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
2
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
3
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
4
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 in 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 situation that is expressly prohibited by
this 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.
5
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
6
EXHIBIT A
PERSONS COVERED BY THE CODE
Karla Rabusch, President of each Trust
Kasey L. Phillips, Treasurer of each Trust
Exhibit A amended: March 3, 2010
7
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:
--------------------------------------------------------
(Please print)
Name:
--------------------------------------------------------
Date Submitted:
--------------------------------------------------------
Date Due:
--------------------------------------------------------
8
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;
(IX) 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):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature:
--------------------------------------------------------
(Please print)
Name:
--------------------------------------------------------
Date Submitted:
--------------------------------------------------------
Date Due:
--------------------------------------------------------
9