Exhibit 99.1
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
CODE OF ETHICS
To All Persons or Entities Acting on Behalf of the Partnership:
Polaris Aircraft Income Fund II (the "Partnership") is committed to the
highest standards in all aspects of its business. To confirm that commitment,
attached is the Partnership Code of Ethics (the "Code"). The Code, which
emphasizes integrity, ethics, and fairness, elaborates on many of the legal and
ethical principles to which we must all adhere.
We expect that all persons or entities acting in a significant manner
on behalf of the Partnership, but not otherwise affiliated with the Partnership,
including but not limited to consultants and third parties (each such
non-affiliated person or entity is hereinafter referred to as a "Partnership
Agent" or "Partnership Agents") to comply in every respect with all applicable
laws and regulations and to conduct the Partnership's business in a way that
protects and promotes our valuable reputation. We will continue to compete
vigorously in the marketplace, but we will not deviate from these fundamental
principles in doing so.
The General Partner of the Partnership, Polaris Investment Management
Corporation, and GE Capital Aviation Services, Inc. and their respective
officers and directors are not considered to be "Partnership Agents" hereunder
and, thus, are not subject to the Code because each is subject to General
Electric Company's integrity guidelines, "The Spirit & The Letter Of Our
Commitment" or any successor guidelines. Similarly, the independent public
accounting firm of the Partnership and its principals are not considered to be
"Partnership Agents" hereunder because it is subject to its own set of ethical
guidelines.
All Partnership Agents are responsible for complying with this Code.
The General Partner will be responsible for ensuring that all Partnership Agents
receive a copy of the Code and will be asked annually to certify compliance with
it.
Obviously, the Code cannot address every conceivable situation we face.
It can only set out general legal and ethical principles, and the Partnership
Agents must use good judgment in applying them. If a Partnership Agent needs
further guidance regarding compliance with applicable laws and this Code, he or
she should contact a member of the Partnership Compliance Committee.
CODE OF ETHICS
All Partnership Agents are required to promote honest and ethical
conduct and to conduct business activities and operations in an ethical manner
and in compliance with applicable laws, rules, regulations, Partnership
policies, and the standards set forth in this Code.
It is the responsibility of each Partnership Agent to ensure that the
individuals under his or her supervision understand the laws and policies
(including this Code) that apply to such individuals, to apply such policies
fairly and consistently, and to respond appropriately to any inquiries or
reports of suspected violations. It is the responsibility of all Partnership
Agents to comply with this Code and all related policies.
It is the policy of the Partnership to prevent the occurrence of
unethical or unlawful behavior and to halt any such behavior that may occur as
soon as reasonably possible after its discovery. Violations of this Code may
result in serious consequences for the violator, including termination of his or
her relationship with the Partnership.
I. COMPLIANCE WITH LAWS
The activities of the Partnership and each Partnership Agent are
expected to be in full compliance with the letter and spirit of all applicable
laws, rules and regulations. It would be impossible to summarize here all the
laws, rules and regulations with which the Partnership and the Partnership
Agents must comply; this Code refers to only a few of them.
Any Partnership Agent with questions about his or her obligations under
applicable laws should seek advice from the General Partner or a member of the
Partnership Compliance Committee (see Section XIV of this Code).
II. CONFLICTS OF INTEREST
Partnership Agents have a significant business responsibility to the
Partnership and must avoid any activity that may interfere materially with the
performance of this responsibility. Business decisions must be based solely on
the best interests of the Partnership, without regard to personal, family or
other extraneous considerations.
Conflicts of interest can arise when a Partnership Agent's position or
responsibilities with the Partnership present an opportunity for gain apart from
the normal rewards of being associated with the Partnership. They can also arise
when a Partnership Agent's personal or family interests are, or may be viewed as
being, inconsistent with those of the Partnership and therefore as creating
conflicting loyalties. Such conflicting loyalties can cause a Partnership Agent
to give preference to personal interests, either internal or external, in
situations where Partnership responsibilities come first.
No Partnership Agent may personally benefit from his or her association
with the Partnership except through payments received directly from the
Partnership. This prohibition does not apply to discounts, if any, offered by
merchants that are generally available to all those associated with the
Partnership.
Any Partnership Agent who believes he or she may have a conflict of
interest should disclose it immediately to, and seek guidance from, a member of
the Partnership Compliance Committee who is not involved in the potential
conflict.
The Partnership Compliance Committee and the Partnership's counsel have
sufficient authority to adequately deal with conflict of interest transactions,
including the authority to disclose such transactions (or potential
transactions) to the Partnership's General Partner or Principal Executive
Officer and, if necessary, to the Principal Financial Officer of the
Partnership. Please be advised that the General Partner may have conflicts of
interests with the Partnership and other related partnerships. Nevertheless, the
General Partner intends to represent the interests of the Partnership and
related partnerships to the best of its ability taking into account such
conflicts which are being disclosed in public filings including those made by
the Partnership with the Securities and Exchange Commission.
III. PARTNERSHIP OPPORTUNITIES
No Partnership Agent may take personal advantage or obtain personal
gain from an opportunity learned of or discovered during the course and scope of
his or her association with the Partnership when that opportunity or discovery
could be of benefit or interest to the Partnership. Likewise, no Partnership
Agent may use Partnership property, information or position for personal gain.
IV. PARTNERSHIP RECORDS
Partnership records must always be prepared accurately and maintained
properly, in accordance with all applicable laws and regulations.
No false, artificial or deceptive entries may be made in the
Partnership's records for any reason. The simple rule of thumb is that the
Partnership's books must accurately reflect the transactions they record. In
addition, the Partnership records belong to the Partnership. The General Partner
has the primary responsibility for establishing and monitoring adequate systems
of internal accounting and controls, and all Partnership Agents must adhere to
these controls. The Partnership's auditors monitor and document compliance with
these internal controls. All Partnership Agents shall cooperate completely and
forthrightly with the Partnership's internal and independent auditors.
No Partnership Agent may engage in, allow or conceal any financial or
bookkeeping irregularity.
V. PARTNERSHIP FUNDS AND PROPERTY
Partnership Agents must protect the Partnership's assets and ensure
their efficient use for legitimate business purposes. Each Partnership Agent is
personally accountable for Partnership funds and property over which he or she
has control. Purchases of products and services from suppliers must be made
solely on the basis of quality, price, service and other relevant
considerations. No Partnership funds or other property shall be used for any
unlawful purpose, such as to secure special privileges or benefits through the
payment of bribes or other illegal payments.
No Partnership Agent may engage in any act that involves theft, fraud,
embezzlement, misappropriation or wrongful conversion of any property, including
Partnership property, regardless of whether or not such act could result in a
criminal proceeding. This prohibition includes unauthorized use of the
Partnership's communications equipment, computers and related facilities or
other Partnership assets, including proprietary information and trade secrets.
Gifts, favors and entertainment may be given to others at Partnership
expense only if they are consistent with law and accepted business practices and
if they are of sufficiently limited value and in a form that could not
reasonably be construed as a bribe or payoff. Gifts in the form of cash or its
equivalent are prohibited. Likewise, secret commissions or other compensation to
employees of customers or their family members or associates are prohibited.
VI. SAFETY AND HEALTH
Workplace safety and health are paramount concerns and are reflective
of conditions at the Partnership's premises. Partnership Agents must adhere to
applicable health and safety laws and regulations and all related Partnership
policies designed to ensure safe working conditions.
VII. EQUAL OPPORTUNITY AND HARASSMENT-FREE CONDITIONS
The Partnership is an equal opportunity entity. The Partnership's
policy is to select and place employees, if any, and Partnership Agents on the
basis of qualification for work to be performed, as required by applicable laws,
without discrimination in terms of race, religion, national origin, color, sex,
age, status as a qualified individual with a disability or other status
protected by law. The Partnership insists that all employees, if any, and
Partnership Agents refrain from any act that is designed to cause or does cause
unlawful employment discrimination with respect to any term or condition of
employment.
The Partnership is also committed to the goal of providing a safe,
secure, productive and healthy work environment free from harassment of any
kind. The Partnership insists that all Partnership Agents refrain from any act
that is designed to cause or does cause harassment or intimidation, including
sexual harassment. The Partnership will not tolerate any form of harassment or
intimidation by any employee, if any, or Partnership Agent.
VIII. ENVIRONMENTAL PROTECTION
The Partnership is committed to full compliance with national, state
and local environmental laws and regulations at all operating facilities. The
Partnership's environmental obligations include, but are not limited to,
obtaining and maintaining all environmental permits and approvals required for
the conduct of the Partnership's operations, the proper handling, storage and
disposal of regulated materials and timely and accurate submission of required
reports to the proper government agencies.
All Partnership Agents are expected to understand and act in accordance
with their obligations under environmental laws, including any new or modified
obligations as they are established. Partnership Agents must report suspected
violations of those laws to the General Partner. It shall be the obligation of
the General Partner to investigate any reported violation and to ensure that
timely and effective remedial action is taken where appropriate.
The Partnership will ensure compliance with this Code through vigilant
self-monitoring and, where necessary, discipline of Partnership Agents at all
levels. The Partnership will not tolerate the falsification of data or the
reporting of false information regarding environmental compliance within the
Partnership or to government agencies.
The Partnership is also committed to full compliance with all laws and
regulations governing its services and products, including all applicable
national and local laws governing product safety and related issues. The
Partnership has adopted policies regarding environmental compliance.
IX. COMPETITION AND CONTACTS WITH COMPETITORS
The concept of free and open competition underlies the antitrust laws
in the United States. Compliance with such laws is mandatory. The Sherman Act
and its state law counterparts prohibit businesses from entering into
agreements, express or implied, that unreasonably restrain trade.
Partnership Agents may not enter into discussions or agreements with
competitors or suppliers that would in any way violate or be construed as a
violation of such laws. Certain agreements are considered so inherently
anticompetitive as to be criminal in nature (e.g., price fixing, bid rigging,
customer or territorial allocation, group boycotts) and can result in the
imposition of substantial monetary penalties and jail sentences.
Partnership Agents are encouraged to contact a member of the
Partnership Compliance Committee if they have any doubt about the legality of a
proposed course of action.
If any Partnership Agent becomes aware of possible violations of any
antitrust laws, such Partnership Agent should report the suspected violations to
a member of the Partnership Compliance Committee immediately.
X. FAIR DEALING
Each Partnership Agent is expected to deal fairly with the
Partnership's customers, suppliers, competitors and other agents. It is a
violation of Partnership policy to take unfair advantage of anyone through
manipulation, concealment, abuse of confidential information, misrepresentation
of material facts or any other unfair or deceptive practice.
XI. SECURITIES AND INSIDER TRADING
The Partnership is committed to complying with all federal and state
securities laws and regulations. These laws impose certain obligations on
publicly-held corporations and the persons associated with them. It is important
that Partnership Agents in no way compromise the position of the Partnership
with the disclosure ("leaking" or "tipping") of non-public information to
outsiders or to other Partnership Agents who do not require the information in
the performance of their duties. No Partnership Agent with knowledge of
non-public ("inside") information should use the information for his or her own
benefit. This means that no Partnership Agent may trade in Partnership or other
securities when he or she has knowledge of material inside information.
"Material" information is any information that an investor might
consider important in deciding whether to buy, sell or hold securities. Examples
of some types of material information are financial results, financial
forecasts, possible mergers, acquisitions, joint ventures, other purchases or
sales of or investments in companies, obtaining or losing important contracts,
important product developments, major litigation developments and major changes
in business direction.
Information is considered to be "non-public" unless it has been
adequately disclosed to the public. Examples of effective disclosure include
public filings with securities regulatory authorities and issuance of press
releases. The information must not only be disclosed; all such disclosures must
be full, fair, accurate, timely and made in an understandable manner to provide
adequate opportunity for the market as a whole to digest the information.
XII. DEALING WITH GOVERNMENT OFFICIALS
All dealings with government officials, including, but not limited to
lobbying, political contributions to candidates, meetings with government
agencies, communications with public officials and contracting with government
agencies, shall be done in accordance with all applicable national, state and
local laws and regulations in each country in which the Partnership conducts
business.
No Partnership Agent shall offer or promise a payment or reward of any
kind, directly or indirectly, to any federal, state or local government official
in order to secure preferential treatment for the Partnership or the Partnership
Agents.
No Partnership Agent shall offer or promise a payment or reward of any
kind, directly or indirectly, to a federal, state or local government official
for or because of an official act performed or to be performed by that official.
No Partnership Agent shall offer or promise any federal, state or local
government official gifts, entertainment, gratuities, meals, lodging, travel or
similar items that are designed to influence such official.
It is the policy of the Partnership to cooperate fully with all legal
and reasonable government investigations. Accordingly, Partnership Agents shall
comply with any and all lawful requests from government investigators and,
consistent with preserving the Partnership's legal rights, shall cooperate in
lawful government inquiries. No Partnership Agent shall make a false or
misleading written or oral statement to a government official with regard to any
matter involving a government inquiry into Partnership matters.
Partnership Agents should contact a member of the Partnership
Compliance Committee when presented with any such government request or inquiry.
Partnership Agents with questions about contacts with government officials
should seek guidance from a member of the Partnership Compliance Committee.
Individual Partnership Agents are free to participate in political
activities or make personal political contributions, but may not use Partnership
funds or other resources. No Partnership Agent may make a political contribution
on behalf of the Partnership without permission from a member of the Partnership
Compliance Committee, and then only after a member of the Partnership Compliance
Committee has affirmed the legality and propriety of such a contribution.
XIII. CONFIDENTIAL INFORMATION
In the normal course of business, there will be instances in which
Partnership Agents may be entrusted with confidential or privileged information.
That information most often will involve facts, plans or other aspects of the
Partnership's business that are not in the public domain and will, on occasion,
involve information that has been entrusted to the Partnership by customers,
suppliers or others with whom the Partnership has a relationship.
All Partnership Agents possessing confidential information regarding
the Partnership or any of its customers or suppliers have a duty not to disclose
such information outside the Partnership or to Partnership Agents who do not
have a need to know such information, except where disclosure is authorized or
legally required. Partnership Agents possessing confidential information shall
not use such information for personal gain.
All Partnership Agents are expected to comply with the terms and
conditions of any and all confidentiality, non-disclosure and patent agreements
signed by them when accepting employment or association with the Partnership.
Questions regarding what is or is not confidential or privileged
information should be directed by the Partnership Agent to the General Partner.
XIV. COMPLIANCE AND REPORTING
The Partnership has appointed a committee (the "Partnership Compliance
Committee") to ensure that this Code and the Partnership's related policies will
govern the business activities of all Partnership Agents. The membership of the
Partnership Compliance Committee will consist of senior executives and/or
directors of the General Partner. Any Partnership Agent who has questions about
this Code or how it applies in particular circumstances is encouraged to seek
guidance from his or her supervisor or the Partnership Compliance Committee.
Partnership Agents should promptly report any suspected noncompliance
with these policies to the General Partner or any member of the Partnership
Compliance Committee. The Partnership will promptly undertake an investigation
into any report that it receives. The investigation will be sufficient in size
and scope to address the report, and will be handled discreetly and with due
sensitivity to all persons involved in the investigation. If requested, and to
the extent possible, the Partnership will keep the identity of the reporting
Partnership Agent and all disclosures made in accordance with this Code
confidential. No Partnership Agent will be subject to any disciplinary or
retaliatory action for reasonably and in good faith reporting any suspected
violation. Submission of knowingly false reports, however, constitutes a
violation of this Code and will result in disciplinary action.
Failure to comply with this Code can have severe consequences for both
the individuals involved and the Partnership. The Partnership will take
appropriate disciplinary action for violations of this Code, including
termination of employment or association with the Partnership. Disciplinary
action may be taken:
- Against Partnership Agents who authorize or participate directly
and, in appropriate circumstances, indirectly in actions that are
a violation of this Code or any related policies.
- Against Partnership Agents who fail to report a violation of this
Code or any related policy or who withhold any relevant
information concerning a violation of which they became aware.
- Against the violator's supervisor or the General Partner, to the
extent the circumstances of the violation reflect inadequate
supervision or lack of diligence.
- Against any Partnership Agent who attempts to retaliate, directly
or indirectly, or encourages others to do so, against Partnership
Agent who reports a violation or cooperates with an investigation
of such violation.
If Partnership Agent believes that the General Partner to whom a
suspected violation has been reported has not taken appropriate action, the
Partnership Agent should contact a member of the Partnership Compliance
Committee. The Partnership Compliance Committee can be reached by contacting
Diarmuid Hogan at 203-961-5171.
The General Partner (and not the Partnership Compliance Committee) is
the only body authorized to waive compliance with this Code as it relates to the
Partnership's Principal Executive Officer and Principal Financial Officer. With
respect to the Partnership's Principal Executive Officer and Principal Financial
Officer, the General Partner also has the authority to investigate (or supervise
the investigation of) alleged violations of this Code and to determine the
appropriate consequences for violations by such individual