EXHIBIT 10.1
CODE OF ETHICS
SECTION 1: STATEMENT OF PURPOSE AND APPLICABILITY
(A) Statement of Purpose
It is the policy of Nortia Capital Partners, Inc. (the
"Company"), that no affiliated person of the Company shall,
in connection with the purchase or sale, directly or indirectly,
by such person of any security held or to be acquired by the Company,
(1) Employ any device, scheme, or artifice to defraud the
Company;
(2) Make to the Company an untrue statement of a material
fact or omit to state to the Company a material fact necessary in
order to make the statement made, in light of the circumstances under
which it is made, not misleading;
(3) Engage in an act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Company; or
(4) Engage in any manipulative practice with respect to
the Company.
(B) Scope of the Code
In order to prevent the access persons, as defined in Section
II (A), below, of the Company from engaging in any of these
prohibited acts, practices or courses of business, the Board of
Directors of the Company has adopted this Code of Ethics.
SECTION II: DEFINITIONS
(A) Access Person. "Access Person" means any director,
officer, or "Advisory Person" of the Company.
(B) Advisory Person. "Advisory person" of the Company means:
(i) any employee of the Company or of any company in a control
relationship to the Company, who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security by the
Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
(ii) any natural person in a control relationship to the Company
who obtains information concerning recommendations made to the
Company with regard to the purchase or sale of security.
(C) Beneficial Interest. "Beneficial Interest" includes any entity,
person, trust, or account with respect to which an Access Person
exercises investment discretion or provides investment advice. A
beneficial interest shall be presumed to include all accounts in the
name of or for the benefit of the Access Person, his or her spouse,
dependent children, or any person living with him or her or to whom
he or she contributes economic support.
(D) Beneficial Ownership. "Beneficial Ownership" shall be
determined in accordance with Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, except that the determination of direct or
indirect Beneficial Ownership shall apply to all securities, and
not just equity securities, that an Access Person has or acquires.
Rule 16a-1(a)(2) provides that the term "beneficial owner" means any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise, has or shares a direct or
indirect pecuniary interest in any equity security.
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Therefore, an Access Person may be deemed to have Beneficial Ownership
of securities held by members of his or her immediate family sharing
the same household, or by certain partnerships, trusts, corporations,
or other arrangements.
(E) Covered Security. "Covered Security" means a security as defined in
Section 2(a)(36) of the Investment Company Act of 1940, as amended (the
"1940 Act"), except that it does not include (i) direct delegations of the
Government of the United States; (ii) banker's acceptances, bank certificates
of deposit, commercial paper, and high quality short-term debt instruments
including repurchase agreements; and (iii) shares issued by open-end funds.
(F) Company. The "Company" means Nortia Capital Partners, Inc., a Nevada
corporation.
(G) Designated Officer. "Designated Officer" shall mean the officer of the
Company designated by the Board of Directors from time to time to be
responsible for management of compliance with this Code. The Designated
Officer may appoint a designee to carry out certain of his or her functions
pursuant to this Code.
(H) Disinterested Director. "Disinterested Director" means a director of
the Company who is not an "interested person" of the Company within the
meaning of Section 2(a)(19) of the 1940 Act.
(I) Purchase or Sale of a Covered Security. Purchase or Sale of a Covered
Security includes, among other things, the writing of an option to purchase
or sell a covered security, or the use of derivative product to take a
position in a Covered Security.
SECTION III: STANDARDS OF CONDUCT
(A) General Standards
(1) No Access Person shall engage, directly or indirectly, in any
business transaction or arrangement for personal profit that is inconsistent
with the best interests of the Company or its stockholders; nor shall he or
she make use of any confidential information gained by reason of his or her
employment by or affiliation with the Company or affiliates thereof in order
to derive a personal profit for himself or herself or for any Beneficial
Interest, in violation of the fiduciary duty owed to the Company or its
stockholders.
(2) Any Access Person recommending or authorizing the purchase or
sale of a Covered Security by the Company shall, at the time of such
recommendation or authorization, disclose any Beneficial Interest in or
Beneficial Ownership of such Covered Security or the issuer thereof.
(3) No Access Person shall dispense any information concerning
Securities holdings or Securities transactions of the Company to anyone
outside the Company, without obtaining prior written approval from the
Designated Officer, or such person or persons as these individuals may
designate to act on their behalf. Notwithstanding the preceding sentence,
such Access Person may dispense such information without obtaining prior
written approval:
(a) when there is a public report containing the same
information; or
(b) when such information is dispensed in accordance with
compliance procedures established to prevent conflicts of interest between
the Company and its affiliates.
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(4) All personal securities transactions should be conducted
consistent with this Code and in such a manner as to avoid actual or
potential conflicts of interest, the appearance of a conflict of interest,
or any abuse of an individual's position of trust and responsibility within
the Company.
(B) Prohibited Transactions
(1) General Prohibition. No Access Person shall purchase or sell,
directly or indirectly, any Covered Security in which he or she has, or by
reason of such transaction acquires, any direct or indirect Beneficial
Ownership and which such Access Person knows or should have known at the time
of such purchase or sale is being considered for purchase or sale by the
Company, or is held in the portfolio of the Company unless such Access Person
shall have obtained prior written approval for such purpose from the
Designated Officer.
(a) An Access Person who becomes aware that the Company is
considering the purchase or sale of any Covered Security by any person (an
issuer) must immediately notify the Designated Officer of any interest that
such Access Person may have in any outstanding Covered Securities of that
issuer.
(b) An Access Person shall similarly notify the Designated
Officer of any other interest or connection that such Access Person might
have in or with such issuer.
(c) Once an Access Person becomes aware that the Company is
considering the purchase or sale of a Covered Security or that the Company
holds a Covered Security in its portfolio, such Access Person may not engage,
without prior approval of the Designated Officer, in any transaction in any
Covered Securities of that issuer.
(d) The notifications or permission may be provided verbally,
but should be confirmed in writing as soon and with as much detail as
possible.
(2) Gifts. No Access Person may accept, directly or indirectly, any
gift, favor, or service from any person with whom he or she transacts
business on behalf of the Company under circumstances when to do so would
conflict with the Company's best interests or would impair the ability of
such person to be completely disinterested when required, in the course of
business, to make judgments and/or recommendations on behalf of the Company.
(3) Service as Director. No Access Person shall serve on the board
of directors of a portfolio company of the Company without prior written
authorization of the Designated Officer based upon a determination that the
board service would be consistent with the interests of the Company and its
stockholders.
SECTION IV: PROCEDURES TO IMPLEMENT CODE OF ETHICS
The following reporting procedures have been established to assist Access
Persons in avoiding a violation of this Code, and to assist the Company in
preventing, detecting, and imposing sanctions for violations of this Code.
Every Access Person must follow these procedures. Questions regarding these
procedures should be directed to the Designated Officer.
(A) Applicability
All Access Persons are subject to the reporting requirements set forth in
Section IV(B) except:
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(1) with respect to transactions effected for, and Covered Securities
held in, any account over which the Access Person has no direct or indirect
influence or control;
(2) a Disinterested Director who would be required to make a report
solely by reason of being a Director need not make an annual holdings report.
(3) an Access Person need not make a quarterly transaction report if
the report would duplicate information contained in broker trade
confirmations or account statements received by the Company with respect to
the Access Person.
(B) Report Types
(1) Initial Holdings Report. An Access Person must file an initial
report not later than 10 days after that person became an Access Person. The
initial report must (a) contain the title, number of shares, and principal
amount of each Covered Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an Access Person; (b)
identify any broker, dealer or bank with whom the Access Person maintained an
account in which any Covered Securities were held for the direct or indirect
benefit of the Access Person as of the date the person became an Access
Person, and (c) indicate the date that the report is filed with the
Designated Person.
(2) Quarterly Transaction Report. An Access Person must file a
quarterly transaction report not later than 10 days after the end of a
calendar quarter. With respect to any transaction made during the reporting
quarter, the quarterly transaction report must contain (a) the transaction
date, title, interest date, and maturity date (if applicable), the number of
shares, and the principal amount of each Covered Security; (b) the nature of
the transaction; (c) the price of the Covered Security at which the
transaction occurred; (d) the name of the broker, dealer or bank through
which the transaction was effected; and (e) the date that the report is
submitted by the Access Person.
(3) Annual Holdings Report. An Access Person must file an annual
holdings report not later than 30 days after the end of a fiscal year. The
annual report must contain (a) the title, number of shares, and principal
amount of each Covered Security in which the Access Person had any direct or
indirect beneficial ownership; (b) the name of any broker, dealer or bank in
which any Covered Securities are held for the direct or indirect benefit of
the Access Person; and (c) the date the report is submitted.
(4) Confirmations and Account Statements. In lieu of providing a
quarterly transaction report, an Access Person may direct his or her broker
to provide to the Designated Officer
(a) duplicate confirmations of all transactions in any Covered
Security in which he or she has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership, and
(b) copies of periodic statements for all investment accounts in
which they have Beneficial Ownership.
(5) Company Reports. No less frequently than annually, the Company
must furnish to the Board of Directors, and the Board of Directors must
consider, a written report that:
(a) describes any issues arising under the Code of Ethics since
the last report to the Board of Directors, including but not limited to,
information about material violations of the Code or procedures and sanctions
imposed in response to the material violations; and
(b) certifies that the Company has adopted procedures
reasonably necessary to prevent Access Persons from violating the code.
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(C) Disclaimer of Beneficial Ownership. Any report required under
this Section IV may contain a statement that the report shall not be
construed as an admission by the person submitting such duplicate
confirmation or account statement or making such report that he or she
has any direct or indirect beneficial ownership in the Covered Security
to which the report relates.
(D) Review of Reports. The reports, duplicate confirmations,
and account statements required to be submitted under this Section IV shall
be delivered to the Designated Officer. The Designated Officer shall review
such reports, duplicate confirmations, and account statements to determine
whether any transactions recorded therein constitute a violation of the
Code of Ethics. Before making any determination that a violation has been
committed by any Access Person, such Access Person shall be given an
opportunity to supply additional explanatory material. The Designated
Officer shall maintain copies of the reports, duplicate confirmations, and
account statements as required by Rule 17j-1(d).
(E) Acknowledgment and Certification. Upon becoming an Access
Person and annually thereafter, all Access Persons shall sign an
acknowledgment and certification of their receipt of and intent to comply
with this Code in the form attached hereto as Exhibit A and return it to
the Designated Officer.
(F) Records. The Company shall maintain records with respect
to this Code in the manner and to the extent set forth below, which
records may be maintained on microfilm under the conditions described
in Rule 31a-2(f)(1) under the 1940 Act and shall be available for
examination by representatives of the Securities and Exchange Commission
(the "SEC").
(1) A copy of this Code and any other Code of Ethics of
the Company that is, or at any time within the past five years has
been, in effect shall be preserved in an easily accessible place.
(2) A record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in an easily accessible place
for a period of not less than five years following the end of the fiscal year
in which the violation occurs.
(3) A copy of each report made or duplicate confirmation or account
statement received pursuant to this Code shall be preserved for a period of
not less than five years from the end of the fiscal year in which it is made,
the first two years in an easily accessible place.
(4) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be maintained in
an easily accessible place.
(5) A record of any decision, and the reasons supporting the
decision, to approve a request by an Access Person to purchase or sell any
Covered Security shall be maintained for at least five years after the end
of the fiscal year in which the request is approved.
(G) Obligation to Report a Violation. Every Access Person who becomes
aware of a violation of this Code of Ethics by any person must report it to
the Designated Officer, who shall report it to appropriate management
personnel. The management personnel will take such disciplinary action that
they consider appropriate under the circumstances. In the case of officers
or other employees of the Company, such action may include removal from
office. If the management personnel consider disciplinary action against any
person, they will cause notice thereof to be given to that person and provide
to that person the opportunity to be heard. The Board of Directors will be
notified, in a timely manner, of remedial action taken with respect to
violations of the Code of Ethics.
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(H) Confidentiality. All reports of Covered Securities transactions,
duplicate confirmations, account statements, and other information filed with
the Company or furnished to any person pursuant to this Code shall be treated
as confidential, but are subject to review as provided herein and by
representatives of the SEC.
SECTION V: SANCTIONS
Upon determination that a violation of this Code has occurred, appropriate
management personnel of the Company may impose such sanctions as they deem
appropriate, including, among other things, a letter of censure or suspension
or termination of the employment of the violator. Violations of this Code
and any sanctions imposed with respect thereto shall be reported in a timely
manner to the Board of Directors of the Company.
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EXHIBIT A
ACKNOWLEDGMENT AND CERTIFICATION
I acknowledge receipt of the Code of Ethics of Nortia Capital Partners, Inc.
I have read and understand such Code of Ethics and agree to be governed by it
at all times. Further, if I have been subject to the Code of Ethics during
the preceding year, I certify that I have complied with the requirements of
the Code of Ethics and have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code of Ethics.
______________________________________
(Signature)
______________________________________
(Please print name)
______________________________________
(Date)