WELLS FARGO FUNDS TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST
JOINT CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND SENIOR
FINANCIAL OFFICERS
I. COVERED OFFICERS / PURPOSE OF THE CODE
This Code of Ethics ("Code") of Wells Fargo Funds Trust, Wells Fargo Master
Trust and Wells Fargo Variable Trust (collectively, the "Trusts" and each, "a
Trust") applies to each Trust's Principal Executive Officer, Principal Financial
Officer and any other Trust officer's listed on Exhibit A (the "Covered
Officers") for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable financial disclosure in
reports and documents that a Trust files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Trust;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY BOTH ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, a Trust.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Trust. Certain conflicts of interest arise out of
the relationships between Covered Officers and the Trust and already are subject
to conflict of interest provisions in the Investment Company Act of 1940
("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually engage in
certain transactions (such as the purchase or sale of securities or other
property) with the Trust because of their status as "affiliated persons" of the
Trust. The compliance programs and procedures of the Trust and Wells Fargo Funds
Management, LLC (the "Adviser") are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trust and the Adviser, of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Trust or for the Adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the Adviser and the
Trust. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Trust and the Adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Trust. Each Covered Officer recognizes that, as an officer of a
Trust, he or she has a duty to act in the best interests of the Trust and its
shareholders. If a Covered Officer believes that his or her responsibilities as
an officer or employee of the Adviser are likely to materially compromise his or
her objectivity or his or her ability to perform the duties of his or her role
as an officer of the Trust, he or she should consult with the Chief Legal
Officer. Under appropriate circumstances, a Covered Officer should also consider
whether to present the matter to the Board. In addition, it is recognized by the
Trust's Board of Trustees ("Board") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by this
or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Trust.
* * * *
Each Covered Officer must:
o not use his or her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by a Trust whereby
the Covered Officer would benefit personally to the detriment of the Trust;
o not cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
of a Trust;
o not use material non-public knowledge of portfolio transactions made or
contemplated for the Trust to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
o not retaliate against any other Covered Officer or any employee of a Trust
or its affiliated persons for reports of potential violations that are made
in good faith; and
o not engage in personal, business or professional relationships or dealings
that would impair his or her independence of judgment or adversely affect
the performance of his or her duties in the best interests of the Trust and
their shareholders.
There are some conflict of interest situations that should always be
approved in advance by the Chief Legal Officer of the Trust (the "Chief Legal
Officer") if material. Examples of these include:
o service as a director on the board of any public or private for-profit
company (provided, however, that a Covered Officer who is employed by
another company (e.g., Wells Fargo) may serve as a director of such company
or any entity, controlling, controlled by, or under common control with,
such company);
o acquiring a financial interest in any company that provides services to the
Trust (provided, however, that a Covered Officer who is employed by another
company (e.g., Wells Fargo) may have an ownership interest in his or her
employer or the employer's parent company);
o the receipt of any entertainment or gifts from any person or company with
which the Trust has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate as to
time and place, and not so frequent as to raise any question of
impropriety;
o any consulting or employment relationship with any of the Trust's service
providers, other than with the primary employer of the Covered Officer; and
o a direct or indirect financial interest in commissions, transaction charges
or spreads paid by the Trust for effecting portfolio transactions or for
selling or redeeming shares, other than an interest arising from the
Covered Officer's primary employment, such as compensation or equity
ownership.
III. DISCLOSURE AND COMPLIANCE
Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Trust.
Each Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Trust to others, whether within or outside the
Trust, including to the Board and the Trust's auditors, and to governmental
regulators and self-regulatory organizations.
Each Covered Officer should, to the extent appropriate within his or her
area of responsibility, consult with other officers and employees of the Trust
and the Adviser with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the Trust files with, or
submits to, the SEC and in other public communications made by the Trust.
It is the responsibility of each Covered Officer to promote compliance with
the standards and restrictions imposed by applicable laws, rules and
regulations.
Each Covered Officer should, consistent with his or her responsibilities,
exercise appropriate supervision over and assist relevant Trust service
providers in developing financial information and other disclosure that complies
with relevant law and presents information in a clear, comprehensible and
complete manner.
Each Covered Officer is responsible for the accuracy of the records and
reports that he or she is responsible for maintaining. The books and records of
the Trust shall meet the highest standards and accurately reflect the true
nature of the transactions they record. The Covered Officers must not create
false or misleading documents or accounting, financial or electronic records for
any purpose, and must not direct any other person to do so. If a Covered Officer
becomes aware that information filed with the SEC or made available to the
public contains any false or misleading information or omits to disclose
necessary information, he shall promptly report it to Chief Legal Officer for a
determination as to what, if any, corrective action is necessary or appropriate.
No undisclosed or unrecorded account or fund shall be established for any
purpose. No false or misleading entries shall be made in a Trust's books or
records for any reason. No disbursement of a Trust's assets shall be made
without adequate supporting documentation or for any purpose other than as
described in the Trust's documents or contracts.
A Trust will maintain and preserve for a period of not less than six (6)
years from the date such action is taken, the first two (2) years in an easily
accessible place, a copy of the information or materials supplied to the Board:
(i) that provided the basis for any amendment or waiver to this Code, and (ii)
relating to any violation of the Code and sanctions imposed for such violation,
together with a written record of the approval or action taken by the Board.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter upon becoming a Covered Officer),
affirm in writing (in the form attached to this Code) to the Board that he
or she has received, read, and understands the Code;
o annually thereafter affirm in writing (in the form attached to this Code)
to the Board that he or she has complied with the requirements of the Code;
and
o notify the Chief Legal Officer of the Trust promptly if he or she knows of
any violation of this Code. Failure to do so is itself a violation of this
Code.
The Chief Legal Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. While the Chief Legal Officer
is authorized to interpret this Code, an approval of a situation that is
expressly prohibited by this Code is deemed to be a "waiver" and can be approved
only by the Board.
The Trust will follow these procedures in investigating and enforcing this
Code:
o the Chief Legal Officer will take all appropriate action to investigate any
potential violations reported to him or her;
o if, after such investigation, the Chief Legal Officer believes that no
violation has occurred, the Chief Legal Officer is not required to take any
further action;
o any matter that the Chief Legal Officer believes is a violation will be
reported to the Board;
o if the Board concurs that a violation has occurred, it will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the Adviser; or a recommendation to dismiss the
Covered Officer;
o the Board will be responsible for granting waivers, as appropriate (a
"waiver" is the approval of a material departure from a provision of the
Code); and
o any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Trusts for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Trusts or the Adviser govern or purport to govern
the behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The codes of ethics adopted by the Trusts and
the Adviser under Rule 17j-1 under the Investment Company Act are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent Trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except upon request of the SEC or another regulatory agency, or as otherwise
required by law or this Code, such matters shall not be disclosed to anyone
other than Board and its counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by each Trust and does not
constitute an admission, by or on behalf of any Trust, as to any fact,
circumstance, or legal conclusion.
Adopted: August 5, 2003
EXHIBIT A
PERSONS COVERED BY THE CODE
Karla Rabusch, President of each Trust
Stacie D. DeAngelo, Treasurer of each Trust
EXHIBIT B
COMPLIANCE CERTIFICATIONS
INITIAL CERTIFICATION
I CERTIFY THAT I: (I) HAVE RECEIVED, READ AND REVIEWED THE JOINT CODE OF ETHICS FOR PRINCIPAL
EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS (the "Code");
(II) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(III) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(IV) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(V) WILLFULLY COMPLY WITH THE CODE AND ANY RELATED PROCEDURES;
(VI) ACKNOWLEDGE MY RESPONSIBILITY TO REPORT ANY VIOLATION OF THE CODE TO LEGAL
COUNSEL;
(VII) UNDERSTAND THAT THE TRUSTS HAVE THE RIGHT TO AMEND, INTERPRET, MODIFY OR
WITHDRAW ANY OF THE PROVISIONS OF THE CODE AT ANY TIME IN THEIR SOLE
DISCRETION, WITH OR WITHOUT NOTICE; AND
(VIII) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
Signature:
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Name: (Please print)
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Date Submitted:
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Date Due:
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ANNUAL CERTIFICATION
I CERTIFY THAT I: (I) HAVE RECEIVED, READ AND REVIEWED THE JOINT CODE OF ETHICS FOR PRINCIPAL
EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS (the "Code");
(II) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(III) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND PROCEDURES;
(IV) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(V) HAVE FULLY COMPLIED WITH THE CODE AND ANY RELATED PROCEDURES;
(VI) HAVE FULLY DISCLOSED ANY EXCEPTIONS TO MY COMPLIANCE WITH THE CODE;
(VII) WILLFULLY COMPLY WITH THE CODE OF ETHICS;
(VIII) ACKNOWLEDGE MY RESPONSIBILITY TO REPORT ANY VIOLATION OF THE CODE TO LEGAL
COUNSEL;
(XI) UNDERSTAND THAT THE TRUSTS HAVE THE RIGHT TO AMEND, INTERPRET, MODIFY OR WITHDRAW
ANY OF THE PROVISIONS OF THE CODE AT ANY TIME IN THEIR SOLE DISCRETION, WITH OR
WITHOUT NOTICE; AND
(X) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE
EXCEPTION(S):
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Signature:
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Name: (Please print)
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Date Submitted:
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Date Due:
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