CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
SENIOR FINANCIAL OFFICERS
l | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
l | 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 the Company; | |
l | compliance with applicable laws and governmental rules and regulations; | |
l | the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and | |
l | accountability for adherence to the Code. |
l | not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company; | |
l | not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Company; and | |
l | report annually any affiliations or other relationships related to conflicts of interests as is required by the Company's Directors and Officers Questionnaire, as amended from time to time. |
There are some conflict of interest situations that may be discussed with the Chief Legal Officer ("CLO") or Chairman of the Audit Committee if material. Examples of these include: |
l | service as a director on the board of any public or private company; | |
l | the receipt of any entertainment from any company with which the Company has 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; | |
l | any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; | |
l | a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. |
III. | Disclosure and Compliance |
l | ||
l | each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations; | |
l | each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and | |
l | it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
IV. | Reporting and Accountability |
l | upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; | |
l | annually thereafter affirm to the Board that he has complied with the requirements of the Code; | |
l | not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and | |
l |
The CLO or Audit Committee Chairman, as applicable, is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by t he Principal Executive Officer or CLO will be considered by the Audit Committee (the “Committee”).
VI. | Amendments |
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors. |
Office | Name | ||
President | J. Kevin Callaghan | ||
Chairman | Steven C. Phelps | ||
Principal Financial Officer | Lisa P. Guzman | ||