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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
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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.
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;
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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
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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.
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)