Exhibit (a)
EX-99.CODE ETH
RUSSELL INVESTMENT FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
ADOPTED AUGUST 26, 2003
COVERED OFFICERS/PURPOSE OF THE CODE
This section of the code applies only to the Chief Executive Officer
and Chief Financial and Accounting Officer ("Senior Mutual Fund
Officer") of Russell Investment Funds (each, a "Mutual Fund"). This
section is designed 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 and 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 of 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. 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
relationships 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;
- 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
interest.
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 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 related 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. 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;
- if, after such investigations, 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, by 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 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
The 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
Leonard P. Brennan, 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 August 26, 2003. 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: ____________________________________, 20___