THE NEVIS FUND, INC.
FINANCIAL OFFICER CODE OF ETHICS
I. INTRODUCTION
The reputation and integrity of The Nevis Fund, Inc. (the "Fund") are
valuable assets that are vital to the Fund's success. The Fund's senior
financial officers ("SFOs") are responsible for conducting the Fund's business
in a manner that demonstrates a commitment to the highest standards of
integrity. The Fund's SFOs include the principal executive officer, the
principal financial officer, controller or principal accounting officer, and any
person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the "Act") effected sweeping corporate
disclosure and financial reporting reform on public companies, including mutual
funds, to address corporate malfeasance and assure investors that the companies
in which they invest are accurately and completely disclosing financial
information. Under the Act, all public companies (including the Fund) must
either have a code of ethics for their SFOs, or disclose why they do not. The
Act was intended to foster corporate environments which encourage employees to
question and report unethical and potentially illegal business practices. The
Fund has chosen to adopt this Financial Officer Code of Ethics (the "Code") to
encourage its SFOs to act in a manner consistent with the highest principles of
ethical conduct.
II. PURPOSES OF THE CODE
The purposes of this Code are:
o To promote honest and ethical conduct by the Fund's SFOs,
including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;
o To assist the Fund's SFOs in recognizing and avoiding
conflicts of interest, including disclosing to an appropriate
person any material transaction or relationship that
reasonably could be expected to give rise to such a conflict;
o To promote full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Fund files with,
or submits to, the SEC and in other public communications made
by the Fund;
o To promote compliance with applicable laws, rules and
regulations;
o To encourage the prompt internal reporting to an appropriate
person of violations of this Code; and
o To establish accountability for adherence to this Code.
III. QUESTIONS ABOUT THIS CODE
The Fund's compliance officer designated to oversee compliance with the
Fund's Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance
Officer for the implementation and administration of this Code. You should
direct your questions about this Code to the Compliance Officer.
IV. CONDUCT GUIDELINES
The Fund has adopted the following guidelines under which the Fund's
SFOs must perform their official duties and conduct the business affairs of the
Fund.
1. ETHICAL AND HONEST CONDUCT IS OF PARAMOUNT IMPORTANCE. The
Fund's SFOs must act with honesty and integrity and avoid
violations of this Code, including the avoidance of actual or
apparent conflicts of interest with the Fund in personal and
professional relationships.
2. SFOS MUST DISCLOSE MATERIAL TRANSACTIONS OR RELATIONSHIPS.
The Fund's SFOs must disclose to the Compliance Officer any
actual or apparent conflicts of interest the SFO may have with
the Fund that reasonably could be expected to give rise to any
violations of this Code. Such conflicts of interest may arise
as a result of material transactions or business or personal
relationships to which the SFO may be a party. If it is not
possible to disclose the matter to the Compliance Officer, it
should be disclosed to the Fund's Chief Financial Officer,
Chief Executive Officer or another appropriate person. In
addition to disclosing any actual or apparent conflicts of
interest in which an SFO is personally involved, the Fund's
SFOs have an obligation to report any other actual or apparent
conflicts which they discover or of which they otherwise
become aware. If you are unsure whether a particular fact
pattern gives rise to a conflict of interest, or whether a
particular transaction or relationship is "material," you
should bring the matter to the attention of the Compliance
Officer.
3. STANDARDS FOR QUALITY OF INFORMATION SHARED WITH SERVICE
PROVIDERS OF THE FUND. The Fund's SFOs must at all times seek
to provide information to the Fund's service providers
(adviser, administrator, outside auditor, outside counsel,
custodian, etc.) that is accurate, complete, objective,
relevant, timely, and understandable.
4. STANDARDS FOR QUALITY OF INFORMATION INCLUDED IN PERIODIC
REPORTS. The Fund's SFOs must at all times endeavor to ensure
full, fair, timely, accurate, and understandable disclosure in
the Fund's periodic reports.
5. COMPLIANCE WITH LAWS. The Fund's SFOs must comply with the
federal securities laws and other laws and rules applicable to
the Fund, such as the Internal Revenue Code.
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6. STANDARD OF CARE. The Fund's SFOs must at all times act in
good faith and with due care, competence and diligence,
without misrepresenting material facts or allowing your
independent judgment to be subordinated. The Fund's SFOs must
conduct the affairs of the Fund in a responsible manner,
consistent with this Code.
7. CONFIDENTIALITY OF INFORMATION. The Fund's SFOs must respect
and protect the confidentiality of information acquired in the
course of their professional duties, except when authorized by
the Fund to disclose it or where disclosure is otherwise
legally mandated. You may not use confidential information
acquired in the course of your work for personal advantage.
8. SHARING OF INFORMATION AND EDUCATIONAL STANDARDS. The Fund's
SFOs should share information with relevant parties to keep
them informed of the business affairs of the Fund, as
appropriate, and maintain skills important and relevant to the
Fund's needs.
9. PROMOTE ETHICAL CONDUCT. The Fund's SFOs should at all times
proactively promote ethical behavior among peers in your work
environment.
10. STANDARDS FOR RECORDKEEPING. The Fund's SFOs must at all times
endeavor to ensure that the Fund's financial books and records
are thoroughly and accurately maintained to the best of their
knowledge in a manner consistent with applicable laws and this
Code.
V. WAIVERS OF THIS CODE
You may request a waiver of a provision of this Code by submitting your
request in writing to the Compliance Officer for appropriate review. For
example, if a family member works for a service provider that prepares a Fund's
financial statements, you may have a potential conflict of interest in reviewing
those statements and should seek a waiver of this Code to review the work. An
executive officer of the Fund, or another appropriate person (such as a
designated Board or Audit Committee member), will decide whether to grant a
waiver. All waivers of this code must be disclosed to the applicable Fund's
shareholders to the extent required by SEC rules.
VI. AFFIRMATION OF THE CODE
Upon adoption of the Code, the Fund's SFOs must affirm in writing that
they have received, read and understand the Code, and annually thereafter must
affirm that they have complied with the requirements of the Code. To the extent
necessary, the Fund's Compliance Officer will provide guidance on the conduct
required by this Code and the manner in which violations or suspected violations
must be reported and waivers must be requested.
VII. REPORTING VIOLATIONS
In the event that an SFO discovers or, in good faith, suspects a
violation of this Code, the SFO MUST immediately report the violation or
suspected violation to the Compliance Officer.
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The Compliance Officer may, in his or her discretion, consult with another
member of the Fund's senior management or the Board in determining how to
address the suspected violation. For example, a Code violation may occur when a
periodic report or financial statement of the Fund omits a material fact, or is
technically accurate but, in the view of the SFO, is written in a way that
obscures its meaning.
SFOs who report violations or suspected violations in good faith will
not be subject to retaliation of any kind. Reported violations will be
investigated and addressed promptly and will be treated as confidential to the
extent possible.
VIII. VIOLATIONS OF THE CODE
Dishonest or unethical conduct or conduct that is illegal will
constitute a violation of this Code, regardless of whether this Code
specifically refers to such particular conduct. A violation of this Code may
result in disciplinary action, up to and including removal as an SFO of the
Fund. A variety of laws apply to the Fund and its operations, including the
Securities Act of 1933, the Investment Company Act of 1940, state laws relating
to duties owed by Fund officers, and criminal laws. The Fund will report any
suspected criminal violations to the appropriate authorities, and will
investigate, address and report, as appropriate, non-criminal violations.
ADOPTED: July 28, 2003
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