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Exhibit 23(p)(i)
NEW COVENANT FUNDS
NEW COVENANT TRUST COMPANY
CODE OF ETHICS
GENERAL
This Code of Ethics of New Covenant Funds (the "Trust") and New Covenant Trust
Company (the "Adviser") is adopted pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), and shall
apply to each series of shares of the Trust now in existence or hereafter
created.
Rule 17j-1(a) under the 1940 Act makes it unlawful for any employee, officer or
trustee of a registered investment company or its investment adviser or
principal underwriter, and certain other affiliated persons of such entities, in
connection with the purchase or sale, directly or indirectly, by such person of
a security "held or to be acquired" by such investment company, to (i) employ
any device, scheme or artifice to defraud such investment company; (ii) make to
such investment company any untrue statement of a material fact or omit to state
to the Trust a material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not misleading; (iii)
engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon the investment company; or (iv) engage in any
manipulative practice with respect to the investment company.
The underlying general principles of this Code of Ethics are that "access
persons," (as defined below) in conducting their personal "securities" (as
defined below) transactions, (i) owe a fiduciary duty to shareholders of an
affiliate investment company and at all times have a duty to place the interests
of such shareholders ahead of their personal interests, (ii) are obligated to
conduct all personal "securities" transactions in accordance with this Code of
Ethics and in a manner so as to avoid any actual or potential conflict of
interest or abuse of such person's position of trust and responsibility, and any
appearance of such conflict of interest or abuse of position, and (iii) should
not take inappropriate advantage of their positions.
1. DEFINITIONS.
(1) "Access Person" means any trustee, officer or Advisory Person (as
defined below) of the Trust and the Adviser and the Trust's
sub-advisers.
The defined term "Access Person" and "Advisory Person" shall not
include any person who is subject to securities transaction
reporting requirements of a code of ethics adopted by a
sub-adviser or underwriter or affiliate thereof in compliance
with Rule 17j-1 of the 1940 Act.
(2) "Advisory Person" means any employee of the Trust, the Adviser or
sub-advisers
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who, in connection with his or her regular functions or duties,
makes, participates in, or obtains information regarding the
purchase or sale of a Security by the Trust, or whose functions
relate to the making of any recommendations with respect to such
purchases or sales, and any natural person in a control
relationship to the Trust, the Adviser or the Trust's
sub-advisers, who obtains information concerning recommendations
made to the Trust with regard to the purchase or sale of
Securities by the Trust.
(3) "Investment Personnel" mans any employee of the Trust, the
Adviser or the Trust's sub-advisers who, in connection with his
or her regular functions or duties, makes or participates in
making recommendations regarding the purchase or sale of
Securities by the Trust, and any natural person who controls the
Trust, the Adviser or sub-advisers and who obtains information
concerning such recommendations.
(4) "Security" shall have the meaning set forth in Section 2(a) (36)
of the 1940 Act except it does not include securities issued by
the Government of the United States or by federal agencies and
which are direct obligations of the United States, bankers'
acceptances, certificates of deposit, commercial paper, high
quality short-term debt instruments (including repurchase
agreements) and shares of registered open-end investment
companies.
(5) A "security held or to be acquired" means a Security which,
within the most recent 15 days: (i) is or has been held by the
Trust; or (ii) is being or has been considered by the Trust, the
Adviser or the Trust's sub-advisers for purchase by the Trust,
and includes an option to purchase or sell, and any Security
which is convertible into or exchangeable for, a Security
described in (i) or (ii) of this sub-Section.
(6) "Beneficial Ownership" shall have the meaning ascribed thereto
under Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder. Generally, a
person is regarded as having a beneficial interest in those
securities held in his or her name, the name of his or her spouse
and the names of his or her minor children who reside with him or
her. A person may be regarded as having a beneficial interest in
the securities held in the name of another person (individual,
partnership, trust, or another entity) if, by reason of a
contract, understanding or relationship he or she obtains or may
obtain therefrom benefits substantially equivalent to those of
ownership.
(7) "Control" means the power to exercise a controlling influence
over the management or policies of a company, unless such power
is solely the result of an official position, as further defined
in Section 2(a)(9) of the 1940 Act.
(8) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer or which,
immediately before the registration, was not subject to the
reporting requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934.
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(9) "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section
4(2) or Section 4(6) or pursuant to rule 504, rule 505, or rule
506 under the Securities Act of 1933.
2. PROHIBITIONS.
(a) No Access Person in connection with the purchase or sale,
directly or indirectly, by such person of a security held or to
be acquired by the Trust:
(i) shall employ any device, scheme or artifice to defraud
the Trust;
(ii) make to the Trust any untrue statement of a material
fact or omit to state to the Trust a material fact
necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
(iii) engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon the Trust; or
(iv) engage in any manipulative practice with respect to the
Trust.
(b) No Access Person shall purchase or sell, directly or indirectly,
any Security in which he or she has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
and which to his or her actual knowledge, or should have known,
at the time of such purchase or sale:
(i) is being considered for purchase or sale by the Trust;
or
(ii) is then being purchased or sold by the Trust.
(c) No Investment Personnel shall purchase or sell, directly or
indirectly, any Security in which he or she has, or by reason of
such transaction acquires, any direct or indirect beneficial
ownership, in a Limited Offering or Initial Public Offering
("IPO") without prior approval from the appropriate compliance
officer.
3. EXEMPTED TRANSACTIONS.
The Prohibitions of Sections 2(b) and 2(c) of this Code of Ethics
shall not apply to transactions concerning:
(a) Purchases or sales effected in any account over which the Access
Person or Investment Personnel has no direct or indirect
influence or control.
(b) Purchases or sales of Securities which are not eligible for
purchase or sale by the Trust.
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(c) Purchases or sales which are non-volitional on the part of the
Access Person or Investment Personnel or the Trust.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
(e) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired.
4. PROCEDURAL MATTERS.
The Trust shall appoint an appropriate compliance officer who shall:
(a) Furnish a copy of this Code of Ethics to each Access Person upon
commencement of employment and annually thereafter so each such
Access Person may certify that he or she has read and understands
said Code of Ethics and recognizes that he or she is subject to
the principles and prohibitions contained therein.
(b) Review all reports submitted under Sections 6, 7 and 8 of this
Code of Ethics to detect conflicts of interest and abusive
practices.
(c) Notify quarterly each Access Person of his or her obligation to
file a Quarterly Report as provided by Section 6 of this Code of
Ethics.
(d) Notify each new Access Person of his or her obligation to file an
Initial Report as provided by Section 7 of this Code of Ethics.
(e) Notify annually each Access Person of his or her obligation to
file an Annual Report as provided by Section 8 of this Code of
Ethics.
(f) Promptly report to the Board of Trustees the facts contained in
any report filed with the compliance officer pursuant to Section
6, 7 or 8 of this Code of Ethics when such report indicates that
an Access Person engaged in a transaction in a Security held or
to be acquired by the Trust, or otherwise violated or appeared to
violate this Code of Ethics and its reporting requirements.
(g) At least annually, furnish to the Board of Trustees a written
report that describes any issues arising under this Code of
Ethics.
(h) Maintain a current list of all Access Persons and Investment
Personnel and identify all reporting Access Persons on such list,
and shall take steps to ensure that all reporting Access Persons
have submitted reports, confirmations or statements in a timely
manner.
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(i) Determine whether to grant prior approval for Investment
Personnel to purchase or sell a Security in a Limited Offering or
IPO by considering (among other factors) whether the investment
opportunity should be reserved for the Trust and whether the
individual is being offered the opportunity by virtue of his or
her position with the Trust. The compliance officer shall
maintain a record of any decision, and the reasons supporting the
decision, to approve the acquisition by any Investment Personnel
of a Security in a Limited Offering or IPO, for at least five (5)
years after the end of the fiscal year in which the approval is
granted.
(j) Maintain the records required by paragraph (f) of Rule 17j-1.
5. REPORTING EXCEPTIONS.
(a) Not withstanding the provisions of Sections 6, 7 and 8 of this
Code of Ethics, an Access Person shall not be required to make a
report with respect to transactions effected for, and Securities
held in, any account over which such person does not have any
direct or indirect influence or control.
(b) A disinterested trustee of the Trust: (i) need not make the
Initial and Annual Reports required by Sections 7 and 8 of this
Code of Ethics; and (ii) need only report, on a Quarterly Report
required by Section 6 of this Code of Ethics, a transaction in a
Security if such trustee, at the time of that transaction, knew
or, in the ordinary course of fulfilling his or her official
duties as a trustee of the Trust, should have known, that during
the 15-day period immediately before or after the date of the
transaction by the trustee, such security was purchased or sold
by the Trust or was being considered for purchase or sale by its
investment adviser or sub-advisers.
(c) Any report required under Section 6, 7 or 8 of this Code of
Ethics may contain a statement that the report shall not be
construed as an admission by the person making such report that
he or she has any direct or indirect beneficial ownership in the
Security to which the report relates.
6. QUARTERLY REPORTS.
(a) Every Access Person shall report the information described below
with respect to transactions in any Security in which such Access
Person has, or by reason of such transaction acquires, any direct
or indirect beneficial ownership in the Security. The Quarterly
Report shall be made not later than 10 calendar days after the
end of the calendar quarter in which the transaction to which the
report relates was effected. Each Access Person shall submit a
Quarterly Report for each quarter, including those quarters
during which no Securities transactions were effected. The
Quarterly Report shall be made on the form attached as Exhibit A
and shall contain the following information:
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(i) the date of the transaction, the title and the number
of shares, and the principal amount of each Security
involved, and the interest rate and maturity date (if
applicable);
(ii) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(iii) the price at which the transaction was effected;
(iv) the name of the broker, dealer or bank with or through
whom the transaction was effected; and
(v) the date that the Access Person submitted the Quarterly
Report.
(b) With respect to any account established by an Access Person, in
which any Securities were held during the quarter for the direct
or indirect benefit of the Access Person, the Access Person shall
include on the Quarterly Report the following information:
(i) the name of the broker, dealer or bank with whom the
Access Person established the account; and
(ii) the date the account was established.
(c) Pursuant to Rule 17j-1(d)(2)(iv), no Quarterly Report need be
made by Access Persons who make reports to the sub-advisers,
pursuant to Rule 204-2(a)(12) or (13) of the Investment Advisers
Act of 1940, if such report duplicates the information required
under the reporting requirements of the Code of Ethics of the
sub-advisers.
(d) An Access Person may, at his or her election, submit, within 10
calendar days after the end of the calendar quarter, a brokerage
statement or transaction confirmation in lieu of the Quarterly
Report, provided such statement or confirmation contains all the
information required to be included in the Quarterly Report.
7. INITIAL REPORTS.
Each Access Person shall disclose all personal Securities holdings to
the appropriate compliance officer not later than 10 days after
becoming an Access Person. The Initial Report shall be made on the
form attached as Exhibit B and shall contain the following
information:
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(a) the title, number of shares and principal amount of each Security
in which the Access Person had any direct or indirect beneficial
ownership when the person became an Access Person;
(b) the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any Securities were held
for the direct or indirect benefit of the Access Person as of the
date the person became an Access Person; and
(c) the date that the Access Person submitted the Initial Report.
8 ANNUAL REPORTS.
Each Access Person shall disclose all personal Securities holdings on
an annual basis within 30 days after the end of the calendar year. The
Annual Report shall provide information on personal Securities
holdings that is current as of a date no more than 30 days before the
Annual Report is submitted. The Annual Report shall be made on the
form attached as Exhibit C and shall contain the following
information:
(a) the title, number of shares and principal amount of each Security
in which the Access Person had any direct or indirect beneficial
ownership;
(b) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any Securities are held for
the direct or indirect benefit of the Access Person; and
(c) the date that the Access Person submitted the Annual Report.
9. VIOLATIONS.
Upon being apprised of facts which indicate that a violation of this
Code of Ethics may have occurred, the Board of Trustees of the Trust
shall determine whether, in their judgment, the conduct being
considered did in fact violate the provisions of this Code. If the
Board of Trustees determines that a violation of this Code has
occurred, the Board may impose such sanctions as it deems appropriate
in the circumstances. If the person whose conduct is being considered
by the Board is a Trustee of the Trust, he or she shall not be
eligible to participate in the judgment of the Board as to whether a
violation exists or in whether, or to what extent, sanctions should be
imposed.
10. SUB-ADVISERS' CODES OF ETHICS
Each of the sub-advisers shall:
(a) Submit to the Board of Trustees of the Trust a copy of the code
of ethics adopted by such sub-adviser pursuant to Rule 17j-1 of
the 1940 Act and/or Rule 204-2(a)(12) of
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the Investment Advisers Act and a certification that such
sub-adviser has adopted procedures reasonably necessary to
prevent its respective Access Persons from violating such code of
ethics.
(b) Promptly report to the Board of Trustees of the Trust in writing
any material amendments to such sub-adviser's code of ethics.
(c) Immediately furnish to the Board of Trustees all material
information regarding any violation of such sub-adviser's code of
ethics by any person who would be an Access Person hereunder if
such person were not subject to the sub-adviser's code of ethics.
(d) Provide quarterly reports to the Adviser representing that no
material violations of their respective codes of ethics were made
during the period so indicated.
(e) No less frequently than annually, furnish to the Board of
Trustees a written report that (i) describes any issues arising
under such sub-adviser's code of ethics, including information
about material violations and procedures and sanctions imposed in
response to the material violations; and (ii) certifies that such
sub-adviser has adopted procedures reasonable necessary to
prevent violations of its code of ethics by any person who would
be an Access Person hereunder if such person were not subject to
the sub-adviser's code of ethics.
11. CONFIDENTIALITY
All personal securities transactions reports disclosing personal
securities holdings, and any other information filed pursuant to this
Code of Ethics, shall be treated as confidential, but are subject to
review as provided herein and by representatives of the Securities and
Exchange Commission.
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NEW COVENANT FUNDS
NEW COVENANT TRUST COMPANY
LIST OF ACCESS PERSONS
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Dennis Murphy
Bob Wulf
Tom Seel
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EXHIBIT A
Page 1 of 2
NEW COVENANT FUNDS
NEW COVENANT TRUST COMPANY
CODE OF ETHICS
QUARTERLY REPORT
CALENDAR QUARTER ENDED ___/___/___
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During the calendar quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect beneficial ownership, and which are required to be
reported pursuant to the Code of Ethics.
<TABLE>
<CAPTION>
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INTEREST
RATE AND NATURE OF BROKER/DEALER
NUMBER OF MATURITY TRANSACTION OR BANK
NAME OF DATE OF SHARES OF DATE (IF PRINCIPAL (PURCHASE, THROUGH WHOM
SECURITY TRANSACTION SECURITY APPLICABLE) AMOUNT SALE, OTHER) PRICE EFFECTED
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<S> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
This report excludes (i) transactions with respect to which I had no direct or
indirect influence or control and (ii), other transactions not required to be
reported, and is not an admission that I have or had any direct or indirect
beneficial ownership in the Securities listed.
I hereby represent that I established the brokerage accounts listed below, in
which Securities were held during the quarter referenced above for my indirect
or direct benefit.
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EXHIBIT A
Page 2 of 2
<TABLE>
<CAPTION>
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NAME OF BROKER, BANK OR DEALER
WITH WHOM ACCOUNT MAINTAINED DATE ESTABLISHED
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<S> <C>
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</TABLE>
Date: Signature:
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Print Name:
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EXHIBIT B
NEW COVENANT FUNDS
NEW COVENANT TRUST COMPANY
CODE OF ETHICS
INITIAL REPORT
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1. I hereby acknowledge receipt of a copy of the Code of Ethics.
2. I have read and understand the Code of Ethics and recognize that I am
subject thereto in the capacity of an "Access Person."
3. As of the date below, I had a direct or indirect beneficial ownership in
the following Securities:
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NAME OF PRINCIPAL TYPE OF INTEREST
SECURITY NUMBER OF SHARES AMOUNT (DIRECT OR INDIRECT)
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4. I hereby represent that I maintain account(s), as of the date this
report is submitted, in which Securities are held for my direct or
indirect benefit, with the brokers, dealers or banks listed below.
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NAME OF BROKER, BANK OR DEALER
WITH WHOM ACCOUNT MAINTAINED DATE ESTABLISHED
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This report is not an admission that I have or had any direct or
indirect beneficial ownership in the Securities listed.
Date: Signature:
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Print Name:
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EXHIBIT C
NEW COVENANT FUNDS
NEW COVENANT TRUST COMPANY
CODE OF ETHICS
ANNUAL REPORT
YEAR ENDED DECEMBER 31, _____
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1. I have read and understand the Code of Ethics and recognize that I am
subject thereto in the capacity of an "Access Person."
2. I hereby certify that, during the year, I have complied with the
requirements of the Code of Ethics and I have reported all Securities
transactions required to be reported pursuant to the Code.
3. As of December 31, _____, I had a direct or indirect beneficial ownership
in the following Securities:
<TABLE>
<CAPTION>
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NAME OF NUMBER OF PRINCIPAL TYPE OF INTEREST BROKER/DEALER OR BANK
SECURITY SHARES AMOUNT (DIRECT OR INDIRECT) THROUGH WHOM EFFECTED
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<S> <C> <C> <C> <C>
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</TABLE>
4. I hereby represent that I maintain account(s), with the brokers, dealers or
banks listed below, in which Securities are held for my direct or indirect
benefit.
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NAME OF BROKER, BANK OR DEALER
WITH WHOM ACCOUNT MAINTAINED DATE ESTABLISHED
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This report is not an admission that I have or had any direct or indirect
beneficial ownership in the Securities listed.
Date: Signature:
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Print Name:
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