Bond CBIC 0% ( US13605WSX01 ) in USD

CBIC

100 % ⇌

Canada

US13605WSX01 ( in USD )

07/11/2022 - Bond has expired

Prospectus brochure of the bond CIBC US13605WSX01 in USD 0%, expired

1 000 USD

1 924 000 USD

13605WSX0

N/A

CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in USD, with the ISIN code US13605WSX01, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/11/2022

11/2/2019
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424B2 1 a19-19323_60424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT dated October 31, 2019
(To ETF Underlying Supplement dated November 15, 2018, Prospectus Supplement
dated November 6, 2018 and Prospectus dated March 28, 2017)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes

Market Linked Securities--Auto-Callable with Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7, 2022

¢
Linked to the VanEck Vectors
® Gold Miners ETF (the "Fund")

¢
Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential
automatic cal upon the terms described below. Any return you receive on the securities and whether they are automatical y cal ed wil depend
on the performance of the Fund

¢
Automatic Call. If the Fund Closing Price of the Fund on any Cal Observation Date is greater than or equal to the Initial Price, the securities
wil be automatical y cal ed for the principal amount plus the Cal Premium applicable to that Cal Observation Date

Call Observation Date
Call Premium

November 5, 2020
11.20% of the principal amount

November 5, 2021
22.40% of the principal amount

October 31, 2022 (the "Final Valuation Date")
33.60% of the principal amount

¢
Payment at Maturity. If the securities are not automatical y cal ed, the payment at maturity wil be equal to or less than the principal amount per
security depending on the Fund Closing Price of the Fund on the Final Valuation Date as fol ows:

o If the Fund Closing Price of the Fund on the Final Valuation Date is less than the Initial Price, but not by more than 10%, you wil receive the
principal amount of your securities

o If the Fund Closing Price of the Fund on the Final Valuation Date is less than the Initial Price by more than 10%, you wil receive less than
the principal amount and have 1-to-1 downside exposure to the decrease in the price of the Fund in excess of 10%

¢
Investors may lose up to 90% of the principal amount

¢
Any positive return on the securities wil be limited to the applicable Cal Premium, even if the Fund Closing Price of the Fund on the applicable
Cal Observation Date significantly exceeds the Initial Price. You wil not participate in any appreciation of the Fund beyond the applicable fixed
Cal Premium

¢
Al payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you wil have no ability to pursue the
shares of the Fund or any securities held by the Fund for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you
could lose al or some of your investment

¢
No periodic interest payments or dividends

¢
No exchange listing; designed to be held to maturity or earlier automatic cal

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional
debt securities. See "Risk Factors" beginning on page PRS-9 herein and beginning on page S-1 of the accompanying underlying
supplement, page S-1 of the prospectus supplement and page 1 of the prospectus.

The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the
credit risk of Canadian Imperial Bank of Commerce. The securities will not constitute deposits insured by the Canada Deposit Insurance
Corporation, the U.S. Federal Deposit Insurance Corporation or any other government agency or instrumentality of Canada, the United
States or any other jurisdiction. The securities are not bail-inable notes (as defined on page S-2 of the prospectus supplement).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or
disapproved of these securities or determined if this pricing supplement or the accompanying underlying supplement, prospectus
supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Original Offering Price

Underwriting Discount

(1)
Proceeds to CIBC
Per Security
$1,000.00

$28.40

$971.60
Total
$1,924,000.00

$54,641.60

$1,869,358.40
(1) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $28.40 per security. The agent may resell the

securities to other securities dealers at the principal amount less a concession not in excess of $17.50 per security. Such securities dealers may include Wells
Fargo Advisors ("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network,
LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $0.75 per security of the underwriting
discount to WFA as a distribution expense fee for each security sold by WFA. See "Supplemental Plan of Distribution" in this pricing supplement and "Use of
Proceeds and Hedging" in the underlying supplement for information regarding how we may hedge our obligations under the securities.
Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $955.80 per security. The estimated value is less than the
principal amount of the securities. See "The Estimated Value of the Securities" in this pricing supplement.

Wells Fargo Securities

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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set
forth in this pricing supplement, the underlying supplement, the prospectus supplement and the prospectus, each filed with the
SEC. See "About This Pricing Supplement" in this pricing supplement.

Issuer:

Canadian Imperial Bank of Commerce

Reference Asset:
The VanEck Vectors
® Gold Miners ETF (Bloomberg ticker symbol "GDX").

Pricing Date:
October 31, 2019

Issue Date:
November 5, 2019

Principal Amount: $1,000 per security. References in this pricing supplement to a "security" are to a security with a principal
amount of $1,000.

Automatic Call:
If the Fund Closing Price of the Fund on any Call Observation Date (including the Final Valuation Date) is
greater than or equal to the Initial Price, the securities will be automatically called, and on the related Call
Payment Date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
principal amount per security plus the Call Premium applicable to the relevant Call Observation Date. The
last Call Observation Date is the Final Valuation Date, and payment upon an automatic call on the Final
Valuation Date, if applicable, will be made on the Stated Maturity Date.
Any positive return on the securities will be limited to the applicable Call Premium, even if the Fund
Closing Price of the Fund on the applicable Call Observation Date significantly exceeds the Initial
Price. You will not participate in any appreciation of the Fund beyond the applicable Call Premium.
If the securities are automatically called, they will cease to be outstanding on the related Call Payment Date
and you will have no further rights under the securities after such Call Payment Date. You will not receive
any notice from us if the securities are automatically called.

Call Observation
Payment per Security upon an
Dates and Call
Call Observation Date
Call Premium
Automatic Call
Premiums:

November 5, 2020
11.20% of the principal amount
$1,112.00

November 5, 2021
22.40% of the principal amount
$1,224.00

October 31, 2022
33.60% of the principal amount
$1,336.00

We refer to October 31, 2022 as the "Final Valuation Date."

The Call Observation Dates are subject to postponement for non-Trading Days and the occurrence of a
market disruption event. See "--Postponement of a Calculation Day" below.

Call Payment
Five Business Days after the applicable Call Observation Date (as each such Call Observation Date may be
Date:
postponed pursuant to "--Postponement of a Calculation Day" below, if applicable); provided that the Call
Payment Date for the last Call Observation Date will be the Stated Maturity Date.

PRS-2
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

Payment at
If the Fund Closing Price of the Fund is less than the Initial Price on each of the Call Observation Dates, the
Maturity:
securities will not be automatically called, and on the Stated Maturity Date, you will be entitled to receive a
cash payment per security in U.S. dollars determined as follows:
· if the Ending Price is less than the Initial Price but greater than or equal to the Threshold Price: $1,000; or
· if the Ending Price is less than the Threshold Price: $1,000 minus:

If the securities are not automatically called on or prior to the Final Valuation Date and the Ending
Price is less than the Threshold Price, you will receive less, and possibly 90% less, than the principal
amount of your securities at maturity.

Stated Maturity
November 7, 2022. If the Final Valuation Date is postponed, the Stated Maturity Date will be the later of
Date:
(i) November 7, 2022 and (ii) three Business Days after the Final Valuation Date, as postponed. No interest
will be paid in respect of such postponement. See "--Postponement of a Calculation Day" below. The
securities are not subject to redemption at the option of CIBC or repayment at the option of any holder of
the securities prior to the Stated Maturity Date.

Fund Closing
The "Fund Closing Price" with respect to the Fund on any Trading Day means the product of (i) the Closing
Price:
Price of one share of the Fund (or one unit of any other security for which a Fund Closing Price must be
determined) on such Trading Day and (ii) the adjustment factor applicable to the Fund on such Trading Day.

Closing Price:
The "Closing Price" for one share of the Fund (or one unit of any other security for which a closing price
must be determined) on any Trading Day means the official closing price on such day published by the
principal United States securities exchange registered under the Securities Exchange Act of 1934, as
amended, on which the Fund (or any such other security) is listed or admitted to trading.

Adjustment
The "Adjustment Factor" means, with respect to a share of the Fund (or one unit of any other security for
Factor:
which a Fund Closing Price must be determined), 1.0, subject to adjustment in the event of certain events
affecting the shares of the Fund. See "Additional Terms of the Securities--Anti-dilution Adjustments
Relating to the Fund; Alternate Calculation" below.

Initial Price:
$28.15, the Fund Closing Price of the Fund on the Pricing Date.

Ending Price:
The "Ending Price" will be the Fund Closing Price of the Fund on the Final Valuation Date.

Threshold Price:
$25.335, which is equal to 90% of the Initial Price.

Postponement of a The Call Observation Dates (including the Final Valuation Date) are each referred to as a "calculation day."
Calculation Day:
If any calculation day is not a Trading Day, such calculation day will be postponed to the next succeeding
Trading Day. A calculation day is also subject to postponement due to the occurrence of a market disruption
event. See "Additional Terms of the Securities--Market Disruption Events" in this pricing supplement.

Calculation Agent: Canadian Imperial Bank of Commerce

PRS-3
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

Material U.S. Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership
Consequences:
and disposition of the securities, see "Summary of U.S. Federal Income Tax Consequences" in this pricing
supplement and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

Agent:
Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities
dealers acting as custodians, at the principal amount of the securities less a concession of not in excess of
$17.50 per security. Such securities dealers may include WFA. In addition to the selling concession allowed
to WFA, Wells Fargo Securities will pay $0.75 per security of the underwriting discount to WFA as a
distribution expense fee for each security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WSX0 / US13605WSX01

PRS-4

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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

DETERMINING TIMING AND AMOUNT OF PAYMENT ON THE SECURITIES

The timing and amount of the payment you will receive will be determined as follows:

PRS-5
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

HYPOTHETICAL PAYOUT PROFILE

The following profile illustrates the potential payment on the securities for a range of hypothetical percentage changes in the Fund
Closing Price of the Fund from the Pricing Date to the applicable Call Observation Date (including the Final Valuation Date). The
profile is based on the Call Premium of 11.20% for the first Call Observation Date, 22.40% for the second Call Observation Date
and 33.60% for the third Call Observation Date and the Threshold Price equal to 90% of the Initial Price. This profile has been
prepared for purposes of illustration only. Your actual return will depend on (i) whether the securities are automatically called;
(ii) if the securities are automatically called, the actual Call Observation Date on which the securities are called; (iii) if the
securities are not automatically called, the actual Ending Price of the Fund; and (iv) whether you hold your securities to maturity or
earlier automatic call.

PRS-6
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 (the "prospectus"), the prospectus
supplement dated November 6, 2018 (the "prospectus supplement") and the ETF Underlying Supplement dated November 15,
2018 (the "underlying supplement"), relating to our Senior Global Medium-Term Notes, of which these securities are a part, for
additional information about the securities. Information included in this pricing supplement supersedes information in the
underlying supplement, the prospectus supplement and the prospectus to the extent it is different from that information. Certain
defined terms used but not defined herein have the meanings set forth in the underlying supplement, the prospectus supplement
and the prospectus.
You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying
underlying supplement, prospectus supplement and prospectus. This pricing supplement may be used only for the purpose for
which it has been prepared. No one is authorized to give information other than that contained in this pricing supplement, the
accompanying underlying supplement, prospectus supplement and prospectus, and in the documents referred to in these documents
and which are made available to the public. We have not, and Wells Fargo Securities has not, authorized any other person to
provide you with different or additional information. If anyone provides you with different or additional information, you should
not rely on it.
We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in or incorporated by reference in this pricing supplement, the
accompanying underlying supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.
Neither this pricing supplement, nor the accompanying underlying supplement, prospectus supplement or prospectus constitutes an
offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to subscribe for and purchase any of the securities and
may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian
Imperial Bank of Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.
You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as
follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

·
ETF Underlying Supplement dated November 15, 2018:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918068970/a18-39408_20424b2.htm
·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28, 2017:

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PRS-7
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

·
believe that the Fund Closing Price of the Fund will be greater than or equal to the Initial Price on one of the Call

Observation Dates;
·
seek the potential for a fixed return if the Fund has appreciated at all as of any of the Call Observation Dates in lieu of full

participation in any potential appreciation of the Fund;
·
understand that if the Fund Closing Price of the Fund is less than the Initial Price on each of the Call Observation Dates

(including the Final Valuation Date), they will not receive any positive return on their investment in the securities, and
that if the Fund Closing Price of the Fund on the Final Valuation Date is less than the Initial Price by more than 10%, they
will receive less, and up to 90% less, than the principal amount per security;
·
understand that the term of the securities may be as short as approximately one year and that they will not receive a higher

Call Premium payable with respect to a later Call Observation Date if the securities are called on an earlier Call
Observation Date;
·
are willing to forgo periodic interest payments on the securities and dividends on shares of the Fund; and

·
are willing to hold the securities until maturity or earlier automatic call.

The securities are not designed for, and may not be a suitable investment for, investors who:

·
seek a liquid investment or are unable or unwilling to hold the securities to maturity or earlier automatic call;

·
believe that the Fund Closing Price of the Fund will be less than the Initial Price on each of the Call Observation Dates;

·
seek a security with a fixed term;

·
seek full return at maturity of the principal amount of the securities;

·
are unwilling to accept the risk that, if the Fund Closing Price of the Fund is less than the Initial Price on each of the Call

Observation Dates (including the Final Valuation Date), they will not receive any positive return on their investment in
the securities;
·
are unwilling to accept the risk that the Fund Closing Price of the Fund may decrease by more than 10% from the Initial

Price to the Ending Price;
·
are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering

price;
·
seek current income;

·
are unwilling to accept the risk of exposure to companies involved in the mining of gold and silver in both the United

States and foreign equity markets;
·
seek uncapped exposure to the upside performance of the Fund beyond the applicable Call Premiums;

·
are unwilling to accept the credit risk of CIBC to obtain exposure to the Fund generally, or to the exposure to the Fund

that the securities provide specifically; or
·
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit

ratings.

PRS-8
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

RISK FACTORS
The securities have complex features and investing in the securities will involve risks not associated with an investment in
conventional debt securities or the Fund. You should carefully consider the risk factors set forth below and "Risk Factors"
beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the
prospectus, as well as the other information contained in this pricing supplement and the accompanying underlying supplement,
prospectus supplement and prospectus, including the documents they incorporate by reference. As described in more detail below,
the value of the securities may vary considerably before the Stated Maturity Date due to events that are difficult to predict and are
beyond our control. You should reach an investment decision only after you have carefully considered with your advisors the
suitability of an investment in the securities in light of your particular circumstances. The index underlying the Fund is sometimes
referred to as the "Underlying Index."
If The Securities Are Not Automatically Called And The Ending Price Is Less Than The Threshold Price, You Will Receive
Less, And Up To 90% Less, Than The Principal Amount Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities on the Stated Maturity Date. If the Fund Closing Price of the Fund is less
than the Initial Price on each of the Call Observation Dates, the securities will not be automatically called, and you will receive a
payment at maturity that will be equal to or less than the principal amount per security, depending on the Ending Price (i.e., the
Fund Closing Price of the Fund on the Final Valuation Date).
If the Ending Price is less than the Threshold Price, the payment you receive at maturity will be reduced by an amount equal to the
decline in the price of the Fund to the extent it is below the Threshold Price (expressed as a percentage of the Initial Price). The
Threshold Price is 90% of the Initial Price. As a result, you may receive less, and up to 90% less, than the principal amount per
security at maturity even if the price of the Fund is greater than or equal to the Initial Price or the Threshold Price at certain times
during the term of the securities.
If the securities are not automatically called, your return on the securities will be zero or negative, and your yield on the securities
will be less than the yield you would earn if you bought a traditional interest-bearing debt security of CIBC or another issuer with a
similar credit rating with the same Stated Maturity Date.
The Potential Return On The Securities Is Limited To The Call Premium And May Be Less Than The Return On A Direct
Investment In The Fund.
The potential return on the securities is limited to the applicable Call Premium, regardless of the performance of the Fund. The
Fund may appreciate by significantly more than the percentage represented by the applicable Call Premium from the Pricing Date
through the applicable Call Observation Date, in which case an investment in the securities will underperform a hypothetical
alternative investment providing a 1-to-1 return based on the performance of the Fund. Furthermore, if the securities are called on
an earlier Call Observation Date, you will receive a lower Call Premium than if the securities were called on a later Call
Observation Date, and accordingly, if the securities are called on one of the earlier Call Observation Dates, you will not receive the
highest potential Call Premium.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called early, the term of the securities may be reduced to as short as approximately one year.
There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return
for a similar level of risk in the event the securities are automatically called prior to maturity.
No Periodic Interest Will Be Paid On The Securities.
No periodic interest will be paid on the securities. However, because it is possible that the securities may be classified for U.S.
federal income tax purposes as contingent payment debt instruments rather than prepaid forward contracts, you may be required to
accrue interest income over the term of your securities. See "Summary of U.S. Federal Income Tax Consequences" in this pricing
supplement and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.
The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.
The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any
amounts payable under the securities are subject to our creditworthiness, and you will have no ability to pursue the shares of the
Fund or any securities held by the Fund for payment. As a result, our actual and perceived creditworthiness and actual or
anticipated decreases in our credit ratings may affect the value of the securities and, in the event we were to default on our
obligations, you may not receive any amounts owed to you under the terms of the securities. See "Description of the Notes We
May Offer--Events of Default" in the prospectus supplement.

PRS-9
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Market Linked Securities--Auto-Callable with Fixed Percentage Buffered
Downside
Principal at Risk Securities Linked to the VanEck Vectors
® Gold Miners ETF due November 7,
2022

Our Estimated Value Of The Securities Is Lower Than The Original Offering Price Of The Securities.
Our estimated value is only an estimate using several factors. The original offering price of the securities exceeds our estimated
value because costs associated with selling and structuring the securities, as well as hedging the securities, are included in the
original offering price of the securities. See "The Estimated Value of the Securities" in this pricing supplement.
Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.
Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities
were set. This estimated value was based on market conditions and other relevant factors existing at that time and our assumptions
about market parameters, which can include volatility, dividend rates, interest rates and other factors. Different pricing models and
assumptions could provide valuations for the securities that are greater than or less than our estimated value. In addition, market
conditions and other relevant factors in the future may change, and any assumptions may prove to be incorrect. On future dates, the
value of the securities could change significantly based on, among other things, changes in market conditions, our
creditworthiness, interest rate movements and other relevant factors, which may impact the price, if any, at which Wells Fargo
Securities or any other person would be willing to buy securities from you in secondary market transactions. See "The Estimated
Value of the Securities" in this pricing supplement.
Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.
The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads
for our conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads,
we would expect the economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding
rate had an adverse effect on the terms of the securities and could have an adverse effect on any secondary market prices of the
securities. See "The Estimated Value of the Securities" in this pricing supplement.
The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any
Other Person May Be Willing To Buy The Securities From You In The Secondary Market.
The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will
be based on Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of
changes in the market and other factors described in the next risk factor. Any such secondary market price for the securities will
also be reduced by a bid-offer spread, which may vary depending on the aggregate principal amount of the securities to be
purchased in the secondary market transaction, and the expected cost of unwinding any related hedging transactions. Unless the
factors described in the next risk factor change significantly in your favor, any such secondary market price for the securities will
likely be less than the original offering price.
If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the Issue Date or
during the three-month period following the Issue Date, the secondary market price offered by Wells Fargo Securities or any of its
affiliates will be increased by an amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing
the securities that are included in the original offering price. Because this portion of the costs is not fully deducted upon issuance,
any secondary market price offered by Wells Fargo Securities or any of its affiliates during this period will be higher than it would
be if it were based solely on Wells Fargo Securities' proprietary pricing models less the bid-offer spread and hedging unwind costs
described above. The amount of this increase in the secondary market price will decline steadily to zero over this three-month
period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we expect that this increase
will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities
through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your
brokerage account statement may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.
The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In
Complex Ways.
The value of the securities prior to maturity will be affected by the then-current price of the Fund, interest rates at that time and a
number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified
by the effect of another factor. The following factors, among others, are expected to affect the value of the securities. When we
refer to the "value" of your security, we mean the value you could receive for your security if you are able to sell it in the open
market before the Stated Maturity Date.

·
Fund Performance. The value of the securities prior to maturity will depend substantially on the then-current price of the

Fund. The price at which you may be able to sell the securities before maturity may be at a discount, which could be

PRS-10
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