EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wells Fargo Variable Trust
Registration Statement on Form N-14
File Number: 333-__
Ladies and Gentlemen:
Pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the General Rules and Regulations thereunder, enclosed for filing electronically is the Registration Statement on Form N-14 of Wells Fargo Variable Trust (the "Trust"). This filing relates to the acquisition of the assets of:
-- Wells Fargo Advantage VT Core Equity Fund, a series of the Trust, by and in exchange for shares of Wells Fargo Advantage VT Opportunity Fund (the “Acquiring Fund”), a series of the Trust.
The Prospectus/Proxy Statement which constitutes Part A of the Registration Statement will be used in connection with a special meeting of shareholders of Wells Fargo Advantage VT Core Equity Fund (the “Target Fund”), at which shareholders of the Target Fund will be asked to vote on the proposed acquisition of their fund by the Acquiring Fund listed above. Included in the Registration Statement is the form of proxy that will be used in connection with such meeting of shareholders.
At this time, the Registrant respectively requests an effective date of June 27, 2011 pursuant to Rule 488 under the Securities Act.
No registration fee is being paid at the time of filing because the Trust has previously filed an election under Rule 24f-2 under the Investment Company Act of 1940, as amended, to register an indefinite number of shares.
Any questions or comments with respect to this filing may be directed to the undersigned at (617) 210-3662.
Very truly yours,
/s/ Brian J. Montana
Brian J. Montana, Esq.
Senior Counsel
Enclosures
cc: Marco E. Adelphio, Esq.