EX-99.CERT 11(a)(1)
NEW YORK DAILY TAX FREE INCOME FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") applies to the Principal Executive Officer and
Principal Financial Officer (the "Covered Officers," each of whom are set forth
in Exhibit A) of the New York Daily Tax Free Income Fund, Inc. (the "Fund") for
the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o 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 Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Fund and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 ("Investment Company Act") and the
Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund. The Fund's and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the Fund and the investment adviser, of which the Covered Officers are also
officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Fund's Board of Directors (the
"Board") that the Covered Officers may also be officers of one or more other
investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.
* * * *
Each Covered Officer must:
o not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the detriment
of the Fund;
o not cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Fund; and
o not use material non-public knowledge of portfolio transactions made
or contemplated for the Fund to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
There are some potential conflict of interest situations that should be
discussed with Fund counsel in order to determine whether these situations pose
a material risk of causing detriment to the Fund. Examples of these include:
o service as a director on the board of any public or private company;
o the receipt of any non-nominal gifts from any company with which the
Fund has current or prospective business dealings, to the extent the
situation is not addressed by the Fund's 17j-1 Code of Ethics or the
investment adviser's Code of Ethics;
o the receipt of any entertainment from any company with which the Fund
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, to
the extent the situation is not addressed by the Fund's 17j-1 Code of
Ethics or the investment adviser's Code of Ethics;
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than its
investment adviser, principal underwriter, administrator or any
affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Fund 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
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Fund;
o 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 directors and auditors,
and to governmental regulators and self-regulatory organizations;
o 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 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;
o each Covered Officer should comply with his or her obligations under
the Fund's Disclosure Controls and Procedures and certification
requirements relating to the reports on Form N-CSR (certified
shareholder reports) and Form N-Q (quarterly schedule of portfolio
holdings) that the Fund is required to file; and
o 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
Each Covered Officer must:
o 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;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the
Fund or its affiliated persons for reports of potential violations
that are made in good faith; and
o notify the Audit Committee promptly if he knows of any violation of
this Code. Failure to do so is itself a violation of this Code.
Fund counsel 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. Any approvals or waivers(1) sought by the
Covered Officers must be considered Fund counsel.
The Fund will follow these procedures in investigating and enforcing this Code:
o Fund counsel will take all appropriate action to investigate any
potential violations reported to it;
o if, after such investigation, Fund counsel believes that no violation
has occurred, Fund counsel is not required to take any further action;
o if Fund counsel determines that a violation has occurred it will
inform and make a recommendation to the full Board, which will
consider appropriate action, which may include (i) review of, and
appropriate modifications to, applicable policies and procedures; (ii)
notification to appropriate personnel of the investment adviser or its
board; or (iii) a recommendation to dismiss the Covered Officer;
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(1) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant
of a material departure from a provision of the code of ethics" and "implicit
waiver," which must also be disclosed, as "the registrant's failure to take
action within a reasonable period of time regarding a material departure from a
provision of the code of ethics that has been made known to an executive
officer" of the registrant.
o Fund counsel will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Fund, the Fund's adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.
The Fund's and its investment adviser's and principal underwriter's codes of
ethics under Rule 17j-l under the Investment Company Act, and any other codes of
conduct applicable to such entities, are separate requirements applying to the
Covered Officers and others, and are not part of this Code.
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.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than Fund counsel and the Board of Directors (and its
counsel) of the Fund where such reports or records pertain to a Covered Officer
of the Fund.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of the Fund, as to any fact,
circumstance, or legal conclusion.
Adopted: September 16, 2003, as amended September 22, 2004.
EX-99.CERT 11(a)(1)
Exhibit A
Persons Covered by this Code of Ethics
Steven W. Duff
Principal Executive Officer
Anthony Pace
Principal Financial Officer