THE MARSICO INVESTMENT FUND
CODE OF ETHICS FOR COVERED OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics for Covered Officers ("Code") of the portfolios of the
Marsico Investment Fund (individually or collectively the "Fund" or "Funds")
applies to the Fund's Principal Executive Officer and Principal Financial
Officer (the "Covered Officers" identified in Exhibit A). The Code is intended
to promote:
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.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
Each Covered Officer should adhere to a high standard of business ethics, and
should be sensitive to situations that may give rise to either an actual or an
apparent conflict of interest.
OVERVIEW. An actual "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of the Fund or the Officer's
service to the Fund. For example, a conflict of interest may arise if a Covered
Officer, or a member of his family, receives improper personal benefits as a
result of his position with the Fund.
A potential conflict of interest occurs when a Covered Officer's private
interest is such that it might, under certain circumstances, interfere with the
interests of the Fund or the Officer's service to the Fund, but those
circumstances do not now exist.
Appearances may create an apparent conflict of interest even when an actual
conflict does not exist. For example, an apparent conflict may exist if a
Covered Officer owns a security that the Fund is buying, even if there is no
actual conflict of interest.
Though some potential or apparent conflicts are permissible, all conflicts
should be handled sensitively and ethically.
SOME CONFLICTS ADDRESSED BY OTHER LAWS AND PROCEDURES. Certain actual or
potential conflicts of interest may arise from the relationships between the
Covered Officers and the Fund. These conflicts generally are subject to
restrictions 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 purchase or sell portfolio securities or other
property from or to the Fund, or engage in certain joint transactions with the
Fund, because of their status as "affiliated persons" of the Fund. The
compliance programs and procedures of the Fund and Marsico Capital Management,
LLC, the Fund's investment adviser ("adviser" or "MCM") are designed to prevent,
or identify and correct, violations of these restrictions. This Code is not
intended to replace the procedures designed to address these conflicts, which
fall outside of the parameters of this Code.
Other actual or potential conflicts may arise from the contractual relationship
between the Fund and MCM, which also employs the Covered Officers. This
relationship may not necessarily present an opportunity for improper personal
benefit. Covered Officers must necessarily establish policies and implement
decisions that may have differing effects on MCM compared to the Fund. The
Covered Officers' participation in such activities is inherent in the
contractual relationship between the Fund and MCM, and is consistent with their
performance of their duties as officers of the Fund. Such activities will be
deemed to have been handled ethically as long as they are in conformity with the
Investment Company Act, the Investment Advisers Act and the Fund's contract(s)
with MCM.
CONFLICTS ADDRESSED BY THE CODE. This Code covers certain other actual or
apparent conflicts of interest that are not subject to provisions in the
Investment Company Act and the Investment Advisers Act. The overarching
principle is that the personal interests of a Covered Officer should not be
placed improperly before the interests of the Fund. Here are some actions that
each Covered Officer should avoid in order to avoid placing the Covered
Officer's interests before those of the Fund:
Among other restricted actions, each Covered Officer must not:
o Use his personal influence or personal relationships improperly to influence
investment decisions or financial reporting by the Fund so that the Covered
Officer would benefit personally to the detriment of the Fund;
o Cause the Fund to take action, or fail to take action, for the individual
personal benefit of the Covered Officer rather than for the benefit of the Fund;
o 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;
o Retaliate against any other Covered Officer, or any employee of the Fund, MCM,
or their affiliated persons, for good faith reports of potential violations of
the Code.
POTENTIAL CONFLICTS TO BE DISCUSSED. A Covered Officer should discuss potential
conflicts of interest with MCM's General Counsel if they are material. Covered
Officers are encouraged to discuss with MCM's General Counsel any potential
conflict the materiality of which is uncertain. Examples include:(1)
o Certain situations discussed in the separate Code of Ethics of the Fund and
MCM under Rule 17j-1 under the Investment Company Act, such as service as a
director of a for-profit company; or the receipt of gifts or entertainment that
are not nominal or customary, business-related, reasonable in cost, appropriate
as to time and place, and insufficiently frequent to raise any question of
impropriety.
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.
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
Each Covered Officer should promote appropriate disclosure of accurate
information about the Fund in required reports and other communications, and
promote compliance with applicable laws and regulations.
o Each Covered Officer must familiarize himself with the disclosure requirements
generally applicable to the Fund and the Fund's Disclosure Controls and
Procedures.
o Each Covered Officer must not knowingly misrepresent, or cause others to
misrepresent, facts about the Fund to others, either within or outside the Fund,
including to the Fund's trustees 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 MCM,
and with outside professionals when he deems it necessary, with the goal of
promoting full, fair, accurate, timely and understandable disclosure in the
reports and documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds.
o Each Covered Officer has the responsibility to promote compliance with the
standards and restrictions imposed by applicable laws, rules and regulations.
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(1) Any activity or relationship that would present a conflict if a Covered
Officer engages in the activity or has such a relationship may also present a
conflict if a member of the Covered Officer's family engages in the activity or
has such a relationship.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o Upon adoption of the Code (or thereafter, upon becoming a Covered Officer),
affirm in writing to the Fund's Board of Trustees (the "Board") that the Covered
Officer has received, read, and understands this Code.
o Thereafter, annually affirm to the Board that the Covered Officer has complied
with the requirements of this Code (see Exhibit B).
o Report at least annually on the Fund's Questionnaire for Directors and
Officers all categories of affiliations or other relationships concerning
possible conflicts of interest.
o Notify MCM's General Counsel promptly if the Covered Officer is aware of facts
and circumstances that he knows are a violation of this Code. Failure to do so
is a violation of this Code.
V. INVESTIGATION AND ENFORCEMENT
MCM's General 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 situation. However, any approvals or waivers(2)
sought by the Principal Executive Officer will be considered by the Audit
Committee of the Board (the "Committee").
The Fund will follow these procedures in investigating and enforcing this Code:
o The General Counsel will take all appropriate action to investigate any
potential violations reported to him;(3)
o If, after such investigation, the General Counsel believes that no violation
has occurred, the General Counsel is not required to take any further action.
o Any matter that the General Counsel believes is a violation will be reported
to the Committee.
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(2) 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." Both waivers and
"implicit waivers" must be disclosed as provided by SEC rules. Form N-CSR
defines "implicit waiver" 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.
(3) The General Counsel is authorized to consult, as appropriate, with the chair
of the Committee, counsel to the Independent Trustees of the Fund, and counsel
to the Fund, and is encouraged to do so.
o If the Committee concurs that a violation has occurred, it will inform the
Board. The Board will consider appropriate action, which may include review of
and appropriate modifications to applicable policies and procedures,
notification to appropriate personnel of MCM, or a recommendation to dismiss the
Covered Officer.
o The Committee will be responsible for granting waivers, as appropriate.
o Any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole Code of Ethics for Covered Officers 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 may 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 conflict with the provisions of this Code. The separate Code of
Ethics of the Fund and MCM under Rule 17j-1 under the Investment Company Act
contains separate requirements applying to the Covered Officers and others, and
is not part of this Code.
VII. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, and disclosed as required
by SEC rules.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and be maintained and protected accordingly. Except as
otherwise required by law or this Code, such matters shall not be disclosed to
anyone other than the Fund, MCM, the Board (and any committee of the Board) and
their counsel.
IX. INTERNAL USE
The Code is intended solely for internal use by the Fund, and does not
constitute an admission by any Fund as to any fact, circumstance, or legal
conclusion.
* * *
The Fund's Chief Compliance Officer will review this Code at least annually to
determine whether it should be amended or updated, and will annually report to
the Board on the operation of the Code, any material changes or recommendations
for material changes in the Code, and any material compliance matters under the
Code.
Approved by the Chief Compliance Officer of the Funds on September 20, 2004
Approved by the Board of Trustees of the Funds on September 30, 2004
Effective as of October 1, 2004
EXHIBIT A
Persons Covered by this Code of Ethics for Covered Officers:
Thomas F. Marsico, President, CEO, and Trustee of the Marsico Investment Fund
Christopher J. Marsico, Vice President and Treasurer of the Marsico
Investment Fund
EXHIBIT B
ANNUAL CERTIFICATION OF COMPLIANCE
WITH THE CODE OF ETHICS FOR COVERED OFFICERS
OF THE MARSICO INVESTMENT FUND
I hereby acknowledge receipt of the Code of Ethics for Covered Officers of the
Fund ("Code for Officers") of the Marsico Investment Fund. I hereby certify that
(i) I recently have re-read the Code for Officers and understand its provisions;
and (ii) have complied with and will continue to comply with the requirements of
the Code for Officers.
/s/ Thomas F. Marsico December 1, 2004
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Thomas F. Marsico Date
President, Chief Executive Officer,
and Trustee
The Marsico Investment Fund
/s/ Christopher J. Marsico December 1, 2004
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Christopher J. Marsico Date
Vice President and Treasurer
The Marsico Investment Fund