CODE OF ETHICS FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
THE DIVERSIFIED INVESTORS FUNDS GROUP,
THE DIVERSIFIED INVESTORS FUNDS GROUP II,
DIVERSIFIED INVESTORS STRATEGIC VARIABLE FUNDS AND
DIVERSIFIED INVESTORS PORTFOLIOS
The Diversified Investors Funds Group,The Diversified Investors Funds Group
II, The Diversified Investors Strategic Variable Funds and Diversified Investors
Portfolios (collectively, the "Funds") have adopted this Code of Ethics to
effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and
the rules adopted to implement Section 406.
This Code applies to each Fund's principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions ("Covered Officers"). A listing of positions
currently within the ambit of Covered Officers is attached Exhibit A.
1. PURPOSE OF THE CODE. This Code sets forth standards and procedures that
are reasonably designed to deter wrongdoing and promote:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely, and understandable disclosure in
reports and documents that a Fund files with, or submits to, the
U.S. Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of this Code to the
party or parties identified below; and
- accountability for adherence to this Code.
2. DUTIES OF COVERED OFFICERS. It is the responsibility of the Covered
Officers, by their words and actions, to foster a corporate culture that
encourages honest and ethical conduct, including the ethical resolution
of, and appropriate disclosure of, conflicts of interest. The Covered
Officers should work to assure a working environment that is characterized
by respect for law and compliance with applicable rules and regulations.
The Covered Officers must:
- act with integrity;
- familiarize themselves with the disclosure requirements generally
applicable to the Funds and, to the extent appropriate within the
Covered Officer's area of responsibility, take appropriate steps
with the goal of promoting full, fair, accurate, timely and
understandable disclosure in reports and documents the Funds file
with the SEC and in other public communications made by the Funds;
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Funds; and
- not use personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Funds
whereby the Covered Officer would benefit personally to the
detriment of the Funds;
- not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Funds; and
- not use material non-public knowledge of portfolio transactions made
or contemplated for the Funds to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
3. OTHER POTENTIAL CONFLICTS. Any potential conflict of interest or
appearance of conflict of interest must be discussed by a Covered Officer
with the General Counsel of Diversified Investment Advisors, Inc. (the
"GC"), including:
- service as a director on the board of directors or trustees of any
public or private company (other than a not-for-profit
organization);
- the receipt of any non-nominal gifts; and
- the receipt of any entertainment from any company with which the
Funds have 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.
4. REPORTING. Upon receipt of this Code, and annually thereafter, the Covered
Officers must sign an acknowledgement stating that he or she has received,
read and understands the Code.
5. VIOLATIONS. Any person who becomes aware of an apparent violation of this
Code must report it to the GC. The GC is authorized to investigate any
such violations and report his or her findings to the Chairperson of the
Audit Committees of the Funds. The Chairperson may report violations of
the Code to
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the Board of Trustees if he or she believes such reporting is appropriate.
The Chairperson may also determine the appropriate sanction for any
violations of this Code, including removal from office, provided that
removal from office shall only be carried out with the approval of the
Boards of Trustees of the Funds.
6. AMENDMENTS. Technical, administrative or other non-substantive amendments
to this Code must be approved by the Chairperson of the Audit Committees
of the Funds and any material amendment must be approved by the Board of
Trustees. Amendments must be filed with the SEC as required by applicable
rules. All amendments must be in writing.
7. RELATIONSHIP TO CODES OF ETHICS. The Funds and its principal service
providers have adopted codes of ethics under Rule 17j-1 under the
Investment Company Act of 1940. Those codes are separate requirements and
are not part of this Code.
8. CONFIDENTIALITY. All reports and records prepared or maintained pursuant
to this Code shall be confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone.
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EXHIBIT A
PERSONS COVERED BY THIS CODE OF ETHICS
Mark Mullin, Principal Executive Officer
Joseph Carusone, Principal Financial Officer
Suzanne Montemurro, Assistant Treasurer
FORM N-CSR CERTIFICATION
I, Joseph Carusone, certify that:
1. I have reviewed this report on Form N-CSR of Diversified Investors
Strategic Variable Funds.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to
include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
internal control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of a
date within 90 days prior to the filing date of this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 1, 2005
/s/ Joseph Carusone
Joseph Carusone
Principal Financial Officer