EXHIBIT 12(a)(1)
THE CHINA FUND, INC.
CODE OF CONDUCT FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Conduct (the "Code") shall apply to the China Fund, Inc.'s
(the "Fund") Principal Executive Officer, Principal Financial Officer,
Controller, Principal Accounting Officer and persons performing similar
functions (the "Covered Officers," each of whom is named in Exhibit A attached
hereto) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in
reports and documents that the Fund files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Fund. Covered Officers must avoid conduct that conflicts, or appears to
conflict, with their duties to the Fund. All Covered Officers should conduct
themselves such that a reasonable observer would have no grounds for belief that
a conflict of interest exists. Covered Officers are not permitted to self-deal
or otherwise to use their positions with the Fund to further their own or any
other related person's business opportunities.
This Code does not, and is not intended to, repeat or replace the programs
and procedures or codes of ethics of the Fund's investment adviser or
distributor.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its service providers, including investment
adviser or administrator, of which the Covered Officers may be officers or
employees. As a result, this Code recognizes that the Covered Officers will, in
the normal course of their duties (whether formally for the Fund, the investment
adviser or administrator, or other service providers), be involved in
establishing policies and implementing decisions that will have different
effects on the service providers and the Fund. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Fund and its service providers and is consistent with the performance by the
Covered Officers of their duties as officers of the Fund. Thus, if performed in
conformity with the provisions of the Investment Company Act of 1940, as amended
("Investment Company Act") and the Investment Advisers Act of 1940, as amended
("Investment Advisers Act"), such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Fund's Board of Directors (the
"Board") that the
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Covered Officers may also be officers or employees of one or more other
investment companies covered by other codes.
The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a Covered
Officer should not be placed improperly before the interest of the Fund.
* * * *
Each Covered Officer must not:
- use his personal influence or personal relationship improperly to
influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the
detriment of the Fund;
- cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit of the Fund; or
- retaliate against any other Covered Officer or any employee of the
Fund or its affiliated persons for reports of potential violations
by the Fund of applicable rules and regulations that are made in
good faith.
Each Covered Officer must discuss certain material conflict of
interest situations with the Fund's Audit Committee. Examples of
such situations include:
- service as a Director, general partner, or officer of any
unaffiliated business organization. This rule does not apply to
charitable, civic, religious, public, political, or social
organizations, the activities of which do not conflict with the
interests of the Fund;
- the receipt of any non-nominal gifts;
- the receipt of any entertainment from any company with which the
Fund has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate
as to time and place, and not so frequent as raise any question of
impropriety;
- any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other than
its investment adviser, administrator, transfer agent, custodian or
any affiliated person thereof; and
- 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 will monitor the compliance of the Fund and the
Fund's service providers with federal or state statutes, regulations or
administrative procedures that affect the operation of the Fund.
- - Each Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Fund to others, whether within or outside
the Fund, including to the Fund's Board, Fund's Audit Committee and the
Fund's independent auditors, and to governmental regulators and
self-regulators and self-regulatory organizations.
- - Each Covered Officer should, to the extent appropriate within his or her
area of responsibility, consult with other officers and employees of the
Fund and its service providers with the goal of promoting full, fair,
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accurate, timely and understandable disclosure in the reports and
documents the Fund files with, or submits to, the SEC and in other public
communications made by the Fund.
- - It is the responsibility of each covered officer to promote and encourage
professional integrity in all aspects of the Fund's operations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of this Code (or thereafter as applicable, upon
becoming a Covered Officer), sign and return a report in the form of
Exhibit B to the Fund's compliance officer affirming that he or she
has received, read, and understands the Code;
- annually sign and return a report in the form of Exhibit C to the
Fund's compliance officer as an affirmation that he or she has
complied with the requirements of the Code; and
- notify the Fund's Audit Committee promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of
this Code.
The Fund's Audit Committee 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 particular situation including any
approvals or waivers sought by the Covered Persons.
The Audit Committee will follow these procedures in investigating and
enforcing this Code:
- The Audit Committee will take all appropriate actions to investigate
any potential violations reported to the Committee.
- If, after such investigation, the Audit Committee believes that no
violation has occurred, the Audit Committee is not required to take
any further action.
- Any matter that the Audit Committee believes is a violation of this
Code will be reported to the full Board.
- If the Board concurs that a violation has occurred, it will notify
the appropriate personnel of the applicable service provider and may
dismiss the Covered Officer as an officer of the Fund.
- The Audit Committee will be responsible for granting waivers of
provisions of this Code, as appropriate.
- 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 Fund for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Fund, the Fund's investment adviser, principal
underwriter, or other service providers govern or purport to 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 overlap or conflict with the
provisions of this Code. The Fund's, investment adviser's and principal
underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act
and the investment adviser's more detailed policies and procedures are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
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VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, 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 Fund's Board or Audit Committee.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Fund and does not
constitute an admission, by or on behalf of Fund, as to any fact, circumstance,
or legal conclusion.
Approved on: September 12, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics:
TITLE NAME
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President, Chief Executive Officer and Principal Executive Officer Jamie Skinner
Treasurer, Chief Financial Officer and Principal Financial Officer Laura F. Healy
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