Exhibit (a)
FRANK RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
CODE OF ETHICS
FOR
SENIOR MUTUAL FUND OFFICERS
This Code of Ethics applies to the Chief Executive Officer and Chief Financial
Officer (each, a "senior Mutual Fund Officer") of Frank Russell Investment
Company and Russell Investment Funds (each, a "Mutual Fund") and, pursuant to
the Sarbanes-Oxley Act of 2002 is designated to 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 registrant files with, or submits to,
the Securities Exchange Commission ("SEC") and in other public
communications made by each Mutual Fund;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting to an appropriate person or persons
identified in this section of the Code of violations of this section
of the Code; and
- accountability for adherence to this section of the Code.
I. SENIOR MUTUAL FUND OFFICERS SHOULD ACT HONESTLY AND CANDIDLY
Each Senior Mutual Fund Officer owes a duty to the Mutual Fund to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each Senior Mutual Fund Officer must:
- act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law
or the Mutual Fund's policies;
- observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Mutual Fund policies;
- adhere to a high standard of business ethics; and
- place the interests of the Mutual Fund before the Senior Mutual Fund
Officer's own personal interests.
- All activities of Senior Mutual Fund Officers should be guided by
and adhere to these fiduciary standards.
II. SENIOR MUTUAL FUND OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND
APPARENT CONFLICTS OF INTEREST
GUIDING PRINCIPLES. A "conflict of interest" occurs when a Mutual
Fund Officer's private interest interferes with the interests of his or her
service to the Mutual Fund. A conflict of interest can arise when a Senior
Mutual Fund Officer takes actions or has interests that may make it difficult to
perform his or her Mutual Fund work objectively and effectively. For example, a
conflict of interest would arise if a Senior Mutual Fund Officer, or a member or
his family, receives improper personal benefits as a result of his or her
position in the Mutual Fund. In addition, Senior Mutual Fund Officers should be
sensitive to situations that create apparent, not actual, conflicts of interest.
Service to the Mutual Fund should never be subordinated to personal gain and
advantage.
Certain conflicts of interest arise out of the relationships between
Senior Mutual Fund Officers and the Mutual Fund that already are subject to
conflict of interest provisions in the Investment Company Act and the Investment
Advisers Act. For example, Senior Mutual Fund Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or
other property) with the Mutual Fund because of their status as "affiliated
persons" of the Mutual Fund. Therefore, the existing statutory and regulatory
prohibitions on individual behavior will be deemed to be incorporated into this
section of the Code and therefore any such violation will also be deemed a
violation of this section of the Code. Senior Mutual Fund Officers must in all
cases comply with applicable statutes and regulations.
As to conflicts arising from, or as a result of the contractual
relationship between each Mutual Fund and its investment adviser of which the
Senior Mutual Fund Officers are also officers or employees, it is recognized by
the Board that, subject to the adviser's fiduciary duties to the Mutual Fund,
the Senior Mutual Fund Officers will in the normal course of their duties
(whether formally for the Mutual Fund or for the adviser, or for both) be
involved in establishing policies and implementing decisions which will have
different effects on the adviser and the Mutual Fund. The Board recognizes that
the participation of the Senior Mutual Fund Officers in such activities is
inherent in the contractual relationship between the Mutual Fund and the adviser
and is consistent with the expectation of the Board of the performance by the
Senior Mutual Fund Officers of their duties as officers of the Mutual Fund. In
addition, it is recognized by the Board that the Senior Mutual Fund Officers may
also be officers or employees of other investment companies advised by the same
adviser and the codes of those investment companies will apply to the Senior
Mutual Fund Officers acting in those distinct capacities.
Each Senior Mutual Fund Officer must:
- avoid conflicts of interest wherever possible;
- handle any actual or apparent conflict of interest ethically;
- not use his or her personal influence or personal relationships to
influence investment decisions or financial reporting by the Mutual
Fund whereby the Senior Mutual Fund Officer would benefit personally
to the detriment of the Mutual Fund;
- not cause the Mutual Fund to take action, or fail to take action,
for the personal benefit of the Senior Mutual Fund Officer rather
than the benefit of the Mutual Fund;
- not use material non-public knowledge of portfolio transactions made
or contemplated for the Mutual Fund to trade personally or cause
others to trade personally in contemplation of the market effect of
such transactions;
- as described in more detail below, discuss any material transaction
or relationship that could reasonably be expected to give rise to a
conflict of interest with the Mutual Fund's Chief Legal Counsel; and
- report at least annually any affiliations or other relationships
related to conflicts of interest as requested from time to time in
the Mutual Fund's directors & officers questionnaire.
The Senior Mutual Fund Officers should follow the precepts and
requirements of the Code as adopted by the Mutual Fund from time to time,
including its policies regarding personal securities accounts, outside business
affiliations, gifts and entertainment and conflicts of interests.
III. DISCLOSURE
Each Senior Mutual Fund Officer is required to be familiar with, and
comply with the Mutual Fund's disclosure controls and procedures so that the
Mutual Fund's reports and documents filed with the SEC and other public
communications comply in all material respects with the applicable federal
securities laws and SEC rules. In addition, each Senior Mutual Fund Officer
having direct or supervisory authority regarding these SEC filings or the Mutual
Fund's other public communications should, to the extent appropriate within his
area of responsibility, consult with other Mutual Fund officers and employees
and the adviser and take other appropriate steps regarding these disclosures
with the goal of making full, fair, accurate, timely and understandable
disclosure.
Each Senior Mutual Fund Officer must:
- familiarize himself with the disclosure requirements generally
applicable to the Mutual Fund; and
- not knowingly misrepresent, or cause others to misrepresent, facts
about the Mutual Fund to others, whether within or outside the
Mutual Fund, including to the Mutual Fund's auditors, independent
directors, independent auditors, and to governmental regulators and
self-regulatory organizations.
IV. COMPLIANCE
It is the Mutual Fund's policy to comply with all applicable laws
and governmental rules and regulations. It is the personal responsibility of
each Senior Mutual Fund Officer to adhere to the standards and restrictions
imposed by those laws, rules and regulations, including those relating to
affiliated transactions, accounting and auditing matters.
V. REPORTING AND ACCOUNTABILITY
Each Senior Mutual Fund Officer must:
- upon receipt of this Code, and annually thereafter acknowledge that
he or she has read the Code, understood its provisions and agrees to
abide by its requirements as set forth elsewhere in this Code;
- not retaliate against any officer or employee of the Mutual Fund or
their affiliated persons for reports of potential violations that
are made in good faith; and
- notify the Mutual Fund's Chief Legal Counsel promptly if he or she
becomes aware of any existing or potential violation of this section
of the Code. Failure to do so is itself a violation of this section
of the Code.
Except as described otherwise below, the Investment Company's Chief
Compliance Officer is responsible for applying this section of the Code to
specific situations in which questions are presented to him or her and has the
authority to interpret this section of the Code in any particular situation. The
Investment Company's Chief Compliance Officer shall take all action he or she
considers appropriate to investigate any actual or potential violations reported
to him or her.
The Mutual Fund's Chief Compliance Officer is authorized to consult,
as appropriate, with the Mutual Fund's Chief Legal Counsel, legal counsel to the
Mutual Fund's independent trustees, or the chair of the Audit Committee (the
"Committee"), and is encouraged to do so.
The Committee is responsible for granting waivers and determining
sanctions, as appropriate(2). In addition, approvals, interpretations, or
waivers sought by the Chief Executive Officer will be considered by the
Committee.
The Funds will follow these procedures in investigating and
enforcing this section of the Code:
- the Chief Legal Counsel will take all appropriate action to
investigate any potential violations reported to him;
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(2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant.
- if, after such investigation, the Chief Legal Counsel believes that
no violation has occurred, the Chief Legal Counsel is not required
to take any further action;
- any matter that the Chief Legal Counsel believes is a violation will
be reported to the Committee;
- if the Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, which 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 its board; or a
recommendation to dismiss the Mutual Fund Officer;
- the Committee will be responsible for granting waivers, as
appropriate; and
- any changes to or waivers of this section of the Code will, to the
extent required, be disclosed as provided by SEC rules.
VI. OTHER POLICIES AND PROCEDURES
The rest of this Code, including the Mutual Fund's adviser's and
principal underwriter's codes of ethics under Rule 17j-1 under the Investment
Company Fund Act and the more detailed policies and procedures set forth therein
are separate requirements applying to Senior Mutual Fund Officers and others,
and are not part of this Section of the Code.
VII. AMENDMENTS
This section of the Code may not be amended except in a written
document that is specifically approved by a majority vote of the Mutual Fund's
Board of Trustees, including a majority of independent trustees.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this
section of the Code shall be considered confidential and shall be maintained and
protected accordingly. Except as otherwise required by law or this section of
the Code, such matters shall not be disclosed to anyone other than the Mutual
Fund's Chief Compliance Officer, Chief Legal Counsel, the members of the Board
of Trustees and their counsels, the Mutual Fund and its adviser and principal
underwriter and their legal counsel.
IX. INTERNAL USE
This section of the Code is intended solely for the internal use by
each Mutual Fund and does not constitute an admission, by or on behalf of any
Mutual Fund, as to any fact, circumstance, or legal conclusion.
EXHIBIT A
PERSONS COVERED BY THIS CODE OF ETHICS
Mark E. Swanson, Principal Accounting Officer, Principal Financial Officer and
Treasurer
Greg J. Stark, Principal Executive Officer and Chief Executive Officer
Exhibit B (EXAMPLE ONLY)
ACKNOWLEDGMENT
To the Board of Trustees of Russell Investment Funds
I,_____________________________________, acknowledge that I have received the
Printed Name
Russell Investment Funds Code of Ethics for Principal Executive and Senior
Financial Officers (the "Code") dated December 6, 2004. I have read the Code and
understand its policies and provisions, and I agree to be bound by the terms and
conditions set forth therein.
By:_____________________________________________
Signature
Print Name:_____________________________________
Dated:____________________________________, 2005