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.
1
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.
2
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.
3
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
4