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Exhibit 99.Code of Ethics
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
I. COVERED OFFICERS/PURPOSE OF THE CODE
The Reserve Funds' has adopted this code of ethics (the "Code") for
the investment companies within the Reserve funds complex
(collectively, the "Funds" and each a "Fund"). The Code applies to the
Principal Executive Officer and Principal Financial Officer and
Treasurer of the Funds (the "Covered Officers" each set out in Exhibit
A) for the purpose of promoting:
i. honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
ii. 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 Funds;
iii. 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
iv. accountability for adherence to the Code.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
Each Covered Officer should abide by a high standard of business
ethics and should be sensitive to situations that may give rise to
actual as well as perceived conflicts of interest. A "conflict of
interest" occurs when a Covered Officer's private interest interferes
with the interest of, or his service to, the Funds. 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 Funds.
Certain conflicts of interest arise out of the relationship between
Covered Officers and the Funds and already are subject to conflict of
interest provisions in the Investment Company Act of 1940, as amended,
("ICA") and the Investment Advisers Act of 1940, as amended,
("Advisers Act"). The Funds' and the 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 those 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 the investment adviser of which the
Covered Officers are also 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 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 Officers in such activities is
inherent in the contractual relationship between the Funds and the
adviser and is consistent with the performance by the Covered Officers
of their duties as officers of the Funds. Thus, if performed in
conformity with the provisions of the ICA and the Advisers Act, such
activities will be deemed to have been handled ethically. In addition,
it is recognized by the Board of Trustees of each of the Funds
("Boards") that the Covered Officers may also be officers or employees
of one or more other investment companies covered by this or other
codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the ICA and the
Advisers Act. The following provides examples of conflicts of
interest, but is not an exhaustive list.
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A Covered Officer must not:
i. use his personal influence or personal relationship improperly to
influence investment decisions or financial reporting by the
Funds whereby the Covered Officer would benefit personally to the
detriment of the Funds; and
ii. 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 Fund.
There are some conflicts of interest situations that may be discussed
with the General Counsel if material. Examples of these include:
i. service as a director on the board of any public or private
company;
ii. receipt of any gift in excess of $100;
iii. receipt of any entertainment from any company with which the
Funds have 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 to raise
any question of impropriety;
iv. any ownership interest in or any consulting or employment
relationship with, any of the Funds' service providers, other
than its investment adviser, principal underwriter, administrator
or any affiliated person;
v. 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.
III. DISCLOSURE AND COMPLIANCE
i. Each Covered Officer should be familiar with the disclosure
requirements generally applicable to the Funds;
ii. Each 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' trustees and
auditors, and to governmental regulators and self-regulatory
organizations;
iii. Each Covered Officer should, to the extent appropriate within his
or 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
iv. It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
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IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
i. Upon adoption of this Code (or upon becoming a Covered Officer),
affirm in writing to the Board that he or she has received, read
and understands this Code;
ii. Annually thereafter affirm to the Board that he or she has
complied with the requirements of the Code;
iii. Not retaliate against any other Covered Officer or any employee
of the Funds or adviser for reports of potential violations that
are made in good faith; and
iv. Notify the General Counsel promptly of any violation of this
Code. Failure to do so is itself, a violation of this Code.
The 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 particular situation. However, any approvals
or waivers sought by the Covered Officers will be considered by the Board.
The Funds will follow these procedures in investigating and enforcing this
Code:
i. the General Counsel will take all appropriate action to
investigate any potential violations reported;
ii. if, after such investigation, the General Counsel believes that
no violation has occurred, the General Counsel is not required to
take any further action;
iii. any matter that the General Counsel believes is a violation shall
be reported to the Board;
iv. if the Board concurs that a violation has occurred, it will
consider appropriate action, which may include review of and
appropriate modifications to applicable policies and procedures;
notification to appropriate personnel of the investment adviser
or its board; or a recommendation to dismiss the Covered Officer;
v. the Board will be responsible for granting waivers, as
appropriate; and
vi. 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, principal underwriter or other service provider govern or
purport to govern the behavior or activities of the Covered Officers
who are subject to this Code, they are superceded by this Code to the
extent that they overlap or conflict with the provisions of this Code.
The Funds' and their investment adviser's codes of ethics under Rule
17j-1 of the ICA are separate requirements applying to the Covered
Officers and others and are not part of this Code.
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.
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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 Board.
VIII. INTERNAL USE
This Code is intended solely for the internal use by the Funds and
does not constitute an admission, by or on behalf of any Company, as
to any fact, circumstance or legal conclusion.
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EXHIBIT A
Persons Covered by this Code of Ethics:
Bruce R. Bent (Treasurer)
Arthur T. Bent III (Co-Chief Financial Officer)
Bruce R. Bent II (Co-Chief Executive Officer)