principal on the Class C(20[•]-[•]) notes. However, amounts on deposit in the Class C reserve subaccount may have been reduced due to withdrawals to cover shortfalls in interest or principal due in prior periods. In addition, the Class C reserve subaccount may not be fully funded if Available Funds after giving effect to prior required deposits are insufficient to make the full targeted deposit into the Class C reserve subaccount.]
[Excess Available Funds Percentage		Excess of Portfolio Yield over Base Rate. See “Prospectus Summary—WFCardSeries Class C Reserve Account.”]
[[Asset-Backed Securities][Other Interests] Not Offered		[Description of [asset backed securities][other interests] not offered by this prospectus.]]
Interest
Interest Rate		[London interbank offered rate for U.S. dollar deposits (“LIBOR”) for a [•]-month period (“[•]-month LIBOR”) as of each interest rate determination date plus][•]% per year [, provided that, upon the occurrence of a benchmark transition event and related benchmark replacement date as described in “Prospectus Summary—Interest Payments,” the interest

 

3

		rate will be the applicable benchmark replacement plus][[•]% per year]1
[Interest Rate Determination Dates		[•] [•], 20[•] for the period from and including the issuance date to but excluding [•] [•], 20[•], and for each interest accrual period thereafter, the date that is (i) while the applicable benchmark for determining the interest rate for the Class [•](20[•]-[•]) notes is [•]-month LIBOR, two London Business Days prior to the interest payment date on which such interest accrual period commences and (ii) at any other time, two Business Days prior to the interest payment date on which such interest accrual period commences.]
Distribution Dates		The [•]th day of each calendar month (or the next Business Day if the [•]th is not a Business Day)
[London Business Day		London, New York, New York, Wilmington, Delaware, Minneapolis, Minnesota and Charlotte, North Carolina banking day.]
Interest Accrual Method		[Actual][30]/360
Interest Accrual Periods		Each interest accrual period will begin on and include an interest payment date and end on but exclude the next interest payment date. However, the first interest accrual period will begin on and include the issuance date for the Class [•](20[•]-[•]) notes and end on but exclude the first interest payment date for the Class [•](20[•]-[•]) notes, [•] [•], 20[•].
Interest Payment Dates		Each distribution date starting on [•] [•], 20[•]
First Interest Payment Date		[•] [•], 20[•]
[First Interest Payment		$[•]]
Business Day		New York, New York, Minneapolis, Minnesota, Wilmington, Delaware, and Charlotte, North Carolina banking day.
Principal
Expected Principal Payment Date		[•] [•], 20[•]
Legal Maturity Date		[•] [•], 20[•]
Revolving Period End		Between 12 and 1 months prior to expected principal payment date.
Servicing Fee		2% of the average amount of principal receivables in the issuing entity during a monthly period.
[Derivative Agreement		The Class [•](20[•]-[•]) notes will have the benefit of an interest rate swap agreement (referred to as the derivative agreement) provided by [Name of Derivative Counterparty],

 

¹ LIBOR may be replaced with another benchmark index for floating rate tranches, in which case we will disclose the specific index that will be used to determine interest payments for floating rate tranches. The issuing entity will not issue and sell any LIBOR-based floating rate Class [•](20[•]-[•]) notes with a scheduled principal payment date that goes past the “Benchmark Replacement Date” as determined pursuant to the “ARRC Recommendation Regarding More Robust Fallback Language for New Issuances of LIBOR Securitizations.”

 

4

		as derivative counterparty. Under the derivative agreement, for each Transfer Date:
		●   the derivative counterparty will make a payment to the issuing entity, based on the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes, at a rate equal to [•]% per year; and ●   the issuing entity will make a payment to the derivative counterparty, based on the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes, at a rate not to exceed the benchmark (for the related interest accrual period) plus [•]% per year.   For a more detailed discussion of the derivative agreement, see “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes.”]
[Derivative Counterparties		Add name, organizational form and general character of the business of any derivative counterparty to the extent required. Disclose other information regarding the derivative counterparty as required, including, but not limited to, a description of any material affiliations or business agreements/arrangements with any other material transaction party.]
Early Redemption Events		Early redemption events applicable to the Class [•](20[•]-[•]) notes include the following: (i) the occurrence of the expected principal payment date for such notes; (ii) Funding becomes unable to transfer any receivable in accordance with the transfer agreement or WFBNA becomes unable to transfer such receivable to Funding in accordance with the receivables purchase agreement; (iii) the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended; (iv) each of the early redemption events listed in the indenture supplement, as described under “The Indenture—WFCardSeries Early Redemption Events” in this prospectus; (v) an Insolvency Event shall occur with respect to WFBNA; [and] (vi) an Insolvency Event shall have occurred with respect to Funding[; and (vii) specify any other early redemption event]. See “The Indenture—WFCardSeries Early Redemption Events” in this prospectus.   [In addition to the events identified as early redemption events above, the occurrence of a derivative agreement termination will also be an early redemption event with respect to the Class [•](20[•]-[•]) notes.   The occurrence of an early redemption event described in each of the clauses above [(other than clause (iii))] will be an accumulation event with respect to the Class [•](20[•]-[•]) notes. If an accumulation event occurs and an acceleration event has not occurred, principal payment on the

 

5

		Class [•](20[•]-[•]) notes will be made as scheduled on the expected principal payment date. See “The Class [•](20[•] —[•]) Notes—Early Redemption of Notes.”   The occurrence of an early redemption event [other than clause (iii) above], or an event of default and acceleration with respect to the Class [•](20[•]-[•]) notes, will be an acceleration event with respect to the Class [•](20[•]-[•]) notes. If an acceleration event occurs, principal payments on the Class [•](20[•]-[•]) notes will be made on the third [London] Business Day following the distribution date occurring in each succeeding month until the Class [•](20[•]-[•]) termination date. See “The Class [•](20[•] —[•]) Notes—Early Redemption of Notes.”]
Events of Default		Events of default applicable to the Class [•](20[•]-[•]) notes include the following: (i) the issuing entity’s failure, for a period of 35 days, to pay interest upon such notes when such interest becomes due and payable; (ii) the issuing entity’s failure to pay the principal amount of such notes on the applicable legal maturity date; (iii) the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties, as discussed in this prospectus; and (iv) the occurrence of an insolvency event with respect to the issuing entity. See “The Indenture—Events of Default” in this prospectus.   [In addition to the events identified as events of default above, the events of default applicable to the Class [•](20[•]-[•]) notes include: (i) following a derivative agreement termination, the issuing entity’s failure, for a period of 35 days, to deposit the applicable dollar interest payment into the interest funding subaccount for the Class [•](20[•]-[•]) notes on the applicable transfer date; and (ii) following a derivative agreement termination, the issuing entity’s failure to pay both (a) [currency] interest upon such notes when such [currency] interest becomes due and payable and (b) the principal amount of such notes on the legal maturity date. See “The Class [•](20[•]-[•]) Notes—Events of Default.”]
Optional Redemption		If the nominal liquidation amount is less than 5% of the highest outstanding dollar principal amount.
ERISA Eligibility		Yes, subject to important considerations described under “Benefit Plan Investors” in this prospectus (investors are cautioned to consult with their counsel). By purchasing the Class [•](20[•]-[•]) notes, each investor purchasing on behalf of employee benefit plans or individual retirement accounts will be deemed to certify that the purchase and subsequent holding of the notes by the investor would not cause a nonexempt prohibited transaction under ERISA and/or Section 4975 of the Internal Revenue Code.

 

6

Tax Treatment		Debt for U.S. federal income tax purposes, subject to important considerations described under “Federal Income Tax Consequences” in this prospectus (investors are cautioned to consult with their tax counsel).
[Stock Exchange Listing		The issuing entity will apply to list the Class [•](20[•]-[•]) notes on a stock exchange in Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class [•](20[•]-[•]) notes are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-0001, telephone number: 302-636-6000.]
Clearing and Settlement		DTC/Clearstream/Euroclear

 

7

Prospectus Summary

This summary does not contain all the information you may need to make an informed investment decision. You should read this prospectus in its entirety before you purchase any notes.

Securities Offered

The issuing entity may periodically offer notes in one or more series, classes, or tranches. The notes will be issued pursuant to an indenture between the issuing entity and U.S. Bank National Association, as indenture trustee. Each series of notes will be issued pursuant to a supplement to the indenture between the issuing entity and the indenture trustee.

The issuing entity is offering only the Class [•](20[•]-[•]) notes by means of this prospectus. The Class [•](20[•]-[•]) notes are part of a series of notes called the WFCardSeries. As of the date of this prospectus, the WFCardSeries [will be][is] the only issued and outstanding series of the issuing entity. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes. The WFCardSeries [will consist][consists] of Class A notes, Class B notes, Class C notes, and Class D notes. The Class [•](20[•]-[•]) notes are a tranche of Class [•] notes of the WFCardSeries. When issued, the Class [•](20[•]-[•]) notes will be issued by, and obligations of, the issuing entity.

On the expected issuance date, the Class [•](20[•]-[•]) notes are expected to be the [•] tranche of Class [•] notes currently outstanding in the WFCardSeries.

Risk Factors

Investment in the Class [•](20[•]-[•]) notes involves risks, including business risks, legal and regulatory risks, and transaction structure risks, most of which could result in accelerated, delayed or reduced payments on your notes. We have summarized these risks below and described them more fully under the heading “Risk Factors,” beginning on page [__] in this prospectus. You should consider these risks carefully.

Business Risks Relating to WFBNA’s Credit Card Business

 

●

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections.

 

●

WFBNA may be subject to cyber-attacks and other security breaches that could have a material adverse effect on its business and results of operations, including its ability to service its credit card accounts, originate new credit card accounts or generate new receivables.

 

●

Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables.

 

●

Payment patterns of cardholders may not be consistent over time.

 

●

WFBNA may change the terms of the credit card accounts in a way that reduces or slows collections.

 

●

Yield and payments on the receivables could decrease.

 

8

Insolvency and Security Interest Risks

 

●

The conservatorship, receivership, bankruptcy or insolvency of WFBNA, the transferor, the issuing entity, or any of their affiliates, or of other parties to the transactions, could result in accelerated, delayed, or reduced payments to you.

 

●

Some interests could have priority over the indenture trustee’s interest in the receivables.

 

●

The indenture trustee may not have a perfected interest in collections and interchange commingled by each of, respectively, the servicer and WFBNA with its own funds.

Other Legal and Regulatory Risks

 

●

WFBNA is subject to regulatory supervision and regulatory action could result in losses or delays in payment.

 

●

Changes to consumer protection laws, including in their application or interpretation, may impede origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections.

 

●

Changes to federal or state bankruptcy or debtor relief laws may impede collection efforts or alter timing and amount of collections.

 

●

Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.

 

●

WFBNA, Funding and the issuing entity could be named as defendants in litigation, resulting in increased expenses and greater risk of loss on your notes.

 

●

Certain EEA Regulated Investors are Subject to Due Diligence and Risk Retention Requirements Applicable to the Notes.

Transaction Structure Risks

 

●

[Interest on your notes will be calculated using a reference rate other than [•]-month LIBOR if a Benchmark Transition Event and related Benchmark Replacement Date occur.]

 

●

[The interest rate for your notes may be calculated using alternative methods if LIBOR is no longer quoted and may be calculated using a different benchmark if LIBOR is discontinued.]

 

●

[Regulation, reform and the potential or actual discontinuation of “benchmarks,” including LIBOR, may adversely affect the value of, return on and trading market for your notes.]

 

●

[The Benchmark Replacement is uncertain and may not be a suitable replacement for [•]-month LIBOR.]

 

●

[The rate of interest on the Notes may be determined by reference to a Benchmark Replacement even if [•]-month LIBOR continues to be published.]

 

●

[The Calculation Agent will make determinations with respect to your notes that could affect the value of and return on your notes.]

 

●

[Interest on your notes will be calculated using alternative methods if [•]-month LIBOR is not quoted on a particular day and a Benchmark Transition Event and related Benchmark Replacement Date have not occurred.]

 

●

[WFBNA or its affiliates may publish research regarding benchmark rates that could affect the market value of your notes.]

 

●

[Negative benchmark rate would reduce the rate of interest on your notes.]

 

9

●

The note interest rate and the receivables interest rate may reset at different times or fluctuate differently.

 

●

Allocations of defaulted principal receivables and reallocation of Available Principal Amounts could result in a reduction in payment on your notes.

 

●

Only some of the assets of the issuing entity are available for payments on any tranche of notes.

 

●

Class B notes, Class C notes and Class D notes are subordinated and bear losses before Class A notes.

 

●

Payment of Class B notes, Class C notes and Class D notes may be delayed or reduced due to the subordination provisions.

 

●

Class A, Class B and Class C notes of the WFCardSeries can lose their subordination under some circumstances.

 

●

Addition of credit card accounts to the issuing entity and attrition of credit card accounts and receivables from the issuing entity may decrease the credit quality of the assets securing the repayment of your notes.

 

●

WFBNA may not be able to generate new receivables or designate new credit card accounts to the issuing entity when required by the transfer agreement.

 

●

If representations and warranties relating to the receivables are breached, payments on your notes may be reduced.

 

●

The objective of the asset representations review process is to independently identify noncompliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness.

 

●

Issuance of additional notes may affect your voting rights and the timing and amount of payments to you.

 

●

You may have limited or no ability to control actions under the indenture, transfer agreement, and servicing agreement. This may result in, among other things, payment of principal on your notes earlier or later than might otherwise have been in your interest.

 

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If an event of default occurs, your remedy options may be limited and you may not receive full payment of principal and accrued interest.

 

●

[The derivative agreement can affect the amount of credit enhancement available to the Class [•](20[•]-[•]) notes.]

 

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[A payment default under the derivative agreement or a termination of the derivative agreement may result in early or reduced payment on the Class [•](20[•]-[•]) notes.]

 

●

[Notwithstanding the existence of the derivative agreement, the occurrence of certain events may result in early payment on the Class [•](20[•]-[•]) notes.]

 

●

[The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is not expected to be a comparable replacement for LIBOR.]

 

●

[SOFR has a very limited history, and the future performance of SOFR cannot be predicted based on historical performance.]

 

●

[SOFR may be more volatile than other benchmark or market rates.]

 

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●

[Any failure of SOFR to gain market acceptance could adversely affect the Class [•](20[•]-[•]) notes]

 

●

[The secondary trading market for securities linked to SOFR may be limited.]

 

●

[SOFR may be modified or discontinued.]

General Risk Factors

 

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There is no public market for the notes. As a result you may be unable to sell your notes or the price of the notes may suffer.

 

●

You may not be able to reinvest any early redemption proceeds in a comparable security.

 

●

If the ratings of the notes are lowered or withdrawn, their market value could decrease.

Issuing Entity

WF Card Issuance Trust, a Delaware statutory trust, is the issuing entity of the notes. The address of the issuing entity is WF Card Issuance Trust c/o Wilmington Trust, 1100 North Market Street, Wilmington, Delaware 19890. Its telephone number is 302-636-6000.

WF Card Funding, LLC is the beneficiary of the issuing entity.

The issuing entity’s assets primarily include receivables from certain unsecured revolving credit card accounts that meet the eligibility criteria for inclusion in the issuing entity. These eligibility criteria are discussed in “The Transfer Agreement—Addition of Issuer Assets.”

The credit card receivables in the issuing entity consist primarily of principal receivables and finance charge receivables. Finance charge receivables include periodic finance charges, cash advance fees, late charges and certain other fees billed to cardholders, annual membership fees, recoveries on receivables in Defaulted Accounts, and discount option receivables. Principal receivables include amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as cash advances, and all other fees billed to cardholders that are not considered finance charge receivables.

Funding may add additional receivables to the issuing entity at any time without limitation, provided the receivables are eligible receivables, Funding does not expect the addition to cause an Early Redemption Event, and, generally, the rating agencies confirm the ratings on the outstanding notes. Under certain limited circumstances, Funding may be required to add additional receivables to the issuing entity to maintain the minimum Transferor Interest or to maintain a minimum required amount of principal receivables in the issuing entity. More information on the conditions for additions can be found in “The Transfer Agreement—Addition of Issuer Assets.”

Funding may also remove receivables from the issuing entity provided Funding does not expect the removal to cause an Early Redemption Event and the rating agencies confirm the ratings on the outstanding notes. The amount of any such removal is limited by the conditions described in this prospectus. More information on the conditions for removals can be found in “The Transfer Agreement—Removal of Accounts.” In addition, if Funding breaches certain representations or warranties relating to the eligibility of receivables added to the issuing entity, Funding may be required to immediately remove those receivables from the issuing entity.

If the composition of the issuing entity changes over time due to Funding’s ability to add and remove receivables, noteholders will not be notified of that change. However, monthly reports containing certain information relating to the notes and the collateral securing the notes will be filed with the Securities and

 

11

Exchange Commission (the “SEC”). These reports will not be sent to noteholders. See “Where You Can Find More Information” for information as to how these reports may be accessed.

Funding

WF Card Funding, LLC (referred to as “Funding”), a limited liability company formed under the laws of Delaware and a direct subsidiary of WFBNA, is the transferor and depositor of the issuing entity. The address for Funding is 550 S. Tryon St Floor 10, D1086-103, Charlotte, NC 28202 and its telephone number is 866-263-3059. In addition, Funding is the beneficiary of the issuing entity. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WF Card Funding, LLC.”

WFBNA and Affiliates

Wells Fargo Bank, National Association (referred to as “WFBNA”) is a national banking association. The address of WFBNA’s principal offices is 550 S. Tryon St Floor 10, D1086-102, Charlotte, NC 28202. Its telephone number is 866-570-3439.

WFBNA originates and owns credit card accounts from which receivables in accounts designated for inclusion in the issuing entity are sold to Funding for inclusion in the issuing entity.

WFBNA is also the servicer and the calculation agent for the issuing entity and is therefore responsible for servicing the credit card receivables in the issuing entity and for directing the issuing entity with respect to various administrative functions. WFBNA may delegate certain of its servicing and calculation agent functions to an affiliate of WFBNA or third parties. However, notwithstanding that delegation, WFBNA would remain obligated to service the receivables in the issuing entity and perform the duties of calculation agent.

WFBNA is also the paying agent and the note registrar for the issuing entity and, in its capacity as paying agent, WFBNA invests funds in the issuing entity accounts at the written direction of the issuing entity and is responsible for making payments to noteholders. In its capacity as note registrar, WFBNA authenticates, cancels and otherwise administers the notes. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—WFBNA and Affiliates.”

Wells Fargo Securities, LLC, one of the underwriters of the Class [•](20[•]-[•]) notes, is an affiliate of WFBNA, Funding and the issuing entity. See “Underwriting (Plan of Distribution, Conflicts of Interest and Proceeds).”

Indenture Trustee

U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, is the indenture trustee under the indenture for the notes.

Under the terms of the indenture, the role of the indenture trustee is limited. See “The Indenture—Indenture Trustee” and “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—U.S. Bank National Association.”

Owner Trustee

Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, is the owner trustee of the issuing entity. Under the terms of the trust agreement, the role of the owner trustee is limited. See “Transaction Parties; Legal Proceedings;

 

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Affiliations, Relationships and Related Transactions—WF Card Issuance Trust” and “—Wilmington Trust, National Association.”

Asset Representations Reviewer

Clayton Fixed Income Services LLC, a Delaware limited liability company, is the asset representations reviewer under the asset representations review agreement. The asset representations reviewer may not delegate or subcontract its obligations under the asset representations review agreement without the consent of WFBNA, the transferor and the servicer. Any such delegation or subcontracting to which WFBNA, the transferor and the servicer have consented would not, however, relieve the asset representations reviewer of its liability and responsibility with respect to such obligations. See “Transaction Parties; Legal Proceedings; Affiliations, Relationships and Related Transactions—Clayton Fixed Income Services LLC.”

 

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Parties, Transferred Assets and Operating Documents

 

 

14

Series, Classes and Tranches of Notes

The notes will be issued in series. Each series is secured by a shared security interest in the collateral held by the issuing entity, which includes, without limitation: (i) the receivables assets held by the issuing entity, (ii) the collection account, and (iii) the excess funding account. It is expected that most series will consist of multiple classes. A class designation determines the relative seniority for receipt of cash flows and funding of uncovered Investor Default Amounts allocated to the related series of notes. For example, subordinated classes of notes provide credit enhancement for senior classes of notes in the same series.

Some series of notes will be multiple tranche series, meaning that they may have classes consisting of multiple tranches. Tranches of notes within a class may be issued on different dates and have different stated principal amounts, rates of interest, interest payment dates, expected principal payment dates, legal maturity dates and other material terms.

In a multiple tranche series, the expected principal payment dates and the legal maturity dates of the senior and subordinated classes of such series may be different. As such, certain subordinated tranches of notes may have expected principal payment dates and legal maturity dates earlier than some or all of the senior notes of such series. However, subordinated notes will not be repaid before their legal maturity dates, unless, after payment, the remaining subordinated notes provide the required enhancement for the senior notes. In addition, senior notes will not be issued unless, after issuance, there are enough outstanding subordinated notes to provide the required subordinated amount for the senior notes. See “The Notes—Issuances of New Series, Classes and Tranches of Notes.”

Some series may not be multiple tranche series. For these series, there will be only one tranche per class and each class will generally be issued on the same date. The expected principal payment dates and legal maturity dates of the subordinated classes of such a series will either be the same as or later than those of the senior classes of that series.

WFCardSeries Notes

The Class [•](20[•]-[•]) notes are part of the WFCardSeries. The WFCardSeries is a multiple tranche series. Each class of notes in the WFCardSeries may consist of multiple tranches. Whenever a “class” of notes is referred to in this prospectus, it includes all tranches of that class of notes, unless the context otherwise requires. Notes of any tranche can be issued on any date so long as there is sufficient credit enhancement on that date, either in the form of outstanding subordinated notes or other forms of credit enhancement. See “The Notes—Issuances of New Series, Classes and Tranches of Notes.” The expected principal payment dates and legal maturity dates of tranches of senior and subordinated classes of the WFCardSeries may be different. Therefore, subordinated notes may have expected principal payment dates and legal maturity dates earlier than some or all of the senior notes of the WFCardSeries. Subordinated notes will generally not be paid before their legal maturity date unless, after payment, the remaining outstanding subordinated notes provide the credit enhancement required for the senior notes.

In general, the subordinated notes of the WFCardSeries serve as credit enhancement for all of the senior notes of the WFCardSeries, regardless of whether the subordinated notes are issued before, at the same time as, or after the senior notes of the WFCardSeries. However, certain tranches of senior notes may not require subordination from each class of notes subordinated to it. For example, if a tranche of Class A notes requires credit enhancement solely from Class C notes and Class D notes, the Class B notes will not, in that case, provide credit enhancement for that tranche of Class A notes. The amount of credit exposure of any particular tranche of notes is a function of, among other things, the total amount of notes issued, the required subordinated amount, the amount of usage of the required subordinated amount and the amount on deposit in the senior tranches’ principal funding subaccounts.

 

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As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of the issuing entity. See “Annex III: Outstanding Series, Classes and Tranches of Notes” in this prospectus for information on the notes in the WFCardSeries expected to be outstanding on the issuance date for the Class [•](20[•]-[•]) notes. Other series, classes and tranches of notes, including other tranches of notes that are included in the WFCardSeries, may be issued by the issuing entity in the future without the consent of, or prior notice to, any noteholders.

Interest Payments

Interest on the Class [•](20[•]-[•]) notes will begin to accrue on the issuance date for the Class [•](20[•]-[•]) notes and will be calculated on the basis of a 360-day year [and the actual number of days in the related interest accrual period][consisting of twelve 30-day months]. Each interest accrual period will begin on and include an interest payment date and end on but exclude the next interest payment date. However, the first interest accrual period will begin on and include the issuance date for the Class[•](20[•]-[•]) notes and end on but exclude the first interest payment date for the Class [•](20[•]-[•]) notes, [•] [•], 20[•].

Interest on the Class [•](20[•]-[•]) notes for any interest payment date will equal [one-twelfth of] the product of:

 

●

the Class [•](20[•]-[•]) note interest rate [for the applicable interest accrual period]; multiplied by

 

●

[the actual number of days in the related interest accrual period divided by 360; multiplied by]

 

●

the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes as of the related record date[.][;]

[provided, however, that for the first interest payment date the amount of interest due is [•].]

[The payment of interest on the Class A(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class B notes, Class C notes and Class D notes of the WFCardSeries on that date.][The payment of interest on the Class B(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class C notes and Class D notes of the WFCardSeries on that date.][The payment of interest on the Class C(20[•]-[•]) notes on any payment date is senior to the payment of interest on Class D notes of the of the WFCardSeries on that date.] Generally, no payment of interest will be made on any Class B WFCardSeries note until the required payment of interest has been made to all Class A WFCardSeries notes. Likewise, generally, no payment of interest will be made on any Class C WFCardSeries note until the required payment of interest has been made to all Class A and Class B WFCardSeries notes. And likewise, generally, no payment of interest will be made on any Class D WFCardSeries note until the required payment of interest has been to all Class A, Class B and Class C WFCardSeries notes. However, funds on deposit in the Class C reserve account will be available only to holders of Class C notes to cover shortfalls of interest on Class C notes on any payment date. [The Class B(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes have received their full interest payment on that date.][The Class C(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes and Class B notes have received their full interest payment on that date.]

The issuing entity will pay interest on the Class [•](20[•]-[•]) notes solely from the portion of WFCardSeries Available Funds and from other amounts that are available to the Class [•](20[•]-[•]) notes under the indenture and the WFCardSeries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the interest on the Class [•](20[•]-[•]) notes,

 

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Class [•](20[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, WFBNA, Funding or any other person or entity for the payment of interest on those notes.

Interest on the Class [•](20[•]-[•]) notes will initially accrue at [a floating rate based on a “benchmark” equal to the London interbank offered rate for U.S. dollar deposits (“LIBOR”) for a [•]-month period (“[•]-month LIBOR”) plus a spread as][the fixed rate] specified on the cover page of this prospectus. [[•]-month LIBOR is described below under the heading “—[•]-month LIBOR.” However, upon the issuance of certain announcements or publications by relevant authoritative organizations to the effect that a benchmark will no longer be published or that it is otherwise no longer an appropriate or reliable benchmark, a benchmark transition event and related benchmark replacement date will occur. If a benchmark transition event and related benchmark replacement date occur, then interest on the Class[•](20[•]-[•]) notes thereafter will be determined not by reference to [•]-month LIBOR plus the specified spread but instead by reference to a benchmark replacement such as Term SOFR, Compounded SOFR or others listed in the definition of “Benchmark Replacement” in the glossary plus the specified spread, and, in connection with the implementation of the applicable benchmark replacement, the calculation agent will have the right from time to time to make benchmark replacement conforming changes as set forth below under the heading “—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date.”]

[[•]-month LIBOR

For any interest accrual period, the term “[•]-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars (“LIBOR”) for a [•] month period commencing on the first day of the applicable interest accrual period, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant interest rate determination date. If no such offered rate appears on Reuters screen page “LIBOR01” on the relevant interest rate determination date at approximately 11:00 a.m., London time, then the calculation agent will select four major banks in the London interbank market, and the calculation agent will request each such bank to provide a quotation of the rate at which [•]-month deposits in U.S. dollars in amounts of at least $1,000,000 commencing on the first day of the interest accrual period relating to such interest rate determination date are offered by it to prime banks in the London interbank market, at approximately 11:00 a.m., London time, on that interest rate determination date. If at least two quotations are provided, [•]-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001%) of the quotations provided. If fewer than two quotations are provided, the calculation agent will select three major banks in New York City, and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00 a.m. New York City time, on the interest rate determination date for loans in U.S. dollars to leading European banks for a [•]-month period for the applicable interest accrual period in an amount of at least $1,000,000. If three quotations are provided, [•]-month LIBOR will be the arithmetic average of the quotations provided. Otherwise, [•]-month LIBOR for the applicable interest accrual period will be equal to [•]-month LIBOR in effect for the then-current interest accrual period.

Notwithstanding the foregoing paragraph, if the calculation agent determines on or prior to a relevant interest rate determination date that a benchmark transition event and related benchmark replacement date have occurred with respect to [•]-month LIBOR, then the provisions set forth below under the heading “—Effect of a Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to herein as the “benchmark transition provisions,” will thereafter apply to all determinations of the rate and amounts of interest payable on the Class [•](20[•]-[•]) notes. In accordance with the benchmark transition provisions, after a benchmark transition event and related benchmark replacement date have occurred, the amount of interest that will be payable for each interest accrual period on the Class [•](20[•]-[•]) notes will be determined by reference to a rate per annum equal to the benchmark replacement plus a spread as specified on the cover page of this prospectus.

 

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For the avoidance of doubt, none of the indenture trustee, the paying agent or the note registrar shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any benchmark transition event or benchmark replacement date, (ii) to select, determine or designate any alternative reference rate or benchmark replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any benchmark replacement adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what benchmark replacement conforming changes are necessary or advisable, if any, in connection with any of the foregoing.

Additionally, none of the indenture trustee, the paying agent or the note registrar shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in the transaction documents as a result of the unavailability of LIBOR (or other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the calculation agent, in providing any direction, instruction, notice or information required or contemplated by the terms of the transaction documents and reasonably required for the performance of such duties.

Additional Information about SOFR

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York (the “FRBNY”), as the administrator of SOFR, (or a successor administrator) on the FRBNY’s Website. As further described in this prospectus, the rate of interest on the Class [•](20[•]-[•]) notes will, in the circumstances described in this prospectus, be determined by reference to either a Term SOFR or Compounded SOFR.

In general, the following discussion relating to SOFR is based on information available on the FRBNY’s Website. SOFR is published by the FRBNY and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by the FRBNY to remove a portion of the foregoing transactions considered to be “specials.” According to the FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security.

The FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC.

If data for a given market segment were unavailable for any day, then the most recently available data for that segment would be utilized, with the rates on each transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period. SOFR would be calculated from this adjusted prior day’s data for segments where current data were unavailable, and unadjusted data for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing market segment, the FRBNY would use information collected through a daily survey conducted by its trading desk of primary dealers’ repo borrowing activity. Such daily survey

 

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would include information reported by Wells Fargo Securities, LLC, the issuing entity’s affiliate, as a primary dealer.

The FRBNY currently publishes SOFR daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. The FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Each U.S. government securities business day, the FRBNY publishes SOFR on its website at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the change in the rate exceeds one basis point. Any time a rate is revised, a footnote to the FRBNY’s publication would indicate the revision. This revision threshold will be reviewed periodically by the FRBNY and may be changed based on market conditions.

SOFR is published by the FRBNY based on data received from other sources, and the issuing entity has no control over its determination, calculation or publication.

The FRBNY started publishing SOFR in April 2018. The FRBNY also has published historical indicative Secured Overnight Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors should not rely on such historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR.

Neither the FRBNY’s Website, nor any of the information or materials available thereon, are incorporated by reference into this prospectus.

Effect of a Benchmark Transition Event and Related Benchmark Replacement Date

Benchmark Replacement. The calculation agent will establish reasonable procedures to monitor the occurrence of benchmark transition events. The calculation agent will determine if a benchmark transition event has occurred and its related benchmark transition date. If the calculation agent determines that a benchmark transition event and its related benchmark replacement date have occurred prior to the reference time in respect of any determination of the benchmark on any date, the calculation agent will determine the benchmark replacement according to the definition of “Benchmark Replacement” in the glossary and the benchmark replacement adjustment according to the definition of “Benchmark Replacement Adjustment” in the glossary and the benchmark replacement will replace the then-current benchmark for all purposes relating to the Class [•](20[•]-[•]) notes in respect of such determination on such date and all determinations on all subsequent dates.

Benchmark Replacement Conforming Changes. In connection with the implementation of a benchmark replacement, the calculation agent will have the right to make benchmark replacement conforming changes from time to time. Any amendments implementing benchmark replacement conforming changes will become effective on notice without any further action or consent of any other party.

 

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Decisions and Determinations. Any determination, decision or election that may be made by the calculation agent pursuant to the benchmark transition provisions set forth herein, including, but not limited to, determinations with respect to benchmark replacement conforming changes, and any decision to take or refrain from taking any action or any selection:

 

●

will be conclusive and binding absent manifest error;

 

●

will be made in its sole discretion; and

 

●

notwithstanding anything to the contrary in the transaction documents or the Class [•](20[•]-[•]) notes, will become effective without consent from the holders of the Class [•](20[•]-[•]) notes or any other party.

None of the issuing entity, servicer, transferor, the indenture trustee, the paying agent, the note registrar or the calculation agent shall have any liability for any determination, decision or election made on or behalf of the calculation agent or the issuing entity in connection with a benchmark transition event or a benchmark replacement. In addition, the calculation agent may designate another entity (which may be the calculation agent’s affiliate) to make any determination, decision or election that the calculation agent has the right to make in connection with the benchmark transition provisions set forth in this prospectus. Each holder of the Class [•](20[•]-[•]) notes, by its acceptance of a Class [•](20[•]-[•]) note or a beneficial interest in a Class [•](20[•]-[•]) note, will be deemed to waive and release any and all claims against the issuing entity, servicer, transferor, the indenture trustee, the paying agent, the note registrar or the calculation agent relating to any such determination, decision or election.]

Expected Principal Payment Date and Legal Maturity Date

It is expected that the issuing entity will pay the stated principal amount of each note in one payment on that note’s expected principal payment date. The expected principal payment date of a note is generally [•] months before its legal maturity date. The legal maturity date is the date on which a note is legally required to be fully paid in accordance with its terms. The issuing entity will generally be obligated to pay the stated principal amount of a note on its expected principal payment date, or upon the occurrence of an early redemption event or event of default and acceleration or other optional or mandatory redemption, only to the extent that funds are available for that purpose and only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series. The remedies a noteholder may exercise following an event of default and acceleration or on the legal maturity date are described in “The Indenture—Events of Default Remedies” and “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

[Payments of principal on the Class A(20[•]-[•]) notes are not subordinated to any other notes.][Payments of principal on the Class B(20[•]-[•]) notes are subordinated to payments of principal on the WFCardSeries Class A notes.][Payments of principal on the Class C(20[•]-[•]) notes are subordinated to payments of principal on the WFCardSeries Class A notes and the WFCardSeries Class B notes.][See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Allocation to Principal Funding Subaccounts” for a detailed discussion of the subordination of interest and principal payments for the Class B notes, Class C notes and Class D notes of the WFCardSeries.]

The issuing entity expects to pay the stated principal amount of the Class [•](20[•]-[•]) notes in one payment on the expected principal payment date specified on the cover page of this prospectus, and is obligated to do so if funds are available for that purpose [and not required for subordination]. If the stated principal amount of the Class [•](20[•]-[•]) notes is not paid in full on the expected principal payment date due to insufficient funds [or insufficient credit enhancement], noteholders will generally not have any remedies against the issuing entity until the legal maturity date of the Class [•](20[•]-[•]) notes.

 

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In addition, if the stated principal amount of the Class [•](20[•]-[•]) notes is not paid in full on the expected principal payment date, then an early redemption event will occur for the Class [•](20[•]-[•]) notes and [, subject to the principal payment rules described under “—Subordination,” “—WFCardSeries Credit Enhancement” and “—WFCardSeries Required Subordinated Amount” below,] principal and interest payments on the Class [•](20[•]-[•]) notes will be made monthly until they are paid in full or until the legal maturity date occurs, whichever is earlier.

Principal of the Class [•](20[•]-[•]) notes will begin to be paid earlier than the expected principal payment date if any other early redemption event or an event of default and acceleration occurs for the Class [•](20[•]-[•]) notes. See “The Notes—Early Redemption of Notes,” “The Indenture—Early Redemption Events” and “—Events of Default” in this prospectus.

The issuing entity will pay principal on the Class [•](20[•]-[•]) notes solely from the portion of WFCardSeries Available Principal Amounts and from other amounts which are available to the Class [•](20[•]-[•]) notes under the indenture and the WFCardSeries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the principal of the Class [•](20[•]-[•]) notes, Class [•](20[•]-[•]) noteholders will have no recourse to any other assets of the issuing entity, Funding, WFBNA or any other person or entity for the payment of principal on those notes.

Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of Notes

Each note has a stated principal amount, an outstanding dollar principal amount and a nominal liquidation amount.

 

●

Stated Principal Amount. The stated principal amount of a note is the amount that is stated on the face of the note to be payable to the holder. It can be denominated in U.S. dollars or a foreign currency.

 

●

Outstanding Dollar Principal Amount. For U.S. dollar notes, the outstanding dollar principal amount is the same as the initial dollar principal amount of the notes, less principal payments to noteholders. For foreign currency notes, the outstanding dollar principal amount is the U.S. dollar equivalent of the initial dollar principal amount of the notes, less dollar payments to derivative counterparties for principal.

In addition, the Class [•](20[•]-[•]) notes will, and other notes may, have an Adjusted Outstanding Dollar Principal Amount. The Adjusted Outstanding Dollar Principal Amount is the same as the outstanding dollar principal amount, less any funds on deposit in the principal funding subaccount for that note.

 

●

Nominal Liquidation Amount. The nominal liquidation amount of a WFCardSeries note is a U.S. dollar amount based on the outstanding dollar principal amount of the note, but after deducting:

 

–

that note’s share of reallocations of Available Principal Amounts used to pay interest on senior classes of notes or the portion of any shortfalls on the servicing fee that are allocated to its series;

 

–

that note’s share of charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries; and

 

–

amounts on deposit in the principal funding subaccount for that note;

 

21

and adding back all reimbursements from Excess Available Funds allocated to that note of (i) reallocations of Available Principal Amounts used to pay interest on senior classes of notes or the servicing fee or (ii) charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries. Excess Available Funds are Available Funds that remain after the payment of interest and other required payments for the notes.

The nominal liquidation amount of a note corresponds to the portion of the principal receivables that are allocated to support that note.

The aggregate nominal liquidation amount of all of the notes is equal to the portion of the principal receivables that are allocated to support all series of notes. Anything that increases or decreases the aggregate nominal liquidation amount of the notes will also increase or decrease the Aggregate Investor Percentage of the principal receivables that are allocated to support all series of notes.

Upon a sale of credit card receivables held by the issuing entity (i) following the insolvency of Funding, (ii) following an event of default and acceleration for a note, or (iii) on a note’s legal maturity date, each as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” the nominal liquidation amount of a note will be reduced to zero.

For a detailed discussion of nominal liquidation amount, see “The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount.”

Subordination

Payment of principal of and interest on subordinated classes of notes will be subordinated to the payment of principal of and interest on senior classes of notes, except to the extent provided in this prospectus. [The Class A notes, including the Class A(20[•]-[•]) notes, will not be subordinated to any other WFCardSeries notes.][The Class B(20[•]-[•]) notes will be subordinated to the Class A WFCardSeries notes.][The Class C(20[•]-[•]) notes will be subordinated to the Class A and Class B WFCardSeries notes.]

Available Principal Amounts allocable to subordinate classes of WFCardSeries notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] may be reallocated to pay interest on [the Class A WFCardSeries notes][the Class A WFCardSeries notes and the Class B WFCardSeries notes][the Class A WFCardSeries notes, the Class B WFCardSeries notes and the Class C WFCardSeries notes] or a portion of the servicing fee allocable to the WFCardSeries. In addition, the nominal liquidation amount of a subordinated class of WFCardSeries notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] will generally be reduced for charge-offs resulting from uncovered Investor Default Amounts for the WFCardSeries prior to any reductions in the nominal liquidation amount of the senior classes of the WFCardSeries. While in a multiple tranche series (including the WFCardSeries) charge-offs from uncovered Investor Default Amounts allocable to the series initially will be allocated to each tranche pro rata, these charge-offs will then be reallocated from tranches in the senior classes to tranches in the subordinated classes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] to the extent credit enhancement in the form of subordination is still available to such senior tranches.

In addition, Available Principal Amounts are first utilized to fund targeted deposits to the principal funding subaccounts of senior classes before being applied to the principal funding subaccounts of the subordinated classes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes].

 

22

In a multiple tranche series (including the WFCardSeries), subordinated notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes [such as the Class D(20[•]-[•]) notes]] that reach their expected principal payment date, or that have an early redemption event, event of default or other optional or mandatory redemption, will not be paid to the extent that those notes are necessary to provide the required subordination for senior classes of notes of the same series. If a tranche of subordinated notes [such as the Class B(20[•]-[•]) notes][such as the Class C(20[•]-[•]) notes][such as the Class D(20[•]-[•]) notes] cannot be paid because of the subordination provisions of its respective indenture supplement, prefunding of the principal funding subaccounts for the senior notes of the same series will begin, as described in this prospectus (in the case of the WFCardSeries) and in the related prospectus (in the case of other multiple tranche series). See “The Notes—Principal.” After that time, the subordinated notes will be paid only to the extent that:

 

●

the principal funding subaccounts for the senior classes of notes of that series are prefunded in an amount such that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination;

 

●

new tranches of subordinated notes of that series are issued so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination;

 

●

enough notes of senior classes of that series are repaid so that the subordinated notes that have reached their expected principal payment date are no longer necessary to provide the required subordination; or

 

●

the subordinated notes reach their legal maturity date.

On the legal maturity date of a tranche of notes, Available Principal Amounts, if any, allocable to that tranche and proceeds from any sale of receivables will be paid to the noteholders of that tranche, even if payment would reduce the amount of available subordination below the required subordination for the senior classes of that series.

WFCardSeries Credit Enhancement

Credit enhancement for the WFCardSeries notes generally will be provided through subordination. [Credit enhancement for the Class A(20[•]-[•]) notes will be provided through subordination of the Class B, Class C and Class D WFCardSeries notes][Credit enhancement for the Class B(20[•]-[•]) notes will be provided through subordination of the Class C and Class D WFCardSeries notes][Credit enhancement for the Class C(20[•]-[•]) notes will be provided by the Class D WFCardSeries notes and the Class C reserve account.] The amount of subordination available to provide credit enhancement to any tranche of WFCardSeries notes is limited to its available subordinated amount of each class or tranche of WFCardSeries notes that is subordinated to it. Each senior tranche of WFCardSeries notes has access to credit enhancement from those subordinated notes only in an amount not exceeding its required subordinated amount of those notes minus the amount of usage of that required subordinated amount. “Usage” refers to the amount of the required subordinated amount of a class of WFCardSeries notes actually utilized by a senior tranche of WFCardSeries notes due to losses relating to charged-off receivables and the application of subordinated WFCardSeries notes’ principal allocations to pay interest on senior classes and servicing fees. Losses that increase usage may include (i) losses relating to charged-off receivables that are allocated directly to a class of subordinated WFCardSeries notes, (ii) losses relating to usage of available subordinated amounts by another class of WFCardSeries notes that shares credit enhancement from those subordinated WFCardSeries notes, which are allocated proportionately to the senior WFCardSeries notes supported by those subordinated WFCardSeries notes, and (iii) losses reallocated to

 

23

the subordinated WFCardSeries notes from the applicable tranche of senior WFCardSeries notes. Usage may be reduced in later months if amounts are available to reimburse losses or to reinstate other amounts reallocated from the subordinated WFCardSeries notes. The required subordinated amount of a class of subordinated WFCardSeries notes less its usage equals the remaining available subordinated amount of that class of subordinated WFCardSeries notes, which we refer to as the unused subordinated amount for that tranche of notes. See “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount” and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series” for more information regarding required subordinated amount, usage, and available subordinated amounts. If the available subordinated amount for any tranche of WFCardSeries notes has been reduced to zero, losses that otherwise would have been reallocated to subordinated notes will be borne by that tranche of WFCardSeries notes. The nominal liquidation amount of those notes will be reduced by the amount of losses allocated to those notes, and it is unlikely that those notes will receive their full payment of principal.

[Subordinated classes of WFCardSeries notes generally will not receive interest payments on any payment date until the senior classes of WFCardSeries notes, including the Class A(20[•]-[•]) notes, have received their full interest payment on such date.][The Class B(20[•]-[•]) notes generally will not receive interest payments on any payment date until the Class A notes of the WFCardSeries have received their full interest payment on such date.][The Class C(20[•]-[•]) notes will generally not receive interest payments on any payment date until the Class A notes and the Class B notes of the WFCardSeries have received their full interest payment on such date.] Available Principal Amounts allocable to the subordinated classes of WFCardSeries notes may be applied to make interest payments on the senior classes of WFCardSeries notes or to pay a portion of the servicing fee allocable to the WFCardSeries. Available Principal Amounts remaining on any payment date after any reallocations for interest on the senior classes of notes or for a portion of the servicing fee allocable to the WFCardSeries will be first applied to make targeted deposits to the principal funding subaccounts of senior classes of WFCardSeries notes on such date before being applied to make required deposits to the principal funding subaccounts of the subordinated classes of WFCardSeries notes on such date.

In addition, principal payments on subordinated classes of WFCardSeries notes are subject to the principal payment rules described below in “—WFCardSeries Required Subordinated Amount.”

WFCardSeries Required Subordinated Amount

In order to issue a senior class of WFCardSeries notes, the required subordinated amount of subordinated notes must be outstanding and available on the issuance date. Generally, the required subordinated amount of a subordinated class of WFCardSeries notes for any date is an amount equal to a stated percentage of the Adjusted Outstanding Dollar Principal Amount of the senior tranche of notes for such date. Generally, the required subordinated amount for a tranche of Class A WFCardSeries notes is equal to a stated percentage of the Adjusted Outstanding Dollar Principal Amount of that tranche of Class A notes. The Class B required subordinated amount of Class C notes and of Class D notes for each tranche of Class B WFCardSeries notes is equal to a percentage of its Adjusted Outstanding Dollar Principal Amount. However, the Class B required subordinated amount of Class C notes and Class D notes for any tranche of Class B WFCardSeries notes may be adjusted to reflect its pro rata share of the portion of the Adjusted Outstanding Dollar Principal Amount of all Class B WFCardSeries notes which is not providing credit enhancement to the Class A WFCardSeries notes. Similarly, the Class C required subordinated amount of Class D notes for each tranche of Class C WFCardSeries notes is equal to a percentage of its Adjusted Outstanding Dollar Principal Amount. However, the Class C required subordinated amount of Class D notes for any tranche of Class C WFCardSeries notes may be adjusted to reflect its pro rata share of the portion of the Adjusted Outstanding Dollar Principal Amount of all Class C WFCardSeries notes which is not providing credit enhancement to the Class A WFCardSeries notes and the Class B WFCardSeries notes.

 

24

The required subordinated amount for any tranche of WFCardSeries notes will generally be determined as depicted in the chart “WFCardSeries Required Subordinated Amount” below. [Initially, for the Class A(20[•]-[•]) notes, the required subordinated amount of Class B notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes, the required subordinated amount of Class C notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A (20[•]-[•]) notes, and the required subordinated amount of Class D notes is equal to [•]% of the adjusted outstanding dollar principal amount of the Class A(20[•]-[•]) notes. The issuing entity may change any of these percentages as described further below in this section of the prospectus.]

[The required subordinated amount of Class C notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes multiplied by the sum of:

 

(i)

the Class A required subordinated amount of Class C notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

 

(ii)

[•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes can increase if the share of the Class B(20[•]-[•]) notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class C notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class B(20[•]-[•]) notes that corresponds to the Class C notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

For a further description of how to calculate the Class B required subordinated amount of Class C notes for the Class B(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

[The required subordinated amount of Class D notes for each tranche of Class B WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class B WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes. For the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class B(20[•]-[•]) notes multiplied by the sum of:

 

(i)

the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class B WFCardSeries notes divided by

 

25

the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes; plus

 

(ii)

[•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes minus the required subordinated amount of Class B notes for all Class A WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class B WFCardSeries notes.

Therefore, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes can increase if the share of the Class B(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes increases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes increases. Similarly, for the Class B(20[•]-[•]) notes, the required subordinated amount of Class D notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class B(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes decreases, or if the share of the Class B(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes decreases.

For a further description of how to calculate the Class B required subordinated amount of Class D notes for the Class B(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

[The required subordinated amount of Class D notes for each tranche of Class C WFCardSeries notes will vary depending on its pro rata share of the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries, its pro rata share of the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes and its pro rata share of the portion of the adjusted outstanding dollar principal amount of all Class C WFCardSeries notes that is not providing credit enhancement to the Class A WFCardSeries notes or the Class B WFCardSeries notes. For the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes, at any time, is generally equal to the adjusted outstanding dollar principal amount of the Class C(20[•]-[•]) notes multiplied by the sum of:

 

(i)

the Class A required subordinated amount of Class D notes for all Class A WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

 

(ii)

the Class B required subordinated amount of Class D notes for all Class B WFCardSeries notes that require any credit enhancement from Class C WFCardSeries notes divided by the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes; plus

 

(iii)

[•]% multiplied by a fraction, the numerator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes minus the sum of the required subordinated amount of Class C notes for all Class A WFCardSeries notes and the required subordinated amount of Class C notes for all Class B WFCardSeries notes, and the denominator of which is the aggregate adjusted outstanding dollar principal amount of all Class C WFCardSeries notes.

Therefore, for the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes can increase if the share of the Class C(20[•]-[•]) notes that corresponds to the Class D notes providing credit

 

26

enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases, or if the share of the Class C(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes increases. Similarly, for the Class C(20[•]-[•]) notes, the required subordinated amount of Class D notes can decrease (but will never be less than [•]% of its adjusted outstanding dollar principal amount) if the share of the Class C(20[•]-[•]) notes that corresponds to the Class D notes providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases, or if the share of the Class C(20[•]-[•]) notes that is providing credit enhancement to Class A WFCardSeries notes or Class B WFCardSeries notes decreases.

For a further description of how to calculate the Class C required subordinated amount of Class D notes for the Class C(20[•]-[•]) notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”

The issuing entity may change the required subordinated amount and related stated percentages for any tranche of notes at any time, without the consent of any noteholders, so long as the issuing entity has (i) satisfied the Rating Agency Condition with respect to the change in the required subordinated amount, and (ii) delivered to the indenture trustee and the rating agencies an issuing entity tax opinion, as described under “The Indenture—Tax Opinions for Amendments.”

[Notwithstanding the foregoing, for the Class A(20[•]-[•]) notes, the issuing entity may also change any of the stated percentages related to the required subordinated amount so long as the sum of such stated percentages for the Class A(20[•]-[•]) notes after giving effect to such change is equal to or greater than the sum of such stated percentages for the Class A(20[•]-[•]) notes immediately prior to giving effect to such change, and provided that such change will not result in a shortfall in the available subordinated amount for any tranche of WFCardSeries notes. Any such change to such stated percentages satisfying the condition set forth in the immediately preceding sentence may be implemented without the consent of or notice to any noteholders and without the consent of any note rating agency (but with prior written notice to Moody’s (if Moody’s is a Note Rating Agency at such time).]

For a more detailed description of how to calculate the required subordinated amount of any tranche of WFCardSeries notes, see “The Notes—Required Subordinated Amount—WFCardSeries.”]

Limit on Repayment of All Notes

You may not receive full repayment of your Class [•](20[•]-[•]) notes if:

 

●

the nominal liquidation amount of your Class [•](20[•]-[•]) notes has been reduced by charge-offs due to uncovered Investor Default Amounts for the WFCardSeries [or as a result of reallocations of Available Principal Amounts to pay interest on senior classes of notes or a portion of the servicing fee, and those amounts have not been reimbursed from Available Funds]; or

 

●

receivables are sold (i) following the insolvency of Funding, (ii) following an event of default and acceleration or (iii) on the legal maturity date, and the proceeds from the sale of receivables, plus any available amounts on deposit in the applicable subaccounts allocable to your notes are insufficient.

 

27

Sources of Funds to Pay the Notes

The issuing entity will have the following sources of funds to pay principal of and interest on the notes (including the Class [•](20[•]-[•]) notes):

 

●

Collections of Credit Card Receivables. Currently, the issuing entity owns primarily receivables arising in selected Visa and American Express revolving credit card accounts. In the future, the issuing entity could also own receivables arising in selected revolving credit card accounts of one or more other major card payment networks, including Mastercard. Funding has transferred, and will continue to transfer, such credit card receivables to the issuing entity in accordance with the terms of the transfer agreement. The issuing entity will therefore receive collections of principal receivables and collections of finance charge receivables as a source of funds for payments on the notes. If collections of receivables are less than expected, payments of principal of and interest on the notes could be delayed or remain unpaid.

 

●

Derivative Agreements. Some notes may have the benefit of one or more derivative agreements, including interest rate swaps, or other agreements described in “Sources of Funds to Pay the Notes—Derivative Agreements.”

 

●

The Issuing Entity Accounts. The issuing entity has established a collection account for the purpose of receiving collections of finance charge receivables and principal receivables and other related amounts. The issuing entity has also established an excess funding account for the purpose of retaining amounts that would otherwise be paid to the holder of the Transferor Interest, but for the fact that the Transferor Interest at the time is less than the Minimum Transferor Interest. The issuing entity may establish supplemental accounts for any series, class or tranche of notes.

During each month, collections of receivables will be deposited into the collection account. Those deposits will then be allocated among each series of notes and applied as described in this prospectus.

[Derivative Agreement for Class [•](20[•]-[•]) Notes]

[The amount payable by the derivative counterparty to the issuing entity under the derivative agreement will be, for each Transfer Date, an amount equal to one-twelfth of the product of (a) [•]% and (b) the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the prior month (or, with respect to the Transfer Date related to the initial interest accrual period, the initial dollar principal amount of the Class [•](20[•]-[•]) notes). In the case of the first Transfer Date, such amounts will include accrued amounts for the period from and including the issuance date to but excluding the first interest payment date. Payments from the derivative counterparty to the issuing entity will be calculated on the basis of a 360-day year and twelve 30-day months.

The amount payable by the issuing entity to the derivative counterparty under the derivative agreement will be, for each Transfer Date, an amount equal to the product of:

 

(i)

a fraction, the numerator of which is the actual number of days in the interest accrual period relating to such Transfer Date, and the denominator of which is 360;

 

(ii)

a rate not to exceed LIBOR prevailing on the related interest rate determination date with respect to such interest accrual period plus [•]% per year; and

 

28

(iii)

the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the prior month (or, with respect to the Transfer Date related to the initial interest accrual period, the initial dollar principal amount of the Class [•](20[•]-[•]) notes).

An “interest accrual period” begins on and includes an interest payment date and ends on but excludes the next interest payment date. However, the first interest accrual period will begin on and include the issuance date. “LIBOR” is the London interbank offered rate for U.S. dollar deposits for a [•]-month period as of each interest rate determination date. An “interest rate determination date” means [•] [•], 20[•] for the period from and including the issuance date to but excluding [•] [•], 20[•] and for each interest accrual period thereafter, the second London business day prior to the interest payment date on which such interest accrual period commences. A “London business day” means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market.

For each Transfer Date, the net derivative receipt, if any, will be treated as Available Funds. The net derivative payment, if any, will be paid to the derivative counterparty out of Available Funds and certain other available amounts allocated to the Class [•](20[•]-[•]) notes and deposited into the related interest funding subaccount, including amounts on deposit in the accumulation reserve subaccount and reallocated Available Principal Amounts, based on the respective amounts due as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Funds to the Interest Funding Account” in this prospectus.

The “net derivative payment,” for any Transfer Date, means, (a) if the netting provisions of the derivative agreement apply, the amount by which the floating amount for such date exceeds the fixed amount for such date, and (b) otherwise, an amount equal to the floating amount for such date.

The “net derivative receipt,” for any Transfer Date, means, (a) if the netting provisions of the derivative agreement apply, the amount by which the fixed amount for such date exceeds the floating amount for such date, and (b) otherwise, an amount equal to the fixed amount for such date.

The netting provisions of the derivative agreement will apply unless the issuing entity elects gross payments to be made pursuant to the provisions of the derivative agreement. If the issuing entity elects gross payments under the derivative agreement, the issuing entity’s obligation to pay the floating amount on any Transfer Date to the derivative counterparty pursuant to the terms of the derivative agreement is conditioned upon the prior receipt of the fixed amount from the derivative counterparty for such date.

The “fixed amount,” for any Transfer Date, means an amount equal to the fixed amount (including any termination payments pursuant to the derivative agreement) payable by the derivative counterparty to the issuing entity for such date pursuant to the terms of the derivative agreement.

The “floating amount,” for any Transfer Date, means an amount equal to the floating amount payable by the issuing entity to the derivative counterparty for such date pursuant to the derivative agreement minus the excess of (i) the targeted amount of principal funding subaccount earnings for the Class [•](20[•]-[•]) notes for the related month over (ii) the sum of the amount actually earned on such funds for the related month, plus amounts withdrawn from the applicable accumulation reserve subaccount, plus collections of finance charge receivables allocable to the designated portion of the Transferor Interest, if any, plus amounts withdrawn from a derivative reserve account, in each case, to cover shortfalls on principal funding subaccount earnings, if any. The floating amount does not include any termination payments payable by the issuing entity to the derivative counterparty pursuant to the derivative agreement.

 

29

The derivative agreement will terminate by its terms, whether or not the Class [•](20[•]-[•]) notes have been paid in full prior to such termination, upon the earliest to occur of:

 

(i)

the termination of the issuing entity pursuant to the terms of the indenture;

 

(ii)

the payment in full of the Class [•](20[•]-[•]) notes;

 

(iii)

the expected principal payment date for the Class [•](20[•]-[•]) notes;

 

(iv)

the insolvency, conservatorship or receivership of the derivative counterparty;

 

(v)

the failure on the part of the issuing entity or the derivative counterparty to make any payment under the derivative agreement within the applicable grace period, if any;

 

(vi)

illegality on the part of the issuing entity or the derivative counterparty to be a party to, or perform an obligation under, the derivative agreement;

 

(vii)

either the issuing entity or the derivative counterparty will, or there is a substantial likelihood that it will, be required to pay certain taxes or deduct or withhold part of payment received for or on account of a tax;

 

(viii)

failure of the derivative counterparty to provide certain organizational or financial information to the issuing entity to the extent that the aggregate significance percentage of all the derivative products provided by the derivative counterparty or its affiliates to the issuing entity is 10% or more; and

 

(ix)

the issuing entity amends the trust agreement, the indenture or the WFCardSeries indenture supplement without the consent of the derivative counterparty in a manner that would have an adverse effect on the derivative counterparty or would adversely impact the issuing entity’s ability to perform under the derivative agreement.

In the event that the derivative agreement terminates prior to the payment in full of the Class [•](20[•]-[•]) notes, applications of Available Funds to fund targeted deposits to the interest funding subaccount will be made without the benefit of any net derivative receipts that might have been due for any future Transfer Dates.

If (i) the derivative counterparty’s or a replacement derivative counterparty’s short-term credit rating from SP Global Ratings is below “[•],” (ii) in the case of a replacement derivative counterparty that does not have a short-term credit rating from SP Global Ratings, such derivative counterparty’s long-term, senior, unsecured debt rating from SP Global Ratings is below “[•],” or (iii) any such relevant rating is withdrawn by SP Global Ratings, the derivative counterparty will be required within 30 days from the date of such rating or withdrawal to fund an interest reserve account in an amount equal to one-twelfth of the product of (a) [•]% and (b) the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes at the end of the month preceding such reduction or withdrawal (the “required interest reserve amount”). On any Transfer Date after such deposit, if SP Global Ratings short-term credit rating of the derivative counterparty or replacement derivative counterparty is “[•]” or higher, or if SP Global Ratings long-term, senior, unsecured debt rating of a replacement derivative counterparty that does not have a short-term credit rating from SP Global Ratings is “[•]” or higher, the issuing entity will distribute any amounts on deposit in the interest reserve account to the derivative counterparty pursuant to the terms of the derivative agreement. The issuing entity will establish and maintain the interest reserve account for the benefit of the Class [•](20[•]-[•]) noteholders. There can be no assurance that the derivative counterparty can or will

 

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adequately fund the interest reserve account. If the derivative counterparty fails to adequately fund the interest reserve account within 30 days of such reduction or withdrawal (an “interest reserve account event”), then (i) if an early redemption event has not previously occurred, upon the occurrence of an early redemption event, Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes, together with any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes, will not be retained in such subaccount and will be paid to the Class [•](20[•]-[•]) noteholders or (ii) if an early redemption event has previously occurred, upon the occurrence of such interest reserve account event, any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes will not be retained in such account and will, together with Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes, if any, be paid to the Class [•](20[•]-[•]) noteholders.

All amounts on deposit in the interest reserve account on any Transfer Date (after giving effect to any deposits to the interest reserve account to be made on such Transfer Date) are permitted to be invested in Permitted Investments. Investment earnings on amounts on deposit in the interest reserve account will be retained in the interest reserve account (to the extent the amount on deposit is less than the required interest reserve amount) or paid to the derivative counterparty.

On the Transfer Date on or following the termination of the derivative agreement due to a default by the derivative counterparty, the issuing entity will withdraw an amount equal to the net derivative receipt, if any, for such Transfer Date, plus the amount of any net derivative receipt previously due but not paid, from funds on deposit in the interest reserve account, if any, and treat such amounts as Available Funds as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—WFCardSeries Available Funds” in this prospectus as if such amounts were a net derivative receipt received from the derivative counterparty. The interest reserve account will thereafter be terminated.

Upon the termination of the interest reserve account, any remaining amounts that had been on deposit therein will be paid to the derivative counterparty.

In the event the long-term, senior, unsecured debt rating of the derivative counterparty or a replacement derivative counterparty is reduced below “[•]” by SP Global Ratings or below “[•]” by Moody’s, or is withdrawn by either SP Global Ratings or Moody’s, the issuing entity will direct the derivative counterparty to assign its rights and obligations under the derivative agreement to a replacement derivative counterparty. There can be no assurance that a successor derivative counterparty will be found or that such assignment can be made.

The aggregate “significance percentage” of the derivative agreement, as calculated in accordance with Item 1115 of Regulation AB, is less than 10%.]

WFCardSeries Class C Reserve Account

The issuing entity will establish a Class C reserve subaccount to provide credit enhancement solely for the holders of the related tranche of Class C WFCardSeries notes. The Class C reserve subaccount for each tranche of Class C WFCardSeries notes will initially not be funded. Such Class C reserve subaccount will not be funded unless and until the three-month average of the Excess Available Funds Percentage falls below the levels described [in the prospectus relating to such tranche of Class C WFCardSeries notes][above under “The Class C(20[•]-[•]) Notes—Summary of Terms”] or an early redemption event or event of default occurs for such tranche of Class C WFCardSeries notes.

Funds on deposit in the Class C reserve subaccount for each tranche of Class C WFCardSeries notes will be available to holders of those notes to cover shortfalls of interest payable on interest payment dates. Funds on deposit in the Class C reserve subaccount for each tranche of Class C WFCardSeries notes will

 

31

also be available to holders of those notes to cover certain shortfalls in principal. Only the holders of the related tranche of Class C WFCardSeries notes will have the benefit of the related Class C reserve subaccount. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Withdrawals from the Class C Reserve Account.”

Flow of Funds and Application of Finance Charge and Principal Collections

For a detailed description of the application of collections, see “Sources of Funds to Pay the Notes—Application of Collections” and “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Finance charge collections and other amounts allocated to the WFCardSeries, called WFCardSeries Available Funds, will generally be applied each month to make the payments or deposits depicted in the chart “Application of WFCardSeries Available Funds” below. See the chart “Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer of WF Card Issuance Trust” below for a depiction of how finance charge collections are allocated. For a detailed description of the application of WFCardSeries Available Funds, see “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Principal collections and other amounts allocated to the WFCardSeries, called WFCardSeries Available Principal Amounts, generally will be applied each month to make the payments or deposits depicted in the chart “Application of WFCardSeries Available Principal Amounts” below. See the chart “Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer of WF Card Issuance Trust” below for a depiction of how principal collections are allocated. For a detailed description of the application of WFCardSeries Available Principal Amounts, see “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series.”

Revolving Period

Until principal amounts are needed to be accumulated to pay any tranche of WFCardSeries notes (including the Class [•](20[•]-[•]) notes), principal amounts allocable to that tranche of notes will be applied to other WFCardSeries notes which are accumulating principal or paid to Funding as holder of the Transferor Interest. This period is commonly referred to as the revolving period. Currently, with respect to a tranche of WFCardSeries notes, the revolving period is scheduled to end twelve calendar months prior to the expected principal payment date for such tranche of WFCardSeries notes. However, if an early redemption event or event of default and acceleration for the related tranche of WFCardSeries notes occurs before the revolving period otherwise ends, the revolving period could end earlier than currently scheduled. Descriptions of the early redemption events and events of default are set forth under “The Indenture—Early Redemption Events,” “—Events of Default” and “—Events of Default Remedies,” respectively. In addition, if the issuing entity reasonably expects to need less than the expected accumulation period to fully accumulate the outstanding dollar principal amount of the related tranche of notes, the end of the revolving period may be delayed. A description of the basis on which the issuing entity may determine to delay the end of the revolving period is set forth under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account.”

Early Redemption of Notes

The issuing entity will be required to redeem the Class [•](20[•]-[•]) notes upon the occurrence of an early redemption event relating to the Class [•](20[•]-[•]) notes, but only to the extent funds are available for such redemption after giving effect to all allocations and reallocations [and, in the case of subordinated notes of

 

32

a multiple tranche series like the Class [•](20[•]-[•]) notes, only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series].

[However, if so determined at the time of issuance, and subject to certain exceptions, it is possible that other notes that have the benefit of a derivative agreement will not be redeemed prior to such notes’ expected principal payment date.]

Early redemption events for the Class [•](20[•]-[•]) notes include the following:

 

●

the occurrence of the Class [•](20[•]-[•]) notes’ expected principal payment date;

 

●

Funding is unable to transfer receivables in accordance with the terms of the transfer agreement or WFBNA is unable to transfer receivables to Funding in accordance with the receivables purchase agreement;

 

●

the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

 

●

any of the early redemption events listed in the indenture supplement described under “The Indenture—WFCardSeries Early Redemption Events”; and

 

●

the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuing entity with respect to WFBNA or Funding.

The following early redemption event is included in the events described above: if for any month the amount of Excess Available Funds for the WFCardSeries notes averaged over the three preceding calendar months is less than the Required Excess Available Funds for the WFCardSeries for such month, an early redemption event will occur for all tranches of WFCardSeries notes, including the Class [•](20[•]-[•]) notes.

With respect to the WFCardSeries, Excess Available Funds for any month equals the Available Funds allocated to the WFCardSeries that month after application for targeted deposits to the interest funding account, payment of the servicing fee allocable to the WFCardSeries, application to cover WFCardSeries Investor Default Amounts for the WFCardSeries and reimbursement of any deficits in the nominal liquidation amounts of WFCardSeries notes.

See “The Notes—Early Redemption of Notes” and “The Indenture—Early Redemption Events.”

Upon the occurrence of an early redemption event for the Class [•](20[•]-[•]) notes, such notes will be entitled to receive payments of interest and principal each month, subject to the conditions outlined in “The Notes—Early Redemption of Notes” and “The Indenture—Early Redemption Events.”

It is not an event of default if the issuing entity fails to redeem a note because it does not have sufficient funds available or because payment of the note is delayed because it is necessary to provide required subordination for a senior class of notes.

[If an early redemption event (other than the issuing entity becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended) applicable to the Class [•](20[•]-[•]) notes occurs and the derivative agreement has not been terminated, an interest reserve account event has not occurred and an event of default and acceleration of the Class [•](20[•]-[•]) notes has not occurred, Available Principal Amounts allocable to the Class [•](20[•]-[•]) notes together with any amounts in the principal funding subaccount for the Class [•](20[•]-[•]) notes will not be paid to the holders of the

 

33

Class [•](20[•]-[•]) notes as described under “The Indenture—Early Redemption of the Notes,” but instead will be retained in the principal funding subaccount and paid to the Class [•](20[•]-[•]) noteholders on the expected principal payment date of the Class [•](20[•]-[•]) notes. See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes.”

However, if following an early redemption event for the Class [•](20[•]-[•]) notes (i) the derivative agreement terminates, (ii) an interest reserve account event occurs, (iii) the issuing entity becomes an “investment company” within the meaning of the Investment Company Act of 1940, as amended or (iv) an event of default and acceleration of the Class [•](20[•]-[•]) notes occurs, Available Principal Amounts will be paid to the Class [•](20[•]-[•]) noteholders. See “The Class [•](20[•]-[•]) Notes—Early Redemption of Notes.”

See “Prospectus Summary—Sources of Funds to Pay the Notes—Derivative Agreement for Class [•](20[•]-[•]) Notes” for a description of the events leading to the occurrence of an interest reserve account event.]

Optional Redemption by the Issuing Entity

Funding, so long as it is an affiliate of the servicer, has the right, but not the obligation, to direct the issuing entity to redeem the Class [•](20[•]-[•]) notes (and all other tranches of WFCardSeries notes) in whole but not in part on any day on or after the day on which its nominal liquidation amount is reduced to less than 5% of its highest outstanding dollar principal amount. This repurchase option is referred to as a clean-up call.

The issuing entity will not redeem subordinated WFCardSeries notes if those notes are required to provide credit enhancement for senior classes of WFCardSeries notes. If the issuing entity is directed to redeem any tranche of WFCardSeries notes, it will notify the registered holders at least thirty days prior to the redemption date. The redemption price of a note will equal 100% of the outstanding principal amount of that note, plus accrued but unpaid interest on the note to, but excluding the date of redemption.

If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payments on the related tranche of WFCardSeries notes will thereafter be made, subject to the principal payment rules described above under “—Subordination,” until either the principal of and accrued interest on that tranche of notes are paid in full or the legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount and the interest funding subaccount and, in the case of Class C WFCardSeries notes, the Class C reserve subaccount, for the related tranche of WFCardSeries  notes will be applied to make the principal and interest payments on these notes on the redemption date.

Events of Default

The documents that govern the terms and conditions of the Class [•](20[•]-[•]) notes include a list of adverse events known as events of default.

Some events of default result in an automatic acceleration of the Class [•](20[•]-[•]) notes, and others result in the right of the holders of the Class [•](20[•]-[•]) notes to demand acceleration after an affirmative vote by holders of not less than 66 2/3% of the outstanding dollar principal amount of the Class [•](20[•]-[•]) notes.

 

34

Events of default for the Class [•](20[•]-[•]) notes include the following:

 

●

the issuing entity’s failure, for a period of 35 days, to pay interest upon the Class [•](20[•]-[•]) notes when such interest becomes due and payable;

 

●

the issuing entity’s failure to pay the principal amount of the Class [•](20[•]-[•]) notes on the applicable legal maturity date;

 

●

the issuing entity’s default in the performance, or breach, of any other of its covenants or warranties in the indenture for a period of 60 days after either the indenture trustee or the holders of 25% of the aggregate outstanding dollar principal amount of the outstanding Class [•](20[•]-[•]) notes has provided written notice requesting remedy of such breach, and, as a result of such default, the interests of the Class [•](20[•]-[•]) noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60-day period; and

 

●

the occurrence of an Insolvency Event.

Other series, classes or tranches of notes can have the same or different events of default. An event of default relating to one series, class or tranche of notes will not necessarily be an event of default for any other series, class or tranche of notes.

Upon the occurrence of an event of default and acceleration for the Class [•](20[•]-[•]) notes, the Class [•](20[•]-[•]) notes will be entitled to receive payments of interest and principal each month, subject to the conditions outlined in “The Indenture—Events of Default” and “—Events of Default Remedies.”

Events of Default Remedies

After an event of default and acceleration of the Class [•](20[•]-[•]) notes, funds on deposit in the applicable issuing entity accounts for the Class [•](20[•]-[•]) notes will be applied to pay principal of and interest on the Class [•](20[•]-[•]) notes. Then, in each following month, Available Principal Amounts and Available Funds allocated to the Class [•](20[•]-[•]) notes will be applied to make monthly principal and interest payments on the Class [•](20[•]-[•]) notes until the earlier of the date the Class [•](20[•]-[•]) notes are paid in full or the legal maturity date of the Class [•](20[•]-[•]) notes. However, subordinated notes of a multiple tranche series [like the [Class B][Class C][Class D](20[•]-[•]) notes] will receive payment of principal of those notes prior to the legal maturity date of such notes only if and to the extent that funds are available for that payment and, after giving effect to that payment, the required subordination will be maintained for senior notes in that series.

If an event of default for the Class [•](20[•]-[•]) notes occurs and those notes are accelerated, the indenture trustee may, and at the direction of not less than 66 2/3% of the Class [•](20[•]-[•]) noteholders will, sell credit card receivables. However, this sale of receivables may occur only:

 

●

if the conditions specified in “The Indenture—Events of Default Remedies” are satisfied and, for subordinated notes of a multiple tranche series [like the [Class B][Class C][Class D](20[•]-[•]) notes], only to the extent that payment is permitted by the subordination provisions of the senior notes of the same series; or

 

●

on the legal maturity date of the Class [•](20[•]-[•]) notes.

 

35

The holders of the accelerated notes will be paid their allocable share of the proceeds of a sale of credit card receivables. Upon the sale of the receivables, the nominal liquidation amount of those accelerated notes will be reduced to zero. See “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables.”

WFCardSeries Issuing Entity Accounts

The issuing entity has caused to be established and maintained with the paying agent a principal funding account, a collection account, an interest funding account, an accumulation reserve account, a Class C reserve account, a Class D reserve account, and an excess funding account for the benefit of the WFCardSeries. The principal funding account, the interest funding account, and the accumulation reserve account[, and the Class C reserve account] will have subaccounts for the Class [•](20[•]-[•]) notes. [Describe material terms of any additional issuing entity accounts for the Class [•](20[•]-[•]) notes.]

Each month, amounts received related to the receivables held in the issuing entity and other amounts will be deposited in the issuing entity accounts and allocated to the notes as described in this prospectus.

Security for the Notes

The notes of all series are secured by a shared security interest in the receivables held in the issuing entity and the collection account, but each tranche of notes is entitled to the benefits of only that portion of the assets allocated to it under the indenture and the indenture supplement.

Each tranche of notes is also secured by a security interest in any derivative agreement for that tranche.

The Class [•](20[•]-[•]) notes are secured by a shared security interest in:

 

●

the receivables held by the issuing entity and all payments due on such receivables (together with interchange, insurance proceeds and recoveries allocable on such receivables and all collections on such receivables);

 

●

the collection account;

 

●

the excess funding account;

 

●

the applicable principal funding subaccount;

 

●

the applicable interest funding subaccount; [and]

 

●

the applicable accumulation reserve subaccount[; and]

 

●

[name of any additional issuing entity accounts for the Class [•](20[•]-[•]) notes; and]

 

●

[the applicable Class C reserve subaccount].

As discussed above, the Class [•](20[•]-[•]) notes are entitled to the benefits of only that portion of the assets allocated to them under the indenture and the WFCardSeries indenture supplement.

 

36

Limited Recourse to the Issuing Entity

The sole source of payment for principal of or interest on a tranche of notes (including the Class [•](20[•]-[•]) notes) is provided by:

 

●

the portion of collections of principal receivables and finance charge receivables received by the issuing entity under the receivables allocated to the WFCardSeries and available to the [Class A(20[•]-[•]) notes][[Class B(20[•]-[•]) notes][Class C(20[•]-[•]) notes] after giving effect to any reallocations, payments and deposits for senior notes];

 

●

funds in the applicable issuing entity accounts for that tranche of notes; and

 

●

payments received under any applicable derivative agreement for that tranche of notes.

Noteholders will have no recourse to any other assets of the issuing entity – other than any shared excess available amounts and shared excess available principal amounts – or any other person or entity for the payment of principal of or interest on the notes.

If there is a sale of credit card receivables (i) following the insolvency of Funding, (ii) following an event of default and acceleration, or (iii) on the applicable legal maturity date, each as described in “Sources of Funds to Pay the Notes—Sale of Credit Card Receivables,” following such sale those noteholders have recourse only to the proceeds of that sale, investment earnings on those proceeds and any funds previously deposited in any applicable issuing entity account for such noteholders.

WFCardSeries Accumulation Reserve Account

The issuing entity will establish an accumulation reserve subaccount for the Class [•](20[•]-[•]) notes to cover shortfalls in investment earnings on amounts (other than prefunded amounts) on deposit in the principal funding subaccount for the Class [•](20[•]-[•]) notes.

If the Class [•](20[•]-[•]) notes require more than one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the amount targeted to be deposited in the accumulation reserve subaccount for the Class [•](20[•]-[•]) notes shall be [•]% of the outstanding dollar principal amount of such notes. This amount may be changed at the discretion of the issuing entity. However, this amount can only be reduced at the discretion of the issuing entity if the Rating Agency Condition has been satisfied with respect to such reduction. If the Class [•](20[•]-[•]) notes require more than one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the accumulation reserve subaccount for such notes will be funded no later than three months prior to the date on which a budgeted deposit is first targeted for such notes as described under “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits to the Accumulation Reserve Subaccounts.” If the Class [•](20[•]-[•]) notes require only one budgeted deposit to accumulate and pay the principal of such notes on their expected principal payment date, the amount targeted to be deposited in the accumulation reserve subaccount for such notes will be zero. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Targeted Deposits of WFCardSeries Available Principal Amounts to the Principal Funding Account” for a discussion of how the issuing entity will determine the number of budgeted deposits required to accumulate and pay the principal of each tranche of notes.

 

37

Shared Excess Available Funds

The WFCardSeries is included in “Excess Available Funds Group One” for the purposes of shared excess available funds. In addition to the WFCardSeries, the issuing entity may issue other series of notes that are included in Excess Available Funds Group One for this purpose.

To the extent that Available Funds allocated to the WFCardSeries are available after all required applications of such amounts as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Application of WFCardSeries Available Funds,” these unused Available Funds, called shared excess available funds, will be applied to cover shortfalls in Available Funds for other series of notes in Excess Available Funds Group One. In addition, the WFCardSeries may receive the benefits of shared excess available funds from other series in Excess Available Funds Group One, to the extent Available Funds for such other series of notes are not needed for such series. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” and “—Deposit and Application of Funds for each Series—Shared Excess Available Funds.”

Shared Excess Available Principal Amounts

The WFCardSeries is included in “Excess Available Principal Amounts Group One” for the purposes of shared excess available principal amounts. In addition to the WFCardSeries, the issuing entity may issue other series of notes that are included in Excess Available Principal Amounts Group One for this purpose.

To the extent that Available Principal Amounts allocated to the WFCardSeries are available after all required applications of such amounts as described in “Sources of Funds to Pay the Notes—Deposit and Application of Funds for each Series—Application of WFCardSeries Available Principal Amounts,” these unused Available Principal Amounts, called shared excess available principal amounts, will be applied to cover shortfalls in Available Principal Amounts for other series of notes in Excess Available Principal Amounts Group One. In addition, the WFCardSeries may receive the benefits of shared excess available principal amounts from other series in Excess Available Principal Amounts Group One, to the extent Available Principal Amounts for such other series of notes are not needed for such series. See “Sources of Funds to Pay the Notes—Deposit and Application of Funds” and “—Deposit and Application of Funds for each Series—Shared Excess Available Principal Amounts.”

Registration, Clearing and Settlement

The Class [•](20[•]-[•]) notes offered by this prospectus will be registered in the name of The Depository Trust Company or its nominee, and purchasers of notes will be entitled to receive a definitive certificate only under limited circumstances. Owners of the Class [•](20[•]-[•]) notes may elect to hold their notes through The Depository Trust Company in the United States or through Clearstream Banking or the Euroclear system in Europe. Transfers will be made in accordance with the rules and operating procedures of those clearing systems. See “The Notes—Book-Entry Notes.”

[Stock Exchange Listing

The issuing entity will apply to list the Class [•](20[•]-[•]) notes on a stock exchange in Europe. The issuing entity cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained. To determine whether the Class [•](20[•]-[•]) notes are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890-0001, telephone number: (302) 636-6189.]

 

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Ratings

A rating addresses the likelihood of the payment of interest on a note when due and the ultimate payment of principal of that note by its legal maturity date. A rating does not address the likelihood of payment of principal of a note on its expected principal payment date. In addition, a rating does not address the possibility of an early payment or acceleration of a note, which could be caused by an early redemption event or an event of default. A rating is not a recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time by the assigning note rating agency. Each rating should be evaluated independently of any other rating.

See “Risk Factors—General Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease” in this prospectus.

ERISA Eligibility

Subject to important considerations described under “Benefit Plan Investors,” the indenture permits benefit plans to purchase Class [•](20[•]-[•]) notes. A fiduciary of a benefit plan should consult its counsel as to whether a purchase of notes by the plan is permitted by ERISA and the Internal Revenue Code.

Tax Status

Subject to important considerations described under “Federal Income Tax Consequences” in this prospectus, Chapman and Cutler LLP, as special tax counsel to the issuing entity, is of the opinion that, for United States federal income tax purposes (1) the Class [•](20[•]-[•]) notes will be treated as indebtedness and (2) the issuing entity will not be classified as an association or a publicly traded partnership taxable as a corporation. In addition, noteholders will agree, by acquiring the Class [•](20[•]-[•]) notes, to treat the Class [•](20[•]-[•]) notes as debt for federal, state and local income and franchise tax purposes.

Denominations

The Class [•](20[•]-[•]) notes offered by this prospectus will be issued in denominations of $[5,000] and multiples of $1,000 in excess of that amount.

 

39

Application of Collections of Finance Charges and Principal Payments Received by WFBNA as Servicer

 

As of the issuance date for your notes, the WFCardSeries [will be][is] the only issued and outstanding series of WF Card Issuance Trust.

 

40

Application of WFCardSeries Available Funds		Application of WFCardSeries Available Principal Amounts

 

41

Fees and Expenses Payable from WFCardSeries Available Funds and WFCardSeries Available Principal Amounts

 

FEES AND EXPENSES PAYABLE FROM WFCARDSERIES AVAILABLE FUNDS:
Fee		Payee		Amount
Investor Servicing Fee		Servicer		2.00% of the Weighted Average Available Funds Allocation Amount for the WFCardSeries

For any month, the servicing fee allocable to the WFCardSeries is paid immediately after Class D interest payments or deposits. For a depiction of the application of WFCardSeries Available Funds, see the chart entitled “Application of WFCardSeries Available Funds” above. The servicing fee compensates the servicer for its expenses in connection with servicing the receivables, including expenses associated with collecting, allocating and distributing collections on the receivables and other expenses payable by the servicer, such as fees and disbursements of the indenture trustee and independent certified public accountants and other fees which are not expressly stated in the trust agreement or the indenture to be payable by the issuing entity or the noteholders, other than federal, state and local income and franchise taxes, if any, of the issuing entity. So long as WFBNA is the servicer and the calculation agent, the servicing fee is also intended to include compensation to WFBNA for its activities as calculation agent. See “The Servicing Agreement—Servicing Compensation and Payment of Expenses.”

 

FEES AND EXPENSES PAYABLE FROM WFCARDSERIES AVAILABLE PRINCIPAL AMOUNTS:
Fee		Payee		Amount
Servicing Fee Shortfalls		Servicer		Any accrued but unpaid servicing fees.

For any month, shortfalls in the servicing fee allocable to the WFCardSeries, if any, are paid immediately after any Class C interest shortfalls are paid. For a depiction of the application of WFCardSeries Available Principal Amounts, see the chart entitled “Application of WFCardSeries Available Principal Amounts” above.

 

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WFCardSeries Required Subordinated Amount

The chart and the accompanying discussion below present only one example of how the required subordinated amount (the “RSA”) would be calculated for a hypothetical amount of outstanding WFCardSeries notes. This example is illustrative only. The stated percentages used in this example are applicable to the calculation of each RSA for these hypothetical notes only. The dollar amounts used in this example are illustrative only and are not intended to represent any allocation of classes and tranches of WFCardSeries notes outstanding at any time (including, but not limited to, the RSA required for any unencumbered tranche of Class B notes or Class C notes). For a detailed description of RSA generally, see “Prospectus Summary—WFCardSeries Required Subordinated Amount” and “The Notes—Required Subordinated Amount.”

In addition, the issuing entity may change the RSA and the related percentages for any tranche of notes at any time, without the consent of any noteholders, so long as the issuing entity has met certain conditions described in “The Notes—Required Subordinated Amount.”

 

Generally, the required subordinated amount of a subordinated class of notes for any date is an amount equal to a stated percentage of the adjusted outstanding dollar principal amount of the senior tranche of notes for such date.

In the example above:

 

●

For the $1,000,000,000 of Class A notes, the RSA of subordinated notes is $[•]. Of that amount, the RSA of Class B notes is $[•] (which is [•]% of $1,000,000,000), the RSA of Class C notes is $[•] (which is [•]% of $1,000,000,000), and the RSA of Class D notes is $[•] (which is [•]% of $1,000,000,000).

 

●

Encumbered Class B notes consist of that portion of the Class B notes that provide credit enhancement to the Class A notes (which is equal to the Class A RSA of Class B notes or $[•]).

 

●

Unencumbered Class B notes consist of that portion of the Class B notes that do not provide credit enhancement to the Class A notes. This unencumbered amount is equal to the aggregate amount of Class B notes ($[•]) minus the encumbered Class B notes ($[•]).

 

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●

For the $[•] of unencumbered Class B notes, the RSA of Class C notes is $[•] (which is [•]% of $[•]) and the RSA of Class D notes is $[•] (which is [•]% of $[•]).

 

●

For the $[•] of Class B notes, the RSA of Class C notes is $[•], or 100% of the Class A RSA of Class C notes ($[•]) plus the Class B RSA of Class C notes for the unencumbered Class B notes ($[•]) and the RSA of Class D notes is $[•], or 100% of the Class A RSA of Class D notes ($[•]) plus the Class B RSA of Class D notes for the unencumbered Class B notes ($[•]).

 

●

Encumbered Class C notes consist of that portion of the Class C notes that provide credit enhancement to the Class A notes or the Class B notes (which is equal to the greater of the Class A RSA of Class C notes and the Class B RSA of Class C notes, or $[•]).

 

●

Unencumbered Class C notes consist of that portion of the Class C notes that do not provide credit enhancement to the Class A or Class B notes. This unencumbered amount is equal to the aggregate amount of Class C notes ($[•]) minus the encumbered Class C notes ($[•]), or $[•].

 

●

For the $[•] of unencumbered Class C notes, the RSA of Class D notes is $[•] (which is [•]% of $[•]).

 

●

For the $[•] of Class C notes, the RSA of Class D notes is $[•], or 100% of the Class A RSA of Class D notes ($[•]) plus 100% of the Class B RSA of Class D notes ($[•]) plus the Class C RSA of Class D notes for the unencumbered Class C notes ($[•]).

 

●

Encumbered Class D notes consist of that portion of the Class D notes that provide credit enhancement to the Class A notes, the Class B notes, or the Class C notes (which is equal to the greatest of the Class A RSA of Class D notes, the Class B RSA of Class D notes, and the Class C RSA of Class D notes, or $[•]).

 

●

Unencumbered Class D notes consist of that portion of the Class D notes that do not provide credit enhancement to the Class A notes, the Class B notes, or the Class C notes. This unencumbered amount is equal to the aggregate amount of Class D notes ($[•]) minus the encumbered Class D notes ($[•]), or $[•].

 

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Risk Factors

The risk factors disclosed in this section of this prospectus describe the material risk factors of an investment in the notes.

Business Risks Relating to WFBNA’s Credit Card Business

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, affected equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in restrictions and closures for many businesses, as well as the institution of social distancing and sheltering in place requirements in many states and communities. Although some restrictive measures have been eased in certain areas, many of the restrictive measures remain in place or have been reinstated, and in some cases additional restrictive measures are being implemented. U.S. and global economies are likely to be negatively impacted for an extended period of time as there remains significant uncertainty about the timing and strength of an economic recovery.

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, credit card usage by cardholders, the rate of repayment of credit card balances, and the level of delinquencies and the rate of defaults by cardholders. The extent of these impacts depends on future developments, which are highly uncertain and difficult to predict, including, but not limited to, the duration and magnitude of the pandemic, the actions taken to contain the virus or treat its impact, the effectiveness of economic stimulus measures in the United States, and how quickly and to what extent economic and operating conditions and consumer and business spending can return to their pre-pandemic levels. As a result, the extent of credit card usage by cardholders, the rate of repayment of credit card balances, the level of delinquencies and the rate of defaults by cardholders and, consequently, the timing and amount of collections may be significantly and adversely impacted. Reductions in the amount, or delays in the timing, of interest or principal payments by cardholders will reduce the amount available for distribution on the notes. A significant decrease in the amount available for distribution on the notes could also result in an early redemption event and in early payment of your notes. See “The Indenture—Early Redemption Events.” Even after the COVID-19 pandemic has subsided, cardholder use and payment patterns and, by extension, the timing and amount of collections may continue to be adversely impacted, which could be material, as a result of the macroeconomic impact and any recession that has occurred or may occur in the future.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. Starting in March 2020, WFBNA implemented an initial 90-day deferment program, during which interest and fees were waived. Beginning in June 2020, the deferment program was modified to an initial or subsequent 60-day deferment period during which interest continues to accrue and is added to the principal balance each month, while certain fees continue to be waived. Customers are limited to an initial deferment period and one subsequent deferment period. The delinquency status for accounts participating in the deferment program is generally reported using the payment status of each account at the time payment deferral was granted. WFBNA continues to evaluate, and may need to further modify, its

 

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policies and programs to continue helping its card customers through the COVID-19 pandemic but any future actions will depend on future developments, which are highly uncertain and difficult to predict. We cannot predict what future actions may be necessary to help card customers through the COVID-19 pandemic, including card customers whose accounts have been or may in the future be designated to the Trust Portfolio. The programs have had, and are expected to continue to have, the effect of reducing or slowing collections in the near term and, if not effective in mitigating the effect of COVID-19 on cardholders, may adversely affect the notes.

Because the delinquency status for receivables subject to payment deferrals under this program reflects the payment status of the related accounts at the time payment deferral was granted, and the majority of these accounts were current at that time, it is likely that without payment deferrals a portion of the accounts reported as current would have become delinquent. In addition, because the accounts in the payment deferral program do not become delinquent or advance to the next delinquency cycle, including ultimately to charge-off, in the same timeframe that would have occurred had the payment deferral relief not been granted, the levels and severities of delinquencies and charge-off amounts through the deferment period are likely lower than would have otherwise been the case. As these accounts exit the payment deferral program and until any related delinquent receivables are charged-off, levels and severities of delinquencies and charge-off amounts will likely be higher than would have otherwise been the case. As a result, historical delinquency and charge-off experience for the Representative Portfolio is likely to not be an accurate indicator of the performance of the receivables in the Representative Portfolio in the future for so long as the effects of COVID-19 continue. For information regarding the historical delinquency and charge-off experience for cardholder payments on the credit card accounts comprising the Representative Portfolio and the Trust Portfolio, see “Annex I: The Representative Portfolio and the Trust Portfolio—The Representative Portfolio—Delinquency and Loss Experience” and under “Annex I: The Representative Portfolio and the Trust Portfolio—The Trust Portfolio— Delinquency and Loss Experience.”

In response to the pandemic, as a component of its business continuity plans, WFBNA has implemented work-from-home policies for a vast majority of its employees, and social distancing plans for its employees who are working from WFBNA’s facilities. If WFBNA becomes unable to operate its business from remote locations, including, for example, because of an internal or external failure of its information technology infrastructure, it experiences increased rates of employee illness or unavailability, or governmental restrictions are placed on its employees or operations, this could also have an adverse effect on its business continuity status and result in disruptions to its credit card operations. WFBNA may also take further actions as required by governmental authorities or that it otherwise determines are in the best interests of its customers, employees and business partners. In its capacity as servicer, WFBNA also utilizes third party vendors for certain business activities. While WFBNA closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely outside WFBNA’s control. If any transaction party is unable to adequately perform its obligations under the transaction documents due to a remote working environment, this will likely adversely impact the performance of the receivables in the Trust Portfolio and the timing and amount of distributions on the notes.

Federal, state, and local governmental authorities have enacted, and may enact in the future, legislation, regulations and protocols in response to the COVID-19 pandemic, including governmental programs intended to provide economic relief to businesses and individuals. There remains significant uncertainty regarding the measures that authorities will enact in the future and the ultimate impact of the legislation, regulations and protocols that have been and will be enacted. These measures may adversely impact the performance of the receivables in the Trust Portfolio

 

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and may have an adverse effect on credit card operations. Moreover, we expect that the effects of the COVID-19 pandemic will heighten many of the other known risks described under “Risk Factors” in this prospectus.

WFBNA may be subject to cyber-attacks and other security breaches that could have a material adverse effect on its business and results of operations, including its ability to service its credit card accounts, originate new credit card accounts or generate new receivables, and could adversely affect the timing and amount of payments on your notes.

In the normal course of business, WFBNA may collect, process and retain confidential or sensitive information regarding WFBNA’s credit card customers. The sharing, use, disclosure and protection of this information is governed by the privacy and data security policies of WFBNA. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Although WFBNA may devote significant resources and management focus to ensuring the integrity of its systems through information security and business continuity programs, its facilities and systems, and those of its third-party service providers, may be subject to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. The access by unauthorized persons to, or the improper disclosure by WFBNA of, confidential information regarding its customers or its own proprietary information, software, methodologies and business secrets could result in business disruptions, legal or regulatory proceedings, reputational damage, or other adverse consequences, any of which could materially adversely affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could adversely affect the timing and amount of payments on your notes.

Information security risks for organizations like WFBNA have increased recently in part because of new technologies, the use of the internet and telecommunications technologies (including mobile and other connected devices) to conduct financial and other business transactions, the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others, and the evolving nature of these threats. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against organizations that are designed to disrupt key business services. There can be no assurance that WFBNA or any other entities associated with WFBNA’s credit card business will not suffer any such attacks or information security breaches in the future or to what extent such attacks or breaches could adversely affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could in turn adversely affect the timing and amount of payments on your notes.

Cyber-attacks or other breaches, whether affecting WFBNA or other parties associated with WFBNA’s credit card business, could result in heightened consumer concern and regulatory focus and increased costs, which could have a material adverse effect on WFBNA’s credit card business. If the credit card business of WFBNA is materially adversely affected by such events, this could affect the ability of WFBNA to service credit card accounts and to originate and designate new credit card accounts or generate new receivables in credit card accounts, any of which could in turn adversely affect the timing and amount of payments on your notes. In addition, if WFBNA is materially adversely affected by such events, it may not be able to fulfill its obligations under the Servicing Agreement and such inability could adversely affect the timing and amount of payments on your notes.

 

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Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables. This may result in the payment of principal earlier or later than the expected principal payment date, or in reduced principal payments.

The credit card industry is highly competitive. As new credit card companies enter the market and companies try to expand their market share, effective advertising, target marketing and pricing strategies grow in importance. Additionally, the acceptance and use of other consumer loan products, such as mortgage and home equity products, for consumer spending has increased significantly in recent years. WFBNA’s ability to compete in this environment will affect its ability to generate new receivables and affect payment patterns on the receivables. If the rate at which WFBNA generates new receivables declines significantly, WFBNA might be unable to transfer additional receivables to the transferor for inclusion in the issuing entity, and an early redemption event could occur, resulting in payment of principal sooner than expected or in reduced amounts. If the rate at which WFBNA generates new receivables decreases significantly at a time when you are scheduled to receive principal payments, you might receive principal payments more slowly than planned or in reduced amounts.

Payment patterns of cardholders may not be consistent over time and variations in these payment patterns may result in reduced payment of principal, or receipt of payment of principal earlier or later than expected.

Collections of principal receivables available to pay your notes on any principal payment date or to make deposits into an issuing entity account will depend on many factors, including:

 

●

the rate of repayment of credit card balances by cardholders, which may be slower or faster than expected and which may in turn cause payment on the notes to be earlier or later than expected;

 

●

the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated to the issuing entity; and

 

●

the rate of default by cardholders.

Changes in payment patterns and credit card usage result from a variety of economic, competitive, political, social and legal factors. Economic factors include the rate of inflation, unemployment levels and relative interest rates. The availability of incentive or other award programs may also affect cardholders’ actions. Competitive factors include not only attractive terms and conditions offered by other credit card lenders, but also the attractiveness of other consumer lending products, such as mortgages and home equity loans. Social factors include consumer confidence levels and the public’s attitude about incurring debt and the consequences of personal bankruptcy. In addition, acts of terrorism, natural disasters and epidemics and other widespread health crises in the United States and the political and military response to any such events may have an adverse effect on general economic conditions, consumer confidence and general market liquidity.

We cannot predict how any of these or other factors will affect repayment patterns or credit card use and, consequently, the timing and amount of payments on your notes. Any reductions in the amount, or delays in the timing, of interest or principal payments will reduce the amount available for distribution on the notes.

 

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For a description of the impact of the COVID-19 pandemic on cardholder payment patterns and credit card usage, see “ —The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.”

WFBNA may change the terms of the credit card accounts in a way that reduces or slows collections. These changes may result in reduced, accelerated or delayed payments to you.

The receivables are transferred to the issuing entity, but WFBNA continues to own the related credit card accounts. As owner of the credit card accounts, WFBNA retains the right to change various credit card account terms (including finance charges and other fees it charges and the required minimum monthly payment). An early redemption event could occur if WFBNA reduced the finance charges and other fees it charges and a corresponding decrease in the collection of finance charges and fees resulted. In addition, changes in the credit card account terms may alter payment patterns. If payment rates decrease significantly at a time when you are scheduled to receive principal, you might receive principal more slowly than planned.

WFBNA will not reduce the interest rate it charges on the receivables or other fees if that action would cause an early redemption event relating to the notes unless WFBNA is required by law or determines it is necessary to make such change to maintain its credit card business, based on its good faith assessment of its business competition.

WFBNA will not change the terms of the credit card accounts or its servicing practices (including changes to the required minimum monthly payment and the calculation of the amount or the timing of finance charges, other fees and charge-offs) unless WFBNA reasonably believes an early redemption event would not occur for any tranche of notes and takes the same action on other substantially similar credit card accounts, to the extent permitted by those credit card accounts.

WFBNA has no restrictions on its ability to change the terms of the credit card accounts except as described above. Changes in relevant law, changes in the marketplace or prudent business practices could cause WFBNA to change credit card account terms. See “WFBNA’s Credit Card Activities—Collection Efforts” for a description of how credit card account terms can be changed.

In response to the COVID-19 pandemic, beginning in March 2020, WFBNA implemented client assistance programs for its cardholders experiencing hardship from impacts of COVID-19, which includes payment deferrals for those cardholders. We cannot predict what future actions may be necessary to help card customers through the COVID-19 pandemic, including card customers whose accounts have been or may in the future be designated to the Trust Portfolio. The programs have had, and are expected to continue to have, the effect of reducing or slowing collections in the near term and, if not effective in mitigating the effect of COVID-19 on cardholders, may adversely affect the notes. See “WFBNA Credit Card Activities—Collection Efforts” and “Risk Factors—Business Risks Relating to WFBNA’s Credit Card Business—The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, cardholder use, payment patterns and the performance of the credit card receivables, which may impact the timing and amount of collections and could result in accelerated, delayed or reduced payments on your notes.”

 

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Yield and payments on the receivables could decrease, resulting in the receipt of principal payments earlier than the expected principal payment date.

There is no assurance that the stated principal amount of your notes will be paid on its expected principal payment date.

A significant decrease in the amount of credit card receivables in the issuing entity for any reason could result in an early redemption event and in early payment of your notes, as well as decreased protection to you against defaults on the credit card receivables. In addition, the effective yield on the credit card receivables in the issuing entity could decrease due to, among other things, a change in periodic finance charges on the credit card accounts, an increase in the level of delinquencies or increased convenience use of the card whereby cardholders pay their credit card balance in full each month and incur no finance charges. This could reduce the amount of Available Funds. If the amount of Excess Available Funds for any three consecutive calendar months is less than the Required Excess Available Funds for those three months, an early redemption event will occur and could result in an early payment of your notes. See “The Notes—Early Redemption of Notes.”

See “—Competition in the credit card and consumer lending industry may result in a decline in WFBNA’s ability to generate new receivables. This may result in the payment of principal earlier or later than the expected principal payment date, or in reduced amounts” and “Risk Factors— Transaction Structure Risks—Class A, Class B and Class C notes of the WFCardSeries can lose their subordination under some circumstances resulting in delayed or reduced payments to you” above for a discussion of other circumstances under which you may receive principal payments earlier or later than the expected principal payment date.

Insolvency and Security Interest Risks

The conservatorship, receivership, bankruptcy or insolvency of WFBNA, the transferor, the issuing entity, or any of their affiliates could result in accelerated, delayed or reduced payments to you.

WFBNA is a national banking association and its deposits are insured, up to applicable regulatory limits, by the Federal Deposit Insurance Corporation (the “FDIC”). If certain events were to occur involving WFBNA’s financial condition or the propriety of its actions, the FDIC could be appointed as conservator or receiver for WFBNA and, in that capacity, could exercise broad powers over WFBNA and its assets, obligations and operations.

WFBNA transfers receivables to the transferor and the transferor transfers the receivables to the issuing entity. Each transfer of receivables by WFBNA is intended by the parties to be a sale and is treated by WFBNA as a sale for legal purposes. The FDIC or other interested parties, however, could take the position that any of these transfers constitute only the grant of a security interest under applicable law, that WFBNA continues to own the receivables, and that the FDIC as conservator or receiver for WFBNA should control and administer the receivables.

Under the current version of the FDIC’s regulation on securitization transactions (the “FDIC Rule”), the FDIC has surrendered its rights to reclaim, recover or recharacterize a depository institution’s transfer of financial assets if certain conditions are satisfied. Those conditions include the following:

 

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●

If the FDIC, as conservator or receiver, provides written notice of repudiation of the securitization agreement pursuant to which the securitized assets were transferred, and the FDIC does not pay damages within ten (10) business days following the effective date of such notice, the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising other remedies as a secured creditor pursuant to the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business to facilitate the exercise of these contractual rights. The damages to be paid by the FDIC are the par value of the obligations issued in the securitization on the date of appointment of the FDIC as conservator or receiver, less any payments of principal received by holders of the obligations through the date of repudiation of the securitization agreement. Upon payment of these damages, all liens or claims on the securitized assets under the transaction document will be released.

 

●

If, after appointment of the FDIC as conservator or receiver, the FDIC is in monetary default due to its failure to pay or apply collection from the securitized assets in accordance with the transaction documents, whether as servicer or otherwise, and remains in monetary default for ten (10) business days after written notice thereof, then the parties can exercise any of their contractual rights in accordance with the transaction documents, including, but not limited to, taking possession of the securitized assets and exercising remedies, including self-help remedies, as a secured creditor under the transaction documents, provided no involvement of the FDIC is required other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business in order to facilitate the exercise of such contractual rights. The insolvent bank will have no further obligations under the transaction documents.

Each transfer of receivables by WFBNA has been intended to satisfy all of the conditions of the FDIC Rule. However, the conditions of the FDIC Rule are numerous and complex, and the FDIC Rule is an untested regulation, and its interpretation remains uncertain. There is no guarantee that the FDIC will not determine that a condition of the FDIC Rule has not been satisfied. If any of the conditions imposed by the FDIC Rule were found not to be met, the FDIC’s rights to reclaim, recover, or recharacterize WFBNA’s transfers of receivables would not be restricted. If any of the conditions of the FDIC Rule were found not to have been met, the FDIC may attempt to assert that the holders of the notes are secured creditors of WFBNA (that are not entitled to the benefits of the FDIC Rule). There could be delays in payments on the notes, and the noteholders and the indenture trustee may be prevented from exercising any of their rights and remedies while these issues are being contested. If the FDIC prevails, there may be delays or reductions in payments on the notes. Regardless of whether the conditions of the FDIC Rule were satisfied and the FDIC performed its obligations under the FDIC Rule, distributions to you could be adversely affected if WFBNA entered receivership or conservatorship.

The FDIC may attempt to assert that there can be no judicial review of its determination. Even if the FDIC determines that all of the conditions of the FDIC Rule have been satisfied and the FDIC did not reclaim, recover or recharacterize WFBNA’s transfers of receivables, distributions to you could be adversely affected if WFBNA entered conservatorship or receivership.

 

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While the FDIC Rule provides that payments on the obligations issued in the securitization will continue to be made (to the extent that there are sufficient collections on the securitized assets) prior to repudiation or default, the indenture trustee and the holders of the notes will likely be prevented from exercising any of their rights or remedies pending the expiration of the time periods specified in the FDIC Rule.

If the FDIC repudiates the receivables purchase agreement, it is not clear under the FDIC Rule whether the indenture trustee will be permitted by the FDIC to apply collections on the receivables that are received prior to repudiation to the payment of interest on the notes that accrues during the ten (10) business day period referred to in the FDIC Rule. It is unlikely that the indenture trustee will be permitted by the FDIC to receive payments collected on the receivables after a repudiation. Under such circumstances, there will be losses on the notes.

Under certain circumstances the FDIC Rule authorizes the indenture trustee to exercise its contractual rights under the transaction documents. The FDIC Rule requires, however, that this exercise of contractual rights not require the involvement of the FDIC (other than such consents, waivers, or execution of transfer documents as may be reasonably requested in the ordinary course of business). Because the receivables are intangible property that cannot be physically possessed, it is not entirely clear which contractual rights the indenture trustee can exercise that would not require the involvement of the FDIC. It is possible that the rights that the indenture trustee is able to exercise without the involvement of the FDIC may not be sufficient to realize the full value of the receivables for holders of the notes. As a result, you could suffer losses.

The FDIC may be able to obtain a judicial stay of any action to collect payments under or otherwise enforce the transaction documents or the notes. The FDIC may require that its claims process be followed before any payments on the receivables are released. The delay caused by such actions could result in losses on the notes.

The FDIC, moreover, may have the power to choose whether or not the terms of the transaction documents will continue to apply. Thus, regardless of what the transaction documents provide, the FDIC could:

 

●

authorize WFBNA to assign or stop performing its obligations under the transaction documents, including its obligations to service the receivables, to make payments or deposits, to repurchase receivables, or to provide administrative services for the transferor or the issuing entity;

 

●

prevent the appointment of a successor servicer or the appointment of a successor provider of administrative services for the transferor or the issuing entity;

 

●

alter the terms on which WFBNA continues to service the receivables, to provide administrative services for the transferor or the issuing entity, or to perform its other obligations under the transaction documents, including the amount or the priority of the fees paid to WFBNA;

 

●

prevent or limit the commencement of an early amortization period or an early redemption of the notes, or instead do the opposite and require those to commence;

 

●

prevent or limit the early liquidation of the receivables or the termination of the issuing entity, or instead do the opposite and require those things to occur;

 

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●

prevent or limit the continued transfers or receivables, or instead to the opposite and require those to continue.

If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which would cause further losses on your investment. Distributions to you also could be adversely affected if the FDIC were to argue that any term of the transaction documents violates applicable regulatory requirements.

The FDIC may also be able to assign some or all of WFBNA’s rights and obligations under the transaction documents, including WFBNA’s rights and obligations as servicer or provider of administrative services, to a third party without the consent, and even over the objection, of the parties, and without complying with the requirements of the applicable transaction documents. The FDIC may be able to assign or repudiate only part of a transaction document, and it may not be required to assign or repudiate the entire transaction document. If any of these events were to occur, payments to you could be accelerated, delayed, or reduced. In addition, these events could result in other parties to the transaction documents being excused from performing their obligations, which could cause further losses on your investment.

In order to comply with the requirements of the FDIC Rule, the representations and warranties of WFBNA as seller are set forth in a separate transaction document from the obligations of WFBNA as servicer. This has the effect of making it easier for the FDIC to attempt to repudiate WFBNA’s representations and warranties and the related buyback obligations, while at the same time assigning the servicing of the transaction to a servicer of the FDIC’s choosing without complying with the terms of the transaction documents. Should this occur, you could suffer losses on your investment.

The FDIC has asserted that certain of its determinations in receivership and conservatorship matters are not subject to judicial review, that it is not obligated to pay damages unless the bank in receivership has funds left over after paying all depositors in full, and that if it is required to pay damages, it can pay such damages with a receivership certificate rather than in cash. A receivership certificate generally entitles the holder to payment up to the amount thereof from available receivership assets, in the priority established by statute and at the time determined by the FDIC. If the FDIC were to successfully take any of these positions in connection with a receivership or conservatorship of WFBNA, you could suffer losses on your investment.

The transferor is a subsidiary of WFBNA. Certain banking laws and regulations may apply not only to WFBNA but to its subsidiaries as well. If the transferor were found to have violated any of these laws or regulations, you could suffer a loss on your investment.

In the receivership of an unrelated national bank, the FDIC successfully argued to the United States Court of Appeals for the District of Columbia Circuit that certain of its rights and powers extended to a statutory trust formed and owned by that national bank in connection with a securitization of credit card receivables. If WFBNA were to enter conservatorship or receivership, the FDIC could argue that its rights and powers extend to the transferor or the issuing entity. If the FDIC were to take this position and seek to repudiate or otherwise affect the rights of the indenture trustee or the noteholders under any transaction document, losses to you could result.

In addition, no assurance can be given that the FDIC would not attempt to exercise control over the receivables or the other assets of the transferor or the issuing entity on an interim or a permanent basis. If this were to occur, payments to you could be delayed or reduced.

 

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The transferor and/or the issuing entity have been established so as to minimize the risk that either of them would become insolvent or enter bankruptcy. Still, each of them may be eligible to file for bankruptcy, and no assurance can be given that the risk of insolvency or bankruptcy has been eliminated. If the transferor or the issuing entity were to become insolvent or were to enter bankruptcy, you could suffer a loss on your investment. Risks also exist that, if the transferor or the issuing entity were to enter bankruptcy, the other and its assets (including the receivables) would be treated as part of the bankruptcy estate.

You could also suffer a loss on your investment if an orderly liquidation of the transferor or the issuing entity were commenced under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the FDIC were appointed as receiver.

Regardless of any decision made by the FDIC or any ruling made by a court, moreover, the mere fact that WFBNA, the transferor or the issuing entity has become insolvent or has become the subject of a conservatorship, receivership, or bankruptcy could have an adverse effect on the value of the receivables and on the liquidity and the value of the notes.

There also may be other possible effects of a conservatorship, receivership, bankruptcy, or insolvency of WFBNA, the transferor or the issuing entity that could result in losses on your investment.

The conservatorship, receivership, bankruptcy, or insolvency of other parties to the transactions could result in accelerated, delayed, or reduced payments to you.

Other parties to the transactions, such as subservicers, may have material roles. In addition, funds to make payments on the notes may be supplied by derivative counterparties or by enhancement or liquidity providers. If any of these parties were to enter conservatorship, receivership, or bankruptcy or were to become insolvent, there could be losses on your investment.

Some interests could have priority over the indenture trustee’s interest in the receivables, which could cause delayed or reduced payments to you.

Representations and warranties are made that the indenture trustee has a perfected interest in the receivables. If any of these representations and warranties were found not to be true, however, payments to you could be delayed or reduced.

The transaction documents permit liens for municipal or other local taxes to have priority over the indenture trustee’s perfected interest in the receivables. If any of these tax liens were to arise, or if other interests in the receivables were found to have priority over those of the indenture trustee, you could suffer a loss on your investment.

If a conservator, a receiver, or a bankruptcy trustee were appointed for WFBNA, the transferor, or the issuing entity, and if the administrative expenses of the conservator, the receiver, or the bankruptcy trustee were found to relate to the receivables or the transaction documents, those expenses could be paid from collections on the receivables before the indenture trustee receives any payments, which could result in losses on your investment. See “—The conservatorship, receivership, bankruptcy, or insolvency of WFBNA, Funding, the issuing entity, or any of their affiliates could result in accelerated, delayed, or reduced payments to you” in this prospectus.

 

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The indenture trustee may not have a perfected interest in collections and interchange commingled by each of, respectively, the servicer and WFBNA with its own funds, which could cause delayed or reduced payments to you.

Each of the servicer and WFBNA is obligated to deposit, respectively, collections and interchange into the collection account no later than the second business day after the date of processing for such collections and interchange. See “Sources of Funds to Pay the Notes—Application of Collections” and “WFBNA’s Credit Card Activities—[_____].”

All collections and interchange that each of the servicer and WFBNA, respectively, is permitted to hold may be commingled with its other funds and used for its own benefit for the time, not to exceed two business days, necessary to clear any payments received. The indenture trustee may not have a perfected interest in these amounts, and thus payments to you could be delayed or reduced if the servicer or WFBNA were to enter conservatorship or receivership, were to become insolvent, or were to fail to perform its obligations under the transaction documents.

Other Legal and Regulatory Risks

WFBNA is subject to regulatory supervision and regulatory action could result in losses or delays in payment.

WFBNA is regulated and supervised by the Office of the Comptroller of the Currency (the “OCC”), the Consumer Financial Protection Bureau (the “CFPB”) and the FDIC. See “—Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.” These regulatory authorities, as well as others, have broad powers of enforcement over WFBNA and its affiliates.

If an applicable regulatory authority were to conclude that an obligation under the transaction documents constituted an unsafe or unsound practice or violated any law, regulation, written condition, or agreement applicable to WFBNA or its affiliates, that regulatory authority may have the power to order WFBNA or the related affiliate, among other things, to rescind the transaction document, to refuse to perform the obligation, to terminate that activity, to amend the terms of the obligation, or to take any other action considered appropriate by that authority. In addition, WFBNA or the related affiliate may not be liable to you for contractual or other damages for complying with such a regulatory order, and you may not be able to make a claim against the regulatory authority. Therefore, if such a regulatory order were issued, payments to you could be accelerated, delayed, or reduced.

In one case, the OCC issued a cease and desist order against a national banking association that was found to have been servicing credit card receivables on terms that were inconsistent with safe and sound banking practices. That order required the financial institution to cease performing its duties as servicer within approximately 120 days, to immediately withhold and segregate funds from collections for payment of its servicing fee (despite the priority of payments in the securitization documents and the perfected security interest of the related trust in those funds), and to increase its servicing fee percentage above that specified in the securitization documents. WFBNA has no reason to believe that its servicing arrangements are contrary to safe and sound banking practices or otherwise violate any law, regulation, written condition, or agreement applicable to WFBNA or its affiliates. If a regulatory authority were to conclude otherwise, however, you could suffer a loss on your investment.

 

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Changes to consumer protection laws, including in their application or interpretation, may impede origination or collection efforts, change cardholder use patterns, or alter timing and amount of collections, any of which may result in an acceleration of, or reduction in, payments on your notes.

Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors of those receivables.

Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card receivables. Congress, the states, and regulatory agencies could further regulate the credit card and consumer credit industry in ways that (i) make it more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, (ii) reduce the finance charges and other fees that WFBNA or its affiliates can charge on credit card account balances, resulting in reduced collections, or (iii) cause cardholders to reduce their credit card usage.

Moreover, WFBNA must comply with the Servicemembers Civil Relief Act (“SCRA”) and similar state laws. The SCRA allows individuals on active duty in the military to cap the interest rate and fees on debts incurred before the call to active duty at 6%. In addition, subject to judicial discretion, any action or court proceeding in which an individual in military service is involved may be stayed if the individual’s rights would be prejudiced by denial of such a stay. Currently, some cardholders with outstanding balances have been placed on active duty in the military, and more may be placed on active duty in the future.

The regulations implementing the Military Lending Act (“MLA”) also apply to various WFBNA products, including credit cards and provide specific protections to covered borrowers. Those protections include a limit on the Military Annual Percentage Rate of 36%, written and oral delivery of certain required disclosures before origination, and a prohibition on certain loan terms including arbitration agreements. Creditors can rely on safe harbors for determining whether an applicant is a covered borrower. If WFBNA were to extend credit to a covered borrower without complying with the applicable MLA provisions, and the safe harbors were deemed not to apply, the credit card agreement could be void.

As a result of the consumer protection laws and regulations currently in effect, any consumer protection laws or regulations subsequently enacted or implemented, and changes in their regulatory application or judicial interpretation, it may be more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, and the finance charges and other fees that WFBNA as owner of the accounts can charge on credit card account balances may be reduced. Furthermore, cardholders may choose to use credit cards less as a result of these consumer protection laws and their respective application and interpretation. Each of these results, independently or collectively, may reduce the effective yield on the credit card accounts in the Trust Portfolio, which could result in an early redemption event and accelerated or reduced payments on your notes. See “Consumer Protection Laws” in this prospectus.

Congress, the states and regulatory agencies, including but not limited to the Board of Governors of the Federal Reserve and the CFPB, also could further regulate the credit card and consumer credit industry in ways that make it more difficult for WFBNA to originate additional accounts or for the servicer to collect payments on the receivables, that reduce the finance charges and other fees that WFBNA as owner of the accounts can charge on credit card account balances, or that cause cardholders to decrease their use of credit cards. See “—Financial regulatory reforms could have a significant impact on the issuing entity, Funding or WFBNA.”

 

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