EXHIBIT 99.CODE ETH
ASSET ALLOCATION TRUST
WELLS FARGO ADVANTAGE GLOBAL
DIVIDEND OPPORTUNITY FUND
WELLS FARGO ADVANTAGE INTERNATIONAL
BALANCED INCOME FUND
WELLS FARGO ADVANTAGE MULTI-SECTOR
INCOME FUND
WELLS FARGO ADVANTAGE UTILITIES &
HIGH INCOME FUND
WELLS FARGO FUNDS TRUST
WELLS FARGO MASTER TRUST
WELLS FARGO VARIABLE TRUST
CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS
REVISED
AUGUST 25, 2010
TABLE OF CONTENTS
1. OVERVIEW ............................................................. 1
1.1 CODE OF ETHICS .................................................. 1
1.2 ACCESS PERSON ................................................... 1
1.3 OUR DUTIES AND RESPONSIBILITIES TO YOU .......................... 2
1.4 YOUR DUTY OF LOYALTY ............................................ 2
1.5 STANDARDS OF BUSINESS CONDUCT ................................... 3
2. PERSONAL SECURITIES TRANSACTIONS ..................................... 3
2.1 CONFLICTS OF INTEREST ........................................... 3
2.2 REPORTING YOUR PERSONAL SECURITIES TRANSACTIONS ................. 5
2.3 REPORTS OF THE CCO .............................................. 6
2.4 EXCEPTIONS TO REPORTING ......................................... 6
2.5 ACCESS PERSON TRADE PROCEDURES .................................. 7
2.6 SUMMARY OF WHAT YOU NEED TO REPORT IF YOU ARE REQUIRED .......... 9
2.7 YOUR REPORTS ARE KEPT CONFIDENTIAL .............................. 10
3. CODE VIOLATIONS ...................................................... 11
3.1 INVESTIGATING CODE VIOLATIONS ................................... 11
3.2 PENALTIES ....................................................... 11
4. ANNUAL WRITTEN REPORTS TO THE BOARDS OF TRUSTEES ..................... 12
5. RECORD RETENTION ..................................................... 13
APPENDIX A DEFINITIONS .................................................. 14
APPENDIX B ACKNOWLEDGEMENT AND CERTIFICATION ............................ 18
APPENDIX C QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT ............ 19
APPENDIX D INITIAL HOLDINGS REPORT ...................................... 20
APPENDIX E ANNUAL HOLDINGS REPORT ....................................... 21
WELLS FARGO ADVANTAGE FUNDS
1. OVERVIEW
1.1 CODE OF ETHICS
SEE THE DEFINITIONS LOCATED IN APPENDIX A FOR ANY TERMS OR PHRASES YOU
DON'T UNDERSTAND.
Asset Allocation Trust, Wells Fargo Advantage International
Balanced Income Fund, Wells Fargo Advantage Multi-Sector Income Fund,
Wells Fargo Advantage Global Dividend Opportunity Fund and Wells Fargo
Advantage Utilities & High Income Fund, Wells Fargo Funds Trust, Wells
Fargo Master Trust and Wells Fargo Variable Trust (including all
"feeder funds" of Wells Fargo Master Trust that are advised or
administered by Wells Fargo Funds Management, LLC ("Funds
Management"), or, "feeder funds" of Asset Allocation Trust, advised by
Grantham, Mayo, Van Otterloo & Co., LLC ("GMO"), each an investment
adviser registered under the Investment Advisers Act of 1940
("Advisers Act"), or an affiliate thereof) (each, including the series
thereof, a "Wells Fargo Advantage Fund" and collectively, the "Wells
Fargo Advantage Funds"), all registered investment companies under the
Investment Company Act of 1940 (the "1940 Act"), adopt this Code of
Ethics (the "Code") pursuant to Rule17j -1 under the 1940 Act. The
Code outlines the policies and procedures you must follow and the
guidelines that govern your Personal Securities Transactions.
The Wells Fargo Advantage Funds are committed to maintaining the
highest ethical standards. The Wells Fargo Advantage Funds have a no
tolerance policy for dishonesty, self-dealing and trading on material,
Non-Public Information.
As a person subject to this Code, you must:
- Be ethical
- Act professionally
- Exercise independent judgment
- Comply with all applicable Federal Securities Laws; and
- Promptly report violations or suspected violations of
the Code to the Compliance Department.
Each Access Person, as defined below, is required to read the
Code annually. Additionally, each Access Person must certify upon
receiving the Code (or any new copy of a revised Code pursuant to
Section 1.3 below) that he or she has received, read, understands, and
is subject to the Code's provisions and reporting requirements.
SEE APPENDIX B.
1.2 ACCESS PERSON
The Code applies to you if you are an Access Person of the Wells
Fargo Advantage Funds because you may, at some time, have access to or
obtain investment information.
ACCESS PERSONS are:
- all Wells Fargo Advantage Fund officers;
- all Wells Fargo Advantage Fund trustees, either
interested or disinterested;
- each Wells Fargo Advantage Fund employee and any
employee of any company in a control relationship to
the Wells Fargo Advantage Funds who, in connection with
his or her regular functions or duties, makes,
participates, in or obtains information regarding, the
purchase or sale of
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securities by a Wells Fargo Advantage Fund, or whose
functions relate to the making of any recommendations
with respect to such purchases or sales;
- all natural persons in a control relationship with a
Wells Fargo Advantage Fund who obtain information
concerning recommendations made to a Wells Fargo
Advantage Fund with regard to the purchase or sale of a
Security by a Wells Fargo Advantage Fund; or
- anyone else designated in writing by the Chief
Compliance Officer ("CCO").
Any member of an advisory board to a Wells Fargo Advantage Fund
("Advisory Board Member") will also be treated as an Access Person
solely for purposes of this Code. As an Access Person, unless you are
exempt from reporting as an Independent Trustee (as described in
Section 2.4 below), you are required to report your initial holdings
when you become an Access Person, annual holdings each year, and
quarterly transactions in any securities in which you or any Immediate
Family Member has any direct or indirect beneficial ownership. (You
are not required to report transactions for, and securities held in,
any account over which neither you nor any member of your immediate
family has any direct or indirect influence or control.)
1.3 OUR DUTIES AND RESPONSIBILITIES TO YOU
To help you comply with this Code, the CCO and Compliance
Department will:
- Notify you in writing that you are required to report
under the Code and inform you of your specific
reporting requirements.
- Give you a copy of the Code and require you to sign a
form indicating that you read and understand the Code.
- Give you a new copy of the Code if we make any material
amendments to it and then require you to sign another
form indicating that you received and read the revised
Code.
- Require you, if you have been so designated, to have
duplicate copies of trade confirmations and account
statements for each disclosed account from your
broker-dealer, bank, or other party designated on the
initial, quarterly, or annual certification sent to us
as soon as readily available.
- Typically compare all of your reported Personal
Securities Transactions with the portfolio transactions
report of the Wells Fargo Advantage Funds each quarter.
Before we determine if you may have violated the Code
on the basis of this comparison, we will give you an
opportunity to provide an explanation.
- Review the Code at least once a year to assess the
adequacy of the Code and how effectively it works.
1.4 YOUR DUTY OF LOYALTY
You have a duty of loyalty to the shareholders of the Wells Fargo
Advantage Funds. That means you always need to act in the best
interests of the Wells Fargo Advantage Funds.
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You must never do anything that allows (or even appears to allow)
you to in appropriately benefit from your relationships with the Wells
Fargo Advantage Funds.
You cannot engage in activities such as self-dealing and must
disclose all conflicts of interest between the interests of the Wells
Fargo Advantage Funds and your personal interests to the Compliance
Department.
1.5 STANDARDS OF BUSINESS CONDUCT
You must always observe the highest standards of business
conduct and follow all applicable laws and regulations.
You may never:
- use any device, scheme or artifice to defraud the Wells
Fargo Advantage Funds;
- make any untrue statement of a material fact to the
Wells Fargo Advantage Funds or mislead the Wells Fargo
Advantage Funds by omitting to state a material fact;
- engage in any act, practice or course of business that
would defraud or deceive the Wells Fargo Advantage
Funds;
- engage in any manipulative practice with respect to the
Wells Fargo Advantage Funds;
- engage in any inappropriate trading practices,
including price manipulation; or
- engage in any transaction that may give the appearance
of impropriety.
1.6 EXCEPTIONS TO THE CODE
The CCO is responsible for enforcing the Code. The CCO (or his
or her designee for any exceptions sought by the CCO) may grant
certain exceptions to the Code in compliance with applicable law,
provided any requests and any approvals granted must be submitted and
obtained, respectively, in advance and in writing. The CCO or designee
may refuse to authorize any request for exception under the Code and
is not required to furnish any explanation for the refusal.
2. PERSONAL SECURITIES TRANSACTIONS
2.1 AVOID CONFLICTS OF INTEREST
When engaging in Personal Securities Transactions, there might be
conflicts between the interests of the Wells Fargo Advantage Funds and
your personal interests. Any conflicts that arise in such Personal
Securities Transactions must be resolved in a manner that does not
inappropriately benefit you or adversely affect the Wells Fargo
Advantage Funds or their shareholders. You shall always place the
financial and business interests of the Wells Fargo Advantage Funds
before your own personal financial and business interests.
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Examples of inappropriate resolutions of conflicts are:
- Taking an investment opportunity away from a Wells
Fargo Advantage Fund to benefit a portfolio of which
you have Beneficial Ownership;
- Using your position to take advantage of available
investments;
- Front running a Wells Fargo Advantage Fund by trading
in securities (or equivalent securities) ahead of a
Wells Fargo Advantage Fund; and
- Taking advantage of information or using Wells Fargo
Advantage Fund portfolio assets to affect the market in
a way that personally benefits you or a portfolio of
which you have Beneficial Ownership .
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2.2 REPORTING YOUR PERSONAL SECURITIES TRANSACTIONS
As an Access Person or an Investment Person (as defined in
Appendix A), unless you are exempt from reporting as an Independent
Trustee (as described in Section 2.4 below), you must report all
Personal Securities Accounts, along with the reportable holdings and
transactions in those accounts. There are three types of reports: (1)
an INITIAL HOLDINGS report that we receive when you first become an
Access Person or an Investment Person of the Wells Fargo Advantage
Funds, (2) a QUARTERLY TRANSACTIONAL report, and (3)an ANNUAL HOLDINGS
report.
You must give each broker-dealer, bank, or fund company where you
have a Personal Securities Account a letter to ensure that the
Compliance Department is set up to receive copies of all account
statements and confirmations from such accounts. The Compliance
Department will send the letter on your behalf, upon request.
INITIAL HOLDINGS REPORT. Within 10 days of becoming an Access
Person or an Investment Person:
- You must report all Personal Securities Accounts, including
account numbers, and holdings of Securities in those
accounts. You must supply us with statements (electronic or
paper) of all Personal Securities Accounts. The information
in the statements must be current as of a date no more than
45 days prior to the date of becoming An Access Person.
SEE FORM IN APPENDIX D FOR ALL INFORMATION REQUIRED.
- You must list all firms where you have securities accounts.
- You must also certify that you have read and will comply
with this Code.
- You must provide us the report by the business day
immediately before the weekend or holiday if the tenth day
falls on a weekend or holiday.
ANNUAL HOLDINGS REPORTS. Within 30 days of each year end:
- You must report all Personal Securities Accounts,
including account numbers, and holdings of Securities
in those accounts. The information in the statements
must be current as of a date no more than 45 days prior
to when you give us the report.
SEE FORM IN APPENDIX E FOR ALL INFORMATION REQUIRED.
- You must also certify that you have read and will
comply with this Code.
- You must provide us the report by the business day
immediately before the weekend or holiday if the
thirtieth day is a weekend or holiday.
QUARTERLY TRANSACTIONS REPORTS. Within 30 days of calendar
quarter end:
- You must give us a report showing all Securities trades
made in your Personal Securities Accounts during the
quarter. You must submit a report even if you didn't
execute any Securities trades. If we already received
copies of your statements, you don't need to supply
duplicate information.
SEE FORM IN APPENDIX C FOR ALL INFORMATION REQUIRED.
- You must also inform us of any new Personal Securities
Accounts you established during the past quarter.
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- You must provide us the report by the business day
immediately before the weekend or holiday if the
thirtieth day is a weekend or holiday.
2.3 REPORTS OF THE CCO
Any personal Securities holdings and transaction reports required
to be filed by a CCO must be submitted to an alternate designee who
will fulfill the duties of the CCO with respect to those reports.
2.4 EXCEPTIONS TO REPORTING
INDEPENDENT TRUSTEE REPORTING EXCEPTIONS: If you are an
Independent Trustee(1), you are exempt from initial and annual
holdings reports described in Section 2.2 above and may be exempt from
transaction reports based on limited access to information about
portfolio management activities. In lieu of the initial holdings
reports, you must certify upon receiving the Code (or any new copy of
a revised Code pursuant to Section 1.3 above) that you acknowledge
that you are an Access Person subject to the Code and are not required
to submit an initial holdings report.
You are NOT required to submit quarterly transaction reports,
UNLESS you knew at the time of the transaction, or in the ordinary
course of fulfilling your official duties as trustee SHOULD HAVE
KNOWN, (2) that, during the 15 -day period immediately preceding or
following the date of such transaction, the same security was
purchased or sold by the Wells Fargo Advantage Funds (or any series
thereof), or was being considered for purchase or sale by the Wells
Fargo Advantage Funds (or any series thereof) or by an investment
adviser or investment sub-adviser thereto.
A copy of the initial certification form is included as Appendix
B. If you are unable to meet the filing exemption, you will be
required to report as indicated in section 2.2 above for the
designated period(s).
ACCESS PERSONS OF FUNDS MANAGEMENT: If you are an Access Person
that is also an access person under the Funds Management Code of
Ethics, you do not need to file duplicate reports specifically under
this Code so long as you comply with the reporting requirements under
the Funds Management Code of Ethics and the reports that you file
under the Funds Management Code of Ethics include all holdings and
transactions and other information otherwise required to be reported
under this Code.
ACCESS PERSONS OF GMO: If you are an Access Person that is also
an access person under the GMO Code of Ethics, you do not need to file
duplicate reports specifically under this Code so long as you comply
with the reporting requirements under the GMO Code of Ethics and the
reports that you file under the GMO Code of Ethics
- ----------
(1) Defined as a trustee of the Wells Fargo Advantage Funds who is not an
"interested person" of the Wells Fargo Advantage Funds within the meaning
of section 2(a)(19) of the 1940 Act. An Advisory Board Member who is not an
"interested person" of the Wells Fargo Advantage Funds within the meaning
of section 2(a)(19) of the 1940 Act will be treated as an Independent
Trustee solely for purposes of this Code.
(2) The "should have known" standard does not:
- imply a duty of inquiry;
- presume I should have deduced or extrapolated from the discussions or
memoranda dealing with the Wells Fargo Advantage Fund's investment
strategies; or
- impute knowledge from my awareness of a Wells Fargo Advantage Fund's
holdings, market considerations, or investment policies, objectives
and restrictions.
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include all holdings and transactions and other information otherwise
required to be reported under this Code.
OTHER REPORTING EXCEPTIONS: No Access Person is required to
report any of the following types of transactions:
(1) Purchases or sales of any of the following types of
investments which are not considered Securities for purposes
of this Code:
- Direct obligations of the U.S. Government;
- Banker's acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt
instruments, including repurchase agreements;
- Shares issued by money market mutual funds, whether
affiliated or non-affiliated;
- Shares issued by open-end investment companies that are
not Wells Fargo Advantage Funds; and
- Transactions in 529 plan accounts, except Edvest and
tomorrow's scholar ("Reportable 529 Plans").
(2) Purchases or sales that were done as part of an Automatic
Investment Plan ("AIP"). (However, you must report your
initial pre-set schedule or allocation of an AIP that
includes allocations to any Securities, including those made
to any 401(k) plan (including to any Wells Fargo Advantage
Funds). Additionally, if you make a purchase or sale that
overrides or changes the pre-set schedule or allocation of
the AIP, you must include that transaction in your quarterly
transaction report if it is otherwise reportable.)
NOTE: 401(k) plans offered through employers other than
Wachovia/Wells Fargo & Co. are not required to be reported
if no Wells Fargo Advantage Fund or other Security is
offered as an investment in the plan.
2.5 ACCESS PERSON TRADE PROCEDURES
As an Access Person you must comply with the following trading
restrictions and prohibitions:
60 DAY HOLDING PERIOD FOR WELLS FARGO ADVANTAGE FUND SHARES
You are required to hold shares you purchase of a Wells
Fargo Advantage Fund for 60 days. YOU ARE NOT REQUIRED TO COMPLY
WITH THE 60 DAY HOLDING PERIOD FOR the Ultra Short-Term Income
Fund, the Ultra Short-Term Municipal Income Fund, the Ultra Short
Duration Bond Fund and the money market funds. This restriction
applies without regard to tax lot considerations. You will need
to hold the shares from the date of your most recent purchase for
60 days. If you need to sell Fund shares before the 60-day
holding period has passed, you must obtain advance written
approval from the CCO or designated Code officer in the
Compliance Department (the "Code of Ethics Compliance Officer").
The 60-day holding period does not apply to transactions pursuant
to Automatic Investment
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Plans. THIS RESTRICTION DOES APPLY TO AN INDEPENDENT TRUSTEE'S
TRADES OF WELLS FARGO ADVANTAGE FUND SHARES.
RESTRICTED INVESTMENTS
If you are an Access Person that is considered an
"Investment Person" (see definitions), you may not purchase
shares in an Initial Public Offering. You must get written
approval from the CCO or the Compliance Officer before you sell
shares that you acquired in an IPO prior to starting work for us.
Transactions in Securities that are part of a Private Placement
must be pre-cleared.
To pre-clear a Private Placement, all documentation for the
Private Placement (including the amount/allocation of the
investment) must be sent to the Compliance Department. The
Documentation may be:
a. emailed, to coe@wellsfargo.com
b. faxed, to 617-247-5011, or
c. mailed, to
Code of Ethics Compliance Officer
Wells Fargo
401 South Tyron Street NC1218
Charlotte, NC 28202
Documentation will be reviewed by the Compliance Department.
After receiving the request the Code of Ethics Compliance Officer
will notify you (in writing) if your trade has been approved or
denied. If a trade request for pre-clearance came from an email,
the approval or denial will be reported back using the same
method of the request.
BAN ON SHORT TERM TRADING PROFITS
There is a ban on short-term trading profits for Investment
Persons. Investment Persons are not permitted to buy and sell, or sell
and buy the same security (or equivalent security) within 60calendar
days and make a profit; this will be considered short -term trading.
- This prohibition applies without regard to tax lot.
- Short sales are subject to the 60 day profit ban.
- If you make a profit on an involuntary call of an
option that you wrote, those profits are excluded from
this ban; however you cannot buy and sell options
within 60 calendar days resulting in profits.
Settlement/expiration date on the opening option
transaction must be at least 60 days out.
- Sales or purchases made at the original purchase or
sale price or at a loss are not prohibited during the
60 calendar day profit holding period.
You may be required to disgorge any profits you make from any
sale before the 60-day period expires. In counting the 60 calendar
days, multiple transactions in the same security (or equivalent
security) will be counted in such a manner as to produce the shortest
time period between transactions.
The ban on short-term trading profits does not apply to
transactions that involve:
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(i) same-day sales of securities acquired through the exercise of
employee stock options or other Wells Fargo & Co. securities
granted to you as compensation or through the delivery
(constructive or otherwise) of previously owned employer stock to
pay the exercise price and tax withholding;
(ii) commodities, futures (including currency futures), options
on futures and options on currencies; or
(iii) purchases or sales that were done as part of an Automatic
Investment Plan ("AIP"). However, any purchases or sales outside
the pre-set schedule or allocation of the AIP, or other changes
to the pre-set schedule or allocation of the AIP, within a 60-day
period, are subject to the 60-day ban on short term profit.
The CCO or the Code of Ethics Compliance Officer may approve
additional exceptions to the ban on short-term trading profits.
Any additional exceptions require advance written approval.
2.6 SUMMARY OF WHAT YOU NEED TO REPORT IF YOU ARE REQUIRED
As discussed earlier, if you are an Independent Trustee, you may
not be required to submit a QUARTERLY TRANSACTIONS REPORT. However, if
you are an Access Person that is not an Independent Trustee or if you
are an Independent Trustee that does have to submit a QUARTERLY
TRANSACTIONS REPORT for a quarter, the table below serves as a handy
reference for you to know what types of transactions you need to
report. If you have questions about any types of Securities not shown
below, please contact the Compliance Department by email at the
following address: [COE]@wellsfargo.com.
DO I HAVE TO REPORT TRANSACTIONS IN THE FOLLOWING TYPES OF INVESTMENTS?
Corporate debt Securities Yes
Equity Securities, including Wells Fargo & Co. stock and
employee stock options and other Wells Fargo & Co. securities
granted as compensation Yes*
Wells Fargo Advantage Funds Yes
Municipal bonds Yes
Securities held in discretionary IRA accounts Yes
Securities purchased through Automatic Investment Plans
(Reporting requirements for allocations to 401(k) plans*** and
Reportable 529 Plans**** apply) No**
Money Market Mutual Funds (affiliated and non-affiliated) No
Mutual funds, other than ETFs and iShares, that are not Wells
Fargo Advantage Funds No
Exchange Traded Funds and iShares, both open-end and
closed-end, and Unit Investment Trusts Yes
Short-Term Cash Equivalents No
U.S. Government bonds (direct obligations) No
U.S. Treasuries/Agencies (direct obligations) No
* Because the Compliance Department does not receive duplicate account
statements for any employee stock option accounts that you or your
Immediate Family Members may have, any Personal Securities Transactions in
such employee stock option accounts must be reported on the quarterly
transactions report or you must manually furnish account statements or
equivalent
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documents. This means the employee executed transaction, i.e., the sell
transaction of the employee stock option that was granted.
** If you make a purchase or sale of a Security that overrides or changes the
pre-set schedule or allocation of the AIP, you must include that
transaction in your quarterly transactions report.
*** For any 401(k) plans, you must also report your initial pre-set schedule or
allocation of the AIP that includes allocations to any Securities
(including to any Wells Fargo Advantage Fund, except for Wells Fargo
Advantage Funds that are money market mutual funds), and any purchases or
sales of any Wells Fargo Advantage Fund made outside of your preset
allocation. NOTE: 401(k) plans offered through employers other than Wells
Fargo & Co are not required to be reported if no Wells Fargo Advantage Fund
or other Security is offered as an investment in the plan.
**** For transactions in Reportable 529 Plans, you must report your initial
pre-set schedule or allocation of the AIP and any purchases or sales of the
Reportable 529 Plan's units outside of your preset allocation.
2.7 YOUR REPORTS ARE KEPT CONFIDENTIAL
We will use reasonable efforts to ensure that the reports you
submit to us under this Code are kept confidential. The reports will
be reviewed by members of the Compliance Department and possibly our
senior executives or legal counsel. Reports may be provided to Wells
Fargo Advantage Fund officers and trustees, and will be provided to
government authorities upon request or others if required to do so by
law or court order.
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3. CODE VIOLATIONS
3.1 INVESTIGATING CODE VIOLATIONS
The CCO is responsible for enforcing the Code. The CCO or his or
her designee is responsible for investigating any suspected violation
of the Code and if the CCO selects a designee, the designee will
report the results of each investigation to the CCO. This includes not
only instances of violations against the letter of the Code, but also
any instances that may give the appearance of impropriety. The CCO is
responsible for reviewing the results of any investigation of any
reported or suspected violation of the Code in coordination with the
designee. Any confirmed violation of the Code will be reported to the
Wells Fargo Advantage Funds' Boards of Trustees.
3.2 PENALTIES
If you violate the provisions of the Code, the Wells Fargo
Advantage Funds have the right to impose on you one or more of the
following penalties as they may deem appropriate:
- censure you;
- suspend your authority to act on behalf of the Wells Fargo
Advantage Funds; and/or
- recommend specific sanctions, such as disgorgement of
profits, imposition of fines, and/or termination of your
employment.
3.3 YOUR OBLIGATION TO REPORT VIOLATIONS
You must report any violations or suspected violations of the
Code to the CCO or to a member of the Compliance Department. Your
reports will be treated confidentially and will be investigated
promptly and appropriately. Violations include:
- non-compliance with applicable laws, rules, and
regulations;
- fraud or illegal acts involving any aspect of our
business;
- material misstatements in reports;
- any activity that is specifically prohibited by the
Code; and
- deviations from required controls and procedures that
safeguard clients and us.
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4. ANNUAL WRITTEN REPORTS TO THE BOARDS OF TRUSTEES
ISSUES AND VIOLATIONS UNDER THE CODE. At least annually, the CCO
provides written reports to the Wells Fargo Advantage Funds' Board's
of Trustees. The reports must describe any issues or material
violations that arose during the previous year under the Code and any
resulting sanctions. Any exceptions granted under the Code must also
be described. The CCO may report to the Wells Fargo Advantage Funds'
Boards more frequently as the CCO deems necessary or appropriate, and
shall do so as requested by the Boards.
OUR CERTIFICATION TO THE BOARDS. Each report must be accompanied
by a certification to the Boards that Wells Fargo Advantage Funds has
adopted procedures reasonably necessary to prevent Access Persons from
violating the Code.
ANNUAL REVIEW. The CCO reviews the Code at least once a year to
assess the adequacy of the Code and how effectively it works. As part
of the annual report to the Wells Fargo Advantage Funds' Boards, the
CCO identifies any recommended changes in existing restrictions or
procedures based on its experience under the Code, evolving industry
practices, or developments in applicable laws or regulations.
The Funds' Boards must approve all material amendments within six
months following adoption.
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5. RECORD RETENTION
We will keep the following records in an easily accessible place at
our principal place of business, and will make the records available to the
SEC or any representative from the SEC at any time and from time to time
for reasonable periodic, special or other examination:
1. CODE OF ETHICS. A copy of this Code and all previous versions of
the Code that have been in effect for the last 5 years.
2. VIOLATIONS. A record of all Code violations and actions taken as
a result of those violations for at least five years after the
end of the fiscal year in which the violation occurs.
3. REQUIRED REPORTS. All reports required by the Code including
records of the procedures followed in connection with the
pre-clearance requests of investment personnel and any
information provided in lieu of the reports required under
Section 2.2 above. All information relied on by the CCO or
designee in authorizing any securities transactions, along with
any reasons supporting such decision . All reports used in
post-trade monitoring and review will also be maintained. Each
required report will be maintained for at least five years after
the end of the fiscal year in which the report is made or the
information provided.
4. ACCESS PERSONS AND INVESTMENT PERSONS LIST. A list of all
persons who are, or have been, required to make reports pursuant
to the Code, or who were responsible for reviewing these
reports, within the past five years.
5. BOARD REPORTS. Copies of any reports given to the Wells Fargo
Advantage Funds' Boards for at least five years after the end of
the fiscal year in which it was made.
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APPENDIX A
DEFINITIONS
GENERAL NOTE:
THE DEFINITIONS AND TERMS USED IN THE CODE ARE INTENDED TO MEAN THE SAME AS THEY
DO UNDER THE 1940 ACT AND THE OTHER FEDERAL SECURITIES LAWS. IF A DEFINITION
HEREUNDER CONFLICTS WITH THE DEFINITION IN THE 1940 ACT OR OTHER FEDERAL
SECURITIES LAWS, OR IF A TERM USED IN THE CODE IS NOT DEFINED, YOU SHOULD FOLLOW
THE DEFINITIONS AND MEANINGS IN THE 1940 ACT OR OTHER FEDERAL SECURITIES LAWS,
AS APPLICABLE.
AUTOMATIC INVESTMENT PLAN A program that allows a person to
purchase or sell securities,
automatically and on a regular basis
in accordance with a pre-determined
schedule and allocation, without any
further action by the person. An
Automatic Investment Plan includes a
SIP (systematic investment plan), SWP
(systematic withdrawal plan), SPP
(stock purchase plan), DRIP (dividend
reinvestment plan), or
employer-sponsored plan.
BENEFICIAL OWNER You are the "beneficial owner" of any
securities in which you have a direct
or indirect Financial or Pecuniary
Interest, whether or not you have the
power to buy and sell, or to vote, the
securities.
In addition, you are the "beneficial
owner" of securities in which an
Immediate Family Member has a direct
or indirect Financial or Pecuniary
Interest, whether or not you or the
Immediate Family Member has the power
to buy and sell, or to vote, the
securities. For example, you have
Beneficial Ownership of securities in
trusts of which Immediate Family
Members are beneficiaries.
You are also the "beneficial owner" of
securities in any account, including
but not limited to those of relatives,
friends and entities in which you have
a non-controlling interest, over which
you exercise investment discretion.
Such accounts do not include accounts
you manage on behalf of Wells Fargo
Funds Management, LLC or any other
affiliate of Wells Fargo & Company, or
on behalf of Grantham, Mayo, Van
Otterloo & Co., LLC.
CONTROL The power to exercise a controlling
influence over the management or
policies of a company, unless the
power is solely the result of an
official position with such company.
Owning 25% or more of a company's
outstanding voting securities is
presumed to give you control over the
company. (See Section 2(a)(9) of the
1940 Act for a complete definition.)
FEDERAL SECURITIES LAWS The Securities Act of 1933 (15 U.S.C.
77a-aa), the Securities Exchange Act
of 1934 (15 U.S.C. 78a-mm), the
Sarbanes-Oxley Act of 2002 (Pub. L.107
-204, 116 Stat.745 (2002)), the
Investment Company Act of 1940 (15
U.S.C. 80a), the Investment Advisers
Act of 1940 (15 U.S.C. 80b), Title V
of the Gramm-Leach-Biley Act (Pub.
L.No. 100 -102, 113 Stat.1338 (1999)),
any rules adopted by the SEC under
any of these statutes, the Bank
Secrecy Act (31 U.S.C. 5311-5314;
5316-5332) as it applies to funds and
investment advisers, and any rules
adopted thereunder by the SEC or the
Department of the Treasury.
APPENDIX A DEFINITIONS
14
WELLS FARGO ADVANTAGE FUNDS
FINANCIAL OR PECUNIARY INTEREST The opportunity for you or your
Immediate Family Member, directly or
indirectly, to profit or share in any
profit derived from a transaction in
the subject securities whether through
any contract, arrangement,
understanding, relationship or
otherwise. This standard looks beyond
the record owner of securities to
reach the substance of a particular
arrangement. You not only have a
Financial or Pecuniary Interest in
securities held by you for your own
benefit, but also securities held
(regardless of whether or how they are
registered) by others for your
benefit, such as securities held for
you by custodians, brokers, relatives,
executors, administrators, or
trustees. The term also includes any
security owned by an entity directly
or indirectly controlled by you, which
may include corporations,
partnerships, limited liability
companies, trusts and other types of
legal entities. You or your Immediate
Family Member may have a Financial or
Pecuniary Interest in:
- Your accounts or the accounts of
Immediate Family Members;
- A partnership or limited
liability company, if you or an
Immediate Family Member is a
general partner or a managing
member;
- A corporation or similar business
entity, if you or an Immediate
Family Member has or shares
investment control; or
- A trust, if you or an Immediate
Family Member is a beneficiary.
HIGH QUALITY SHORT-TERM DEBT INSTRUMENT Any instrument that has a maturity at
issuance of less than 366 days and
that is rated in one of the two
highest rating categories by a
nationally recognized statistical
rating organization such as Moody's
Investors Service.
IMMEDIATE FAMILY MEMBER Any of the following persons,
including any such relations through
adoption, who reside in the same
household with you:
- spouse
- domestic partner
- parent
- stepparent
- child
- stepchild
- grandparent
- grandchild
- brother
- sister
- mother-in-law
- father-in-law
- daughter-in-law
- son-in-law
- sister-in-law
- brother-in-law
Immediate Family Member also includes
any other relationship that the CCO
determines could lead to possible
conflicts of interest, diversions of
corporate opportunity, or appearances
of impropriety.
INDEPENDENT TRUSTEE A trustee of a Wells Fargo Advantage
Fund who is not an "interested person"
of the Wells Fargo Advantage Fund
within the meaning of Section 2(a)(19)
of the 1940 Act. An Advisory Board
Member who is not an "interested
person" of the Wells Fargo Advantage
Funds within the meaning of section
2(a)(19) of the 1940 Act will be
treated as an Independent Trustee
solely for purposes of this Code.
APPENDIX A DEFINITIONS
15
WELLS FARGO ADVANTAGE FUNDS
INVESTMENT PERSONS Any of the following individuals:
- any employee of Wells Fargo
Advantage Funds (or of any
company in a control relationship
to the Fund) who, in connection
with his/her regular functions or
duties, makes or participates in
making recommendations regarding
the purchase or sale of
securities by a Wells Fargo
Advantage Fund;
- any natural person who controls a
Wells Fargo Advantage Fund and
who obtains information
concerning recommendations made
to a Wells Fargo Advantage Fund
regarding the purchase or sale of
securities by the Wells Fargo
Advantage Fund; and
- any Access Person otherwise
designated by the Code of Ethics
Compliance Officer in writing
that such person is an Investment
Person.
INTERESTED TRUSTEE A trustee of a Wells Fargo Advantage
Fund who is an "interested person" of
the Fund within the meaning of Section
2(a)(19) of the 1940 Act.
IPO An initial public offering, or the
first sale of a company's securities
to public investors. Specifically it
is an offering of securities
registered under the Securities Act of
1933, the issuer of which, immediately
before registration, was not subject
to the reporting requirements of
Section 13 or Section 15(d) of the
Securities Exchange Act of 1934.
NON-PUBLIC INFORMATION Any information that is not generally
available to the general public in
widely disseminated media reports, SEC
filings, public reports, prospectuses,
or similar publications or sources.
PERSONAL SECURITIES ACCOUNT Any holding of Securities of which you
have Beneficial Ownership, other than
a holding of Securities previously
approved by the Code of Ethics
Compliance Officer over which you have
no direct influence or Control. A
Personal Securities Account is not
limited to securities accounts
maintained at brokerage firms, but
also includes holdings of Securities
owned directly by you or an Immediate
Family Member or held through a
retirement plan of Wachovia, Wells
Fargo & Co. or any other employer.
PERSONAL SECURITIES TRANSACTION A purchase or sale of a Security, of
which you have or acquire Beneficial
Ownership.
PRIVATE PLACEMENT An offering that is exempt from
registration under the Securities Act
of 1933, as amended, pursuant to
Section 4(2) or Section 4(6) thereof
or Rule504, 505 or 506 thereunder.
PURCHASE OR SALE OF A SECURITY Includes, among other things, gifting
or the writing of an option to
purchase or sell a security.
APPENDIX A DEFINITIONS
16
WELLS FARGO ADVANTAGE FUNDS
SECURITY/SECURITIES As defined under Section2(a)(36) of
the 1940 Act or Section 202(a)(18) of
the Advisers Act, except that it does
not include direct obligations of the
U.S. Government; bankers' acceptances;
bank certificates of deposit;
commercial paper; high quality
short-term debt instruments, including
repurchase agreements; shares issued
by affiliated or unaffiliated money
market mutual funds; or shares issued
by open-end registered investment
companies other than the Wells Fargo
Advantage Funds.
APPENDIX A DEFINITIONS
17
WELLS FARGO ADVANTAGE FUNDS
APPENDIX B
ACKNOWLEDGEMENT AND CERTIFICATION
I certify that I have received, read, and understand that I am subject to the
CODE OF ETHICS POLICY ON PERSONAL SECURITIES TRANSACTIONS dated _________, 2010
for Wells Fargo Advantage Funds.
In addition to certifying that I will provide complete and accurate reporting as
required by the Code and have complied with all requirements of the Code, I
certify that I will not:
- Execute any prohibited purchases and/or sales, directly or indirectly,
that are outside those permissible by the Code
- Employ any device, scheme or artifice to defraud any Wells Fargo
Advantage Fund
- Engage in any act, practice or course of business which operates or
would operate as a fraud or deceit upon any Wells Fargo Advantage Fund
- Make any untrue statement of a material fact, or omit to state a
material fact necessary in order to make the statements, in light of
the circumstances under which they are made, not misleading
- Engage in any manipulative practice with respect to any Wells Fargo
Advantage Fund
- Disclose any proprietary or non-public information in an inappropriate
manner
In conjunction with this Code, please select ONE of the below:
[ ] I acknowledge that, as an INDEPENDENT TRUSTEE, I am an ACCESS PERSON
subject to the CODE OF ETHICS POLICY ON PERSONAL SECURITIES
TRANSACTIONS for Wells Fargo Advantage Funds. As such, I further
acknowledge that I AM NOT required to submit an initial holdings
report.
[ ] I acknowledge that, as an INTERESTED TRUSTEE, officer or employee of
Wells Fargo Advantage Funds, I am an ACCESS PERSON subject to the CODE
OF ETHICS POLICY ON PERSONAL SECURITIES TRANSACTIONS for Wells Fargo
Advantage Funds. As such, I further acknowledge that I am required to
submit an initial holdings report.
[ ] I acknowledge that I am an ACCESS PERSON subject to the CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS for Wells Fargo Advantage
Funds, and certify that I am also an access person required to report
under the [Funds Management][GMO] Code of Ethics and that I have
submitted an initial holdings report thereunder. As such, I further
acknowledge that I am not required to submit a duplicate initial
holdings report hereunder.
I understand that unless I am exempt I violate this Code if I fail to submit a
record of my Personal Securities Transactions within thirty calendar days
after the end of each quarter.
- ------------------------------------- ----------------------------------------
Signature Date
- -------------------------------------
Name (Print)
PLEASE SUBMIT FORM TO THE COMPLIANCE DEPARTMENT (FAX 414-577-7829)
APPENDIX B ACKNOWLEDGEMENT AND CERTIFICATION
18
WELLS FARGO ADVANTAGE FUNDS
APPENDIX C
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
Name of Reporting Person: ________________________________ __________________________________
Signature
Calendar Quarter Ended: ________________________________ __________________________________
Date Report Submitted
Date Report Due: ________________________________
I certify that this report is complete and accurate and that I have included all
accounts required to be reported under the Code of Ethics.
YOUR PERSONAL SECURITIES TRANSACTIONS
[ ] I HAD NO SECURITIES TRANSACTIONS TO REPORT FOR THE LAST QUARTER; OR
[ ] ALL OF MY SECURITIES TRANSACTIONS ARE PROVIDED ON DUPLICATE ACCOUNT
STATEMENTS; OR
NOTE: YOU DO NOT NEED TO SUPPLY DUPLICATE INFORMATION FROM THE ACCOUNT
STATEMENTS WE ALREADY RECEIVE.*
PLEASE COMPLETE THE TABLE BELOW IF YOU HAD SECURITIES TRANSACTIONS DURING THE
LAST QUARTER THAT ARE NOT PROVIDED ON DUPLICATE STATEMENTS.
NAME OF PRINCIPAL NAME ON NAME OF
ISSUER AMOUNT, ACCOUNT, TYPE TYPE OF BROKER-DEALER
AND/OR NO. OF MATURITY DATE OF ACCOUNT AND TRANSACTION OR BANK
DATE OF TITLE OF SHARES (IF AND INTEREST RATE ACCOUNT (PURCHASE OR EFFECTING TICKER
TRANSACTION SECURITY APPLICABLE) (IF APPLICABLE) NUMBER SALE) PRICE TRANSACTION OR CUSIP
- ----------- -------- ----------- ----------------- -------------- ------------ ----- ------------- --------
* KEEP IN MIND, WE DO NOT RECEIVE ACCOUNT STATEMENTS FOR YOUR 401(K) PLANS SO
IF YOU MADE ANY TRADES OUTSIDE OF YOUR PRE-SET ALLOCATIONS, THOSE MUST BE
REPORTED HERE.
YOUR SECURITIES ACCOUNTS
[ ] I DO NOT HOLD ANY SECURITIES ACCOUNTS; OR
[ ] I DID NOT OPEN ANY SECURITIES ACCOUNTS DURING THE QUARTER; OR
PLEASE COMPLETE THE TABLE BELOW IF YOU OPENED A SECURITIES ACCOUNT DURING THE
LAST QUARTER.**
NAME OF BROKER-DEALER OR BANK,
WELLS FARGO ADVANTAGE FUND OR DATE ACCOUNT WAS NAME(S) ON AND TYPE OF
AFFILIATED MUTUAL FUND ESTABLISHED ACCOUNT ACCOUNT NUMBER
- ------------------------------ ---------------- ---------------------- --------------
** PLEASE PROVIDE A COPY OF THE MOST RECENT ACCOUNT STATEMENT FOR EACH ACCOUNT
LISTED IN THE TABLE ABOVE.
PLEASE SUBMIT FORM TO THE COMPLIANCE DEPARTMENT (FAX 414-577-7829)
APPENDIX C QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
19
WELLS FARGO ADVANTAGE FUNDS
APPENDIX D
INITIAL HOLDINGS REPORT
Name of Reporting Person: _____________________________ ___________________________
Date Person Became Subject to the Code's Signature
Reporting Requirements: _____________________________
Information in Report Dated as of:
(NOTE: Information should be dated no
more than 45 days before you became an
Access Person.) _____________________________ ___________________________
Date Report Due: _____________________________ Date Report Submitted
I certify that this report is complete and accurate and that I have included all
accounts required to be reported under the Code of Ethics.
YOUR SECURITIES HOLDINGS
[ ] I HAVE NO SECURITIES HOLDINGS TO REPORT; OR
[ ] ALL OF MY SECURITIES HOLDINGS ARE PROVIDED ON DUPLICATE ACCOUNT STATEMENTS;
OR
PLEASE COMPLETE THE TABLE BELOW TO REPORT YOUR HOLDINGS.
PRINCIPAL AMOUNT, EXCHANGE
NAME OF ISSUER AND MATURITY DATE AND TICKER SYMBOL
TITLE OF SECURITY, NO. OF SHARES INTEREST RATE OR CUSIP
INCLUDING TYPE (IF APPLICABLE) (IF APPLICABLE) NUMBER NAME OF BROKER-DEALER OR BANK, FUND
- ------------------ --------------- ----------------- ------------- -----------------------------------
YOUR SECURITIES ACCOUNTS
[ ] I DO NOT HOLD ANY SECURITIES ACCOUNTS; OR
PLEASE COMPLETE THE TABLE BELOW IF YOU HAVE SECURITIES ACCOUNTS TO REPORT.*
NAME OF BROKER-DEALER OR BANK, FUND NAME(S) ON AND TYPE OF ACCOUNT ACCOUNT NUMBER
- ----------------------------------- ------------------------------ --------------
* PLEASE PROVIDE A COPY OF THE MOST RECENT ACCOUNT STATEMENT FOR EACH ACCOUNT
LISTED IN THE TABLE ABOVE.
PLEASE SUBMIT FORM TO THE COMPLIANCE DEPARTMENT (FAX 414-577-7829)
APPENDIX D INITIAL HOLDINGS REPORT
20
WELLS FARGO ADVANTAGE FUNDS
APPENDIX E
ANNUAL HOLDINGS REPORT
Name of Reporting Person: ____________________________ _______________________________
Information in Report Dated as of: SIGNATURE
(NOTE: Information should be
dated no more than 45 days
before report is submitted.) ____________________________
Date Report Due: ____________________________ _______________________________
Calendar Year Ended: December 31, _____ Date Report Submitted
I certify that this report is complete and accurate and that I have included all
accounts required to be reported under the Code of Ethics.
YOUR SECURITIES HOLDINGS
[ ] I HAVE NO SECURITIES HOLDINGS TO REPORT; OR
[ ] ALL OF MY SECURITIES HOLDINGS ARE PROVIDED ON DUPLICATE ACCOUNT STATEMENTS;
OR
PLEASE COMPLETE THE TABLE BELOW TO REPORT YOUR HOLDINGS.
PRINCIPAL AMOUNT,
MATURITY DATE AND EXCHANGE TICKER
NAME OF ISSUER AND NO. OF SHARES INTEREST RATE SYMBOL OR CUSIP NAME OF BROKER-DEALER
TITLE OF SECURITY, INCLUDING TYPE (IF APPLICABLE) (IF APPLICABLE) NUMBER OR BANK, FUND
- --------------------------------- --------------- ----------------- --------------- ---------------------
* KEEP IN MIND, WE DO NOT RECEIVE ACCOUNT STATEMENTS FOR YOUR 401(K) PLANS SO
IF YOU HOLD ANY WELLS FARGO ADVANTAGE FUNDS IN YOUR PLANS, THOSE MUST BE
REPORTED HERE.
YOUR SECURITIES ACCOUNTS
[ ] I DO NOT HOLD ANY SECURITIES ACCOUNTS; OR
PLEASE COMPLETE THE TABLE BELOW IF YOU HAVE ANY SECURITIES ACCOUNTS TO REPORT.*
NAME OF BROKER-DEALER OR BANK, WELLS FARGO DATE ACCOUNT WAS NAME(S) ON AND TYPE
ADVANTAGE FUND OR AFFILIATED MUTUAL FUND ESTABLISHED OF ACCOUNT ACCOUNT NUMBER
- ------------------------------------------ ---------------- ------------------- --------------
* PLEASE PROVIDE A COPY OF THE MOST RECENT ACCOUNT STATEMENT FOR EACH ACCOUNT
LISTED IN THE TABLE ABOVE.
PLEASE SUBMIT FORM TO THE COMPLIANCE DEPARTMENT (FAX 414-577-7829)
APPENDIX E ANNUAL HOLDINGS REPORT
21