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Ex (p)(1)
CODE OF ETHICS OF
AHA INVESTMENT FUNDS, INC.
This Code of Ethics has been approved by the Board of Directors of AHA
Investment Funds, Inc. (the "Fund"), including a majority of the members of the
Board of Directors who are not "interested persons" of the Fund ("Independent
Directors"), as defined by the Investment Company Act of 1940 (the "Act"), and
Hewitt Associates LLC ("Hewitt"), which serves as the Fund's Investment
Consultant, in compliance with Rule 17j-1 (the "Rule") under the Act to
establish standards and procedures for the detection and prevention of
activities by which persons having knowledge of the investments and investment
intentions of the Fund may abuse their fiduciary duties to the Fund and
otherwise to deal with the types of conflict of interest situations to which the
Rule is addressed.
The provisions of this Code of Ethics are based on the facts that: each of
the investment managers of the Fund (the "Investment Managers") is required to
adopt its own Code of Ethics under the terms of the Portfolio Advisory
Agreements between the Fund and the Investment Managers; and the Fund itself has
no employees.
In view of the above facts, the only persons subject to the transaction
reporting provisions this Code of Ethics are the officers and directors of the
Fund and the personnel of Hewitt who are Access Persons. Each such person must
read and retain this Code of Ethics, and should recognize that he or she is
subject to its provisions.
The Fund and Hewitt shall use reasonable diligence and institute procedures
reasonably necessary to prevent violations of this Code of Ethics.
1. OBJECTIVE AND GENERAL PROHIBITIONS. The specific provisions and
reporting requirements of the Rule and this Code of Ethics are concerned
primarily with those investment activities of Access Persons, defined below, who
are associated with the Fund and who thus may benefit from or interfere with the
purchase or sale of portfolio securities by the Fund. The Rule makes it
"unlawful" for such persons to engage in conduct which is deceitful, fraudulent,
or manipulative, or which involves false or misleading statements, in connection
with the purchase or sale of securities by an investment company. Additionally,
both the Rule and this Code of Ethics also prohibit any Access Person from using
information concerning the investments or investment intentions of the Fund's
portfolios (the "Portfolios"), or his or her ability to influence such
investment intentions, for personal gain or in a manner detrimental to the
interests of any of the Portfolios. Specifically, the Rule makes it "unlawful"
for any such person, directly or indirectly, in connection with the purchase or
sale of a "security held or to be acquired" by the Fund to:
(i) employ any device, scheme or artifice to defraud the Fund;
(ii) make to the Fund any untrue statement of a material fact or
omit to state to the Fund a material fact necessary in order to
make the
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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 on the Fund; or
(iv) engage in any manipulative practice with respect
to the Fund.
2. DEFINITIONS (as used herein).
"ACCESS PERSON" means: (1) any officer or director of the Fund, and (2) any
officer, employee or member of Hewitt who, with respect to any investment
company registered under the Act, makes any recommendation, participates in the
determination of which recommendation will be made, or whose principal function
or duties relate to the determination of which recommendation will be made, or
who, in connection with his or her duties, obtains any information concerning
recommendations on Covered Securities being made by Hewitt to any investment
company registered under the Act.
"BENEFICIAL OWNERSHIP" has the meaning set forth in paragraph (a)(2) of
Rule 16a-1 under the Securities Exchange Act of 1934, and for purposes of this
Code of Ethics shall be deemed to include, but not be limited to, any interest
by which any Access Person or any member of his or her immediate family
(relative by blood or marriage living in the same household) can directly or
indirectly derive a monetary benefit from the purchase, sale (or other
acquisition or disposition) or ownership of a Security, except such interests as
a majority of the Independent Directors of the Fund not involved therein shall
determine to be too remote for the purpose of this Code of Ethics.
"CONTROL" shall have the same meaning as that set forth in Section 2(a)(9)
of the Act.
"COVERED SECURITY" means any Security (as defined below) other than a
Security that is: (i) a direct obligation of the Government of the United
States; (ii) a bankers' acceptance, bank certificate of deposit, commercial
paper, or high quality short-term debt instrument, including a repurchase
agreement; or (iii) a share of an open-end investment company registered under
the Act.
"INITIAL PUBLIC OFFERING" means an offering of securities registered under
the Securities Act of 1933, the issuer of 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.
"INVESTMENT PERSONNEL" means: (i) any employee of the Fund or Hewitt (or of
any company controlling, controlled by or under common control with the Fund or
Hewitt) 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 Fund; and (ii) any natural
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person who controls the Fund or Hewitt and who obtains information concerning
recommendations made regarding the purchase or sale of Securities by the Fund.
"LIMITED OFFERING" means an offering of Securities that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6) thereof or Rule 504, Rule 505 or Rule 506 thereunder.
"SECURITY" includes all stock, debt obligations and other instruments
comprising the investments of the Fund, including any warrant or option to
acquire or sell a security and financial futures contracts, but excludes
securities issued by the U.S. government or its agencies, bankers' acceptances,
bank certificates of deposit, commercial paper and shares of a mutual fund.
References to a "Security" in this Code of Ethics shall include any warrant for,
option in, or security immediately convertible into that "security."
A security is "being considered for purchase or sale" from the time an
order is given by or on behalf of a Portfolio of the Fund to the order room of
any Investment Manager until all orders with respect to that security are
completed or withdrawn.
3. PROHIBITED TRANSACTIONS.
(a) Investment Personnel may not purchase or otherwise acquire direct
or indirect Beneficial Ownership of any Security in an Initial Public Offering
or a Limited Offering unless he or she obtains pre-clearance pursuant to
Paragraph 3(c) below and reports to the Fund the information required under this
Code of Ethics.
(b) an Access Person may not purchase or sell or otherwise acquire or
dispose of any Security in which he or she has or thereby acquires a direct or
indirect Beneficial Ownership if he or she knows or should know at the time of
entering into the transaction by reason of which such Access Person has or
acquires such direct or indirect Beneficial Ownership that: (i) the Fund has
engaged in a transaction in the same security within the last 15 days, or is
engaging in such transaction or is going to engage in a transaction in the same
security in the next 15 days, or (ii) the Fund or any of its Investment Managers
has within the last 15 days considered a transaction in the same security or is
considering a transaction in the security or within the next 15 days is going to
consider a transaction in the security, unless such Access Person (i) obtains
pre-clearance of such transaction and (ii) reports to the Fund the information
described in Paragraph 5(b) of this Code of Ethics.
(c) PRE-CLEARANCE REQUIREMENT.
(i) PROCEDURES.
(a) OBTAINING PRE-CLEARANCE:
Pre-clearance of a personal transaction in a Security
required to be approved under Paragraph 3(a) or
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Paragraph 3(b) above must be obtained from the
Administrator of this Code of Ethics or an officer of
the Fund who has been delegated this responsibility by
the Administrator. These persons are referred to in
this Code of Ethics as "Clearing Officers."
(b) TIME OF PRE-CLEARANCE.
Transaction pre-clearances must be obtained no more
than 3 days prior to making a purchase or sale of a
Security. If the trade is not made within 3 days of
the date of pre-clearance, a new pre-clearance must be
obtained.
(c) FORM.
Pre-clearance must be obtained in writing by completing
and signing a form provided for that purpose by the
Fund, which form shall set forth the details of the
proposed transaction, and obtaining the signatures of a
Clearing Officer. Pre-clearance shall be requested by
using the form attached as Schedule A.
(d) FILING.
A copy of all completed pre-clearance forms, with all
required signatures, shall be retained by the
Administrator of this Code of Ethics.
(ii) FACTORS CONSIDERED IN PRE-CLEARANCE OF PERSONAL
TRANSACTIONS.
A Clearing Officer may refuse to grant pre-clearance of a
personal transaction in his or her sole discretion without
being required to specify any reason for the refusal.
Generally, the Clearing Officer will consider the following
factors in determining whether or not to pre-clear a
proposed transaction:
(a) Whether the amount or nature of the transaction or
person making it is likely to affect the price or
market for the Security;
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(b) Whether the individual making the proposed purchase or
sale is likely to benefit from purchases or sales being
made or being considered on behalf of the Fund;
(c) Whether the Security proposed to be purchased or sold
is one that would qualify for purchase or sale by the
Fund;
(d) Whether the transaction is non-volitional on the part
of the individual, such as receipt of a stock dividend
or a sinking fund call.
4. EXEMPT TRANSACTIONS. The prohibitions of Paragraph 3 above do not
apply to:
(a) Purchases, sales or other acquisitions or dispositions of
Securities for an account over which the Access Person has no direct influence
or control and does not exercise indirect influence or control.
(b) Involuntary purchases or sales made by an Access Person.
(c) Purchases which are part of an automatic dividend reinvestment
plan.
(d) Purchases or other acquisitions or dispositions resulting from
the exercise of rights acquired from an issuer as part of a pro rata
distribution to all holders of a class of Securities of such issuer and the sale
of such rights.
(e) Purchases and redemptions of shares of registered, open-end
mutual funds (but not shares of closed-end funds).
(f) Bank certificates of deposit and bankers' acceptances.
(g) Commercial paper and high quality debt instruments (including
repurchase agreements) with a stated maturity of 12 months or less.
(h) U.S. Treasury obligations.
(i) Purchases, sales or other acquisitions or dispositions which
receive the prior approval of the Administrator of this Code of Ethics upon
consideration of the factors stated in Paragraph 3(b)(ii) above and/or because:
(i) their potential harm to the Fund is remote;
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(ii) they would be unlikely to affect a highly institutional
market; or
(iii) they are clearly not related economically to Securities
being considered for purchases or sale by the Fund.
5. (a) INITIAL CERTIFICATIONS AND INITIAL HOLDING REPORTS
(i) Within ten (10) days after a person becomes an Access
Person, such person shall complete and submit to the
Administrator of this Code of Ethics an Initial
Certification of Compliance and Initial Holdings Report
on the form attached as Schedule C.
(ii) An Independent Director who would be required to make an
Initial Holdings Report solely by reason of being a
director of the Fund is not required to file an Initial
Holdings Report, but is required to file an Initial
Certification of Compliance on the form attached as
Schedule C.
(b) QUARTERLY REPORTS
(i) Within ten (10) days after the end of each calendar
quarter, each Access Person shall make a written report
of all transactions occurring during the quarter in
Covered Securities in which he or she had any direct or
indirect Beneficial Ownership to the Administrator of
this Code of Ethics. A form to be used to file this
quarterly report is attached as Schedule B.
(ii) Such report must contain the following information with
respect to each reportable transaction:
(a) Date and nature of the transaction (purchase, sale
or any other type of acquisition or disposition);
(b) Title, the interest rate and maturity date (if
applicable), number of shares and principal amount
of each Security and the price of the Covered
Security at which the transaction was effected;
(c) Name of the broker, dealer or bank with or through
which the transaction was effected; and
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(d) Date that the report is submitted by the Access
Person.
(iii) Any such report may contain a statement that it is not to
be construed as an admission that the person making it
has or had any direct or indirect Beneficial Ownership of
any Security to which the report relates.
(iv) Notwithstanding the quarterly reporting requirement set
forth in Paragraph 5(b)(i) above, any Independent
Director who would be required to make a quarterly report
solely by reason of being a director of the Fund shall
not be subject to such reporting requirement unless such
Independent Director knew, or in the ordinary course of
fulfilling his or her official duties as a director of
the Fund, should have known that during the 15 day period
immediately before or after the date of a transaction in
a Covered Security by the director, the Fund purchased or
sold the Covered Security, or any Investment Manager
considered purchasing or selling the Covered Security.
(v) Notwithstanding the quarterly reporting requirement set
forth in Paragraph 5(b)(i) above, an Access Person shall
not be required to report transactions on Schedule B if:
(x) the Administrator of the Code of Ethics is being
furnished broker trade confirmations and account
statements within the time period prescribed in Paragraph
5(b)(i) above for all personal Securities accounts of
such Access Person containing all of the information
required by Paragraph 5(b)(ii) above, provided that the
Access Person has no reportable transactions other than
those reflected in such confirmations and statements; and
{y} the Access Person files on Schedule B attached hereto
a certification to that effect.
(c) ANNUAL CERTIFICATIONS AND ANNUAL HOLDINGS REPORTS
(i) Annually, by January 30 of each year, each Access Person
shall complete and submit to the Administrator of this
Code of Ethics an Annual Certification of Compliance and
an Annual Holdings Report on the form attached as
Schedule D.
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(ii) An Independent Director who would be required to make an
Annual Holdings Report solely by reason of being a
director of the Fund is not required to file an Annual
Holdings Report, but is required to file an Annual
Certification of Compliance on the form attached as
Schedule D.
(d) Subject to the prior written approval of the Administrator of
this Code of Ethics, no reports of transactions in or holdings of Covered
Securities need be made by an Access Person pursuant to Paragraphs 5(a), (b) or
(c) above with respect to transactions effected for, and Covered Securities held
in, any account over which the Access Person had no direct or indirect influence
or control.
(e) FORM OF REPORTS AND CERTIFICATIONS. The reports and
certifications required by the Code of Ethics shall be on the forms attached
hereto or, with respect to the quarterly reports required pursuant to Paragraph
5(b) above but not the certifications required by such Paragraph, may consist of
broker confirmations and statements as provided in Paragraph 5(b)(v).
(f) RESPONSIBILITY TO REPORT. The responsibility for taking the
initiative to report is imposed on each individual required to make a report.
Any effort by the Fund or Hewitt to facilitate the reporting process does not
change or alter that responsibility.
(g) WHERE TO FILE REPORT. All reports must be filed with the
Administrator of this Code of Ethics.
6. CONFIDENTIALITY OF FUND TRANSACTIONS. Until disclosed in a public
report to shareholders or to the SEC in the normal course, all information
concerning the securities "being considered for purchase or sale" by the Fund
shall be kept confidential by all Access Persons and disclosed by them only on a
"need to know" basis. It shall be the responsibility of the Administrator of
this Code of Ethics to report any inadequacy found by him to such officer(s) and
the directors of the Fund or any Committee appointed by them to deal with such
information.
7. SANCTIONS. Any violation of this Code of Ethics shall be subject to the
imposition of such sanctions by the Fund or Hewitt as may be deemed appropriate
under the circumstances to achieve the purposes of the Rule and this Code of
Ethics which may include suspension or termination of employment, a letter of
censure and/or restitution of an amount equal to the difference between the
price paid or received by the Fund and the more advantageous price paid or
received by the offending person except that sanctions for violation of this
Code of Ethics by a director of the Fund will be determined by a majority vote
of its Independent Directors.
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8. ADMINISTRATION AND CONSTRUCTION.
(a) The administration of this Code of Ethics shall be the
responsibility of a person nominated by the Fund and approved by the Independent
Directors of the Fund as the "Administrator" of this Code of Ethics.
(b) The duties of such Administrator will include:
(i) Continuous maintenance of a current list of the names of
all Access Persons with an appropriate description of
their title or employment, and the date each such person
became an Access Person;
(ii) Providing each Access Person a copy of this Code of
Ethics and informing them of their duties and reporting
and other obligations thereunder;
(iii) Obtaining the certifications and reports required to be
submitted by Access Persons under this Code of Ethics
(except that the Administrator of this Code of Ethics
may presume that Quarterly Transaction Reports need not
be filed by Independent Directors in the absence of facts
indicating that a report must be filed), and reviewing
the reports submitted by Access Persons;
(iv) Maintaining or supervising the maintenance of all records
and reports required by this Code of Ethics;
(v) Preparing listings of all transactions effected by any
Access Person within fifteen (15) days of the date on
which the same security was held, purchased or sold by
the Fund;
(vi) Determining whether any particular securities transaction
should be exempted pursuant to the provisions of
Paragraph 4(i) of this Code of Ethics;
(vii) Issuance either personally or with the assistance of
Counsel as may be appropriate, of any interpretation of
this Code of Ethics which may appear consistent with the
objectives of the Rule and this Code of Ethics;
(viii) Conduct of such inspections or investigations, including
scrutiny of the listings referred to in the preceding
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subparagraph, as shall reasonably be required to detect
and report, with his recommendations, any apparent
violations of this Code of Ethics to the Board of
Directors of the Fund or any Committee appointed by them
to deal with such information;
(ix) Submission of a quarterly report to the directors of the
Fund containing a description of any violation and the
sanction imposed; transactions that suggest the
possibility of a violation of interpretations issued by
and any exemptions or waivers found appropriate by the
Administrator; and any other significant information
concerning the appropriateness of this Code of Ethics;
and
(x) Review of administration of the codes of ethics adopted
by the Investment Managers of the Fund and making
requests to them for such reports and information as may
be necessary to assist the directors of the Fund in
monitoring compliance with the Rule and with the general
policies of this Code of Ethics as set forth in paragraph
1 above.
9. REVIEW OF CODE OF ETHICS BY BOARD OF DIRECTORS
(a) On an annual basis, and at such other time as deemed to be
necessary or appropriate by the Board of Directors, the Board of Directors shall
review operation of this Code of Ethics and shall adopt such amendments thereto
as may be necessary to assure that the provisions of the Code of Ethics
establish standards and procedures that are reasonably designed to detect and
prevent activities that would constitute violations of the Rule.
(b) In connection with the annual review of the Code of Ethics by
the Board of Directors, the Fund and Hewitt shall each provide to the Board of
Directors, and the Board of Directors shall consider, a written report (which
may be a joint report on behalf of the Fund and Hewitt) that:
(i) Describes any issues arising under the Code of Ethics or
related procedures during the past year, including, but
not limited to, information about material violations of
the Code of Ethics or any procedures adopted in
connection therewith and that describes the sanctions
imposed in response to material violations; and
(ii) Certifies that the Fund and Hewitt have each adopted
procedures reasonably necessary to prevent Access Persons
from violating the Code of Ethics.
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10. REQUIRED RECORDS. The Administrator shall maintain and cause to be
maintained in an easily accessible place, the following records:
(a) A copy of this Code of Ethics and any other codes of ethics
adopted pursuant to the Rule by the Fund or Hewitt for a period of five (5)
years;
(b) A record of any violation of this Code of Ethics and any other
code specified in Paragraph 10(a) above, and of any action taken as a result of
such violation;
(c) A copy of each report made pursuant to this Code of Ethics and
any other code specified in Paragraph 10(a) above, by an Access Person or the
Administrator within two (2) years from the end of the fiscal year of the Fund
in which such report or interpretation is made or issued and for an additional
three (3) years in a place which need not be easily accessible;
(d) A list of all persons who are, or within the past five (5) years
have been, required to make reports pursuant to the Rule and this Code of Ethics
or any other code specified in Paragraph 10(a) above, or who were responsible
for reviewing such reports; and
(e) A record of any decision, and the reasons supporting the
decision, to approve any investment in an Initial Public Offering or a Limited
Offering by Investment Personnel, for at least five (5) years, after the end of
the fiscal year of the Fund in which such approval was granted.
11. CERTIFICATIONS BY ACCESS PERSONS. The certifications of each Access
Person required to be made pursuant to this Code of Ethics shall include
certifications that the Access Person has read and understands this Code of
Ethics and recognizes that he or she is subject to it. Access Persons shall also
be required to certify in their annual certification that they have complied
with the requirements of this Code of Ethics.
12. AMENDMENTS AND MODIFICATIONS. This Code of Ethics may not be amended or
modified except in a written form which is specifically approved by majority
vote of the Independent Directors of the Fund.
13. The Secretary of the Fund shall serve as the Administrator of this Code
of Ethics.
This Code of Ethics was adopted by the Board of Directors of the Fund,
including a majority of its Independent Directors, at a meeting on
July 11, 2000.
Peter E. Ross
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Secretary
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This Code of Ethics was adopted by Hewitt on July 11, 2000.
Peter E. Ross
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Secretary
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SCHEDULE A
AHA INVESTMENT FUNDS, INC.
REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL TRANSACTION
I hereby request permission to effect a transaction in Securities as
indicated below in which I have or will acquire direct or indirect Beneficial
Ownership.
(Use approximate dates and amounts of proposed transactions)
PURCHASES AND ACQUISITIONS
No. of Shares
or Principal Name of Unit Total
Date Amount Security Price Price Broker
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SALES AND OTHER DISPOSITIONS
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Date Submitted: Signature:
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Permission Granted Permission Denied
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Date: Signature:
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(Clearing Officer)
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SCHEDULE B
AHA INVESTMENT FUNDS, INC.
QUARTERLY SECURITIES TRANSACTIONS
CONFIDENTIAL REPORT AND CERTIFICATION
I certify that this report, together with the confirmations and statements
for any personal securities account(s) as to which I have arranged for the
Administrator of the Code of Ethics to receive duplicate confirmations and
statements, identifies all transactions during the calendar quarter in which I
acquired or disposed of any security in which I had any Beneficial Ownership
that are required to be reported by me pursuant to Paragraph 5(b) of the Code of
Ethics. (If no such transactions took place write "NONE".) Please sign and date
this report and return it to the Administrator of the Code of Ethics no later
than the 10th day of the month following the end of the calendar quarter. Use
reverse side if additional space is needed.
PURCHASES AND ACQUISITIONS
No. of Interest
Shares Rate and
and Title of Maturity
Principal Covered Date (if Unit Total
Date Amount Security Applicable) Price Price Broker
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SALES AND OTHER DISPOSITIONS
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Date Submitted: Signature:
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Print name:
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SCHEDULE C
AHA INVESTMENT FUNDS, INC.
INITIAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
AND INITIAL HOLDINGS REPORT
I have read and I understand the Code of Ethics of AHA Investment Funds,
Inc. and Hewitt Associates LLC (the "Code"). I recognize that the provisions of
the Code apply to me and agree to comply in all respects with the procedures
described therein.
I certify that I have listed below: (1) the title, number of shares and
principal amount of each Covered Security in which I had any Beneficial
Ownership as of the day I became an Access Person; and (2) the name of each
broker, dealer or bank at which any account is maintained through which any
Securities in which I have any Beneficial Ownership are held, purchased or sold,
and the title and number of each such account; which shall constitute my Initial
Holdings Report.* Use reverse side if additional space is needed.
Title of Covered Security Number of Shares Principal Amount
-------------------------- ----------------- ----------------
NAME OF EACH BROKER, DEALER OR BANK AT WHICH ACCOUNTS ARE MAINTAINED, AND TITLE
AND NUMBER OF EACH SUCH ACCOUNT:
Date Submitted: Print Name:
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Signature:
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*Does not apply to Independent Directors
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SCHEDULE D
AHA INVESTMENT FUNDS, INC.
ANNUAL CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS AND ANNUAL
HOLDINGS REPORT
I have read and I understand the Code of Ethics of AHA Investment Funds,
Inc. and Hewitt Associates LLC (the "Code"). I recognize that the provisions of
the Code apply to me and agree to comply in all respects with the procedures
described therein. I certify that I have complied in all respects with the
requirements of the Code as in effect during the past year.
I also certify that all transactions during the past year that were
required to be reported by me pursuant to the Code have been reported in
Quarterly Securities Transactions Confidential Reports that I have submitted to
the Administrator of the Code of Ethics.
I certify that I have listed below: (1) the title, number of shares and
principal amount of each Covered Security in which I had any Beneficial
Ownership as of December 31 and (2) the name of each broker, dealer or bank at
which any account is maintained through which any Securities in which I have any
Beneficial Ownership are held, purchased or sold, and the title and number of
each such account; which shall constitute my Annual Holdings Report.* Use
reverse side if additional space is needed.
Title of Covered Security Number of Shares Principal Amount
-------------------------- ----------------- ----------------
NAME OF EACH BROKER, DEALER OR BANK, AND TITLE AND NUMBER OF EACH SUCH ACCOUNT:
Date Submitted: Print Name:
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Signature:
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*Does not apply to Independent Directors
