| | each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations; |
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| | each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser and take other appropriate steps with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and |
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| | it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by laws, rules and regulations applicable to the Fund. |
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IV. | Reporting and Accountability |
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| Each Covered Officer must: |
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| | 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; |
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| | annually thereafter affirm to the Board that he has complied with the requirements of the Code; |
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| | not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for reports of potential violations that are made in good faith; and |
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| | notify the Fund's Chief Legal Officer (the "CLO") promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. |
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| The Fund will follow these procedures in investigating and enforcing this Code: |
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| | the CLO will take all appropriate action to investigate any potential violations reported to it; |
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| | if, after such investigation, the CLO believes that no violation has occurred, the CLO is not required to take any further action; |
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| | any matter that the CLO believes is a violation will be reported to the Board; |
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| | if the Board concurs that a violation has occurred, it 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 Covered Officer; |
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| | the CLO will be responsible for granting waivers, as appropriate; and |
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