EX - 99.CODE ETH
THE BRAMWELL FUNDS, INC.
EXHIBIT 12(A) TO FORM N-CSR
THE BRAMWELL FUNDS, INC.
SARBANES-OXLEY CODE OF ETHICS
REQUIRED BY SECTION 406
I. COVERED OFFICER/PURPOSES OF THE CODE
This Code of Ethics applies Elizabeth R. Bramwell as the Principal
Executive Officer and the Principal Financial Officer of The Bramwell Funds,
Inc. This Code is adopted 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 and in other public communications
made by the Funds;
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 OFFICER SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when the covered officer's private
interest interferes with the interests of, or her service to, the Funds. For
example, a conflict of interest would arise if the covered officer, or a member
of her family, receives improper personal benefits as a result of the covered
officer's position with the Funds.
Certain conflicts of interest arise out of the relationships between the covered
officer and the Funds and already are subject to conflict of interest provisions
in the Investment Company Act of 1940 and the Investment Advisers Act of 1940.
For example, the covered officer may not individually engage in certain
transactions (such as the purchase or sale of securities or other property) with
the Funds because of her status as "affiliated persons" of the Company. The
Funds' and their 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 Funds and their investment adviser of which the covered officer is also an
officer. As a result, this Code recognizes that the covered officer will, in the
normal course of her duties (whether formally for the Funds 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 Funds. The participation
of the covered officer in such activities is inherent in the contractual
relationship between the Funds and the adviser and is consistent with the
performance by the covered officer of her duties as an officer of the Funds.
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.
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 the covered officer should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of the covered officer should not be placed improperly before the
interest of the Funds.
The covered officer must:
o not use her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Funds
whereby the covered officer would benefit personally to the detriment
of the Funds;
o not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the covered officer rather than the
benefit of the Funds;
o not retaliate against any other covered officer or any employee of
the Funds or their affiliated persons for reports of potential
violations that are made in good faith.
There are some conflict of interest situations that should always be
discussed with Fund Counsel if material. Examples of these include1:
o service as a director on the board of any public or private company;
o the receipt of any gift whose aggregate value is in excess of $100
or the receipt of any entertainment from any company with which the
Funds has current or prospective business dealings unless, in
the case of entertainment, 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;
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(1) Any activity or relationship that would present a conflict for the covered
officer would likely also present a conflict for the covered officer if a member
of the covered officer's family engages in such an activity or has such a
relationship.
o any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers, other than
its investment adviser or any affiliated person thereof;
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Funds 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.
Fund Counsel will determine if such conflicts need approval by the
Audit Committee of the Board.
III. DISCLOSURE AND COMPLIANCE
o The covered officer should familiarize herself with the disclosure
requirements generally applicable to the Company;
o the covered officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the Funds' directors and
auditors, and to governmental regulators and self-regulatory
organizations;
o the covered officer should, to the extent appropriate within her
area of responsibility, consult with other officers and employees
of the Funds and the adviser 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; and
o it is the responsibility of the covered officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
The 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 the covered
officer has received, read, and understands the Code;
o annually thereafter affirm to the Board that the covered officer has
complied with the requirements of the Code;
o report at least annually affiliations or other relationships related
to conflicts of interest, including:
o Directorship in a publicly-held corporation, including any
registered investment company;
o Employment as an investment banker or broker-dealer or being an
affiliated person of any investment banker or broker-dealer;
o Holding a position as an officer, director or employee of
any bank;
o notify Fund Counsel promptly if the covered officer knows of any
violation of this Code. Failure to do so is itself a violation of
this Code.
The Funds will follow these procedures in investigating any potential
violations of and enforcing this Code:
o Fund Counsel will take all appropriate action to investigate any
potential violations reported to him;
o if, after such investigation, Fund Counsel believes that no violation
has occurred, Fund Counsel is not required to take any further
action;
o any matter that Fund Counsel believes is a violation will be reported
to the Audit Committee;
o if the Audit Committee concurs that a violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures
o the Audit Committee 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 Funds 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 Funds, the Funds' adviser, or other service
providers govern or purport to govern the behavior or activities of the covered
officer who is 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 Funds
and their investment adviser codes of ethics under Rule 17j-1 under the
Investment Company Act are separate requirements applying to the covered officer
and others, and are not part of this Code.
VI. AMENDMENTS
Any amendments to this Code must be approved or ratified by a majority
vote of the Board, including a majority of independent directors.
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 the Audit Committee, Board and Fund
Counsel.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds.
Date: November 23, 2003