THE MARSICO INVESTMENT FUND
CODE OF ETHICS FOR COVERED OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This Code of Ethics for Covered Officers ("Code") of the portfolios of The
Marsico Investment Fund (individually or collectively the "Fund" or "Funds")
applies to the Fund's Principal Executive Officer and Principal Financial
Officer (the "Covered Officers" identified in Exhibit A). The Code is
intended to promote:
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 ("SEC") and in other public communications made by the
Fund;
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 OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
Each Covered Officer should adhere to a high standard of business ethics,
and should be sensitive to situations that may give rise to either an actual
or an apparent conflict of interest.
OVERVIEW. An actual "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of the Fund or the Officer's
service to the Fund. For example, 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 Fund.
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A potential conflict of interest occurs when a Covered Officer's private
interest is such that it might, under certain circumstances, interfere with
the interests of the Fund or the Officer's service to the Fund, but those
circumstances do not now exist.
Appearances may create an apparent conflict of interest even when an actual
conflict does not exist. For example, an apparent conflict may exist if a
Covered Officer owns a security that the Fund is buying, even if there is no
actual conflict of interest.
Though some potential or apparent conflicts are permissible, all conflicts
should be handled sensitively and ethically.
SOME CONFLICTS ADDRESSED BY OTHER LAWS AND PROCEDURES. Certain actual or
potential conflicts of interest may arise from the relationships between the
Covered Officers and the Fund. These conflicts generally are subject to
restrictions in the Investment Company Act of 1940 ("Investment Company
Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act").
For example, Covered Officers may not purchase or sell portfolio securities
or other property from or to the Fund, or engage in certain joint
transactions with the Fund, because of their status as "affiliated persons"
of the Fund. The compliance programs and procedures of the Fund and Marsico
Capital Management, LLC, the Fund's investment adviser ("adviser" or "MCM")
are designed to prevent, or identify and correct, violations of these
restrictions. This Code is not intended to replace the procedures designed
to address these conflicts, which fall outside of the parameters of this
Code.
Other actual or potential conflicts may arise from the contractual
relationship between the Fund and MCM, which also employs the Covered
Officers. This relationship may not necessarily present an opportunity for
improper personal benefit. Covered Officers must necessarily establish
policies and implement decisions that may have differing effects on MCM
compared to the Fund. The Covered Officers' participation in such activities
is inherent in the contractual relationship between the Fund and MCM, and is
consistent with their performance of their duties as officers of the Fund.
Such activities will be deemed to have been handled ethically as long as
they are in conformity with the Investment Company Act, the Investment
Advisers Act and the Fund's contract(s) with MCM.
CONFLICTS ADDRESSED BY THE CODE. This Code covers certain other actual or
apparent conflicts of interest that are not subject to provisions in the
Investment Company Act and the Investment Advisers Act. The overarching
principle is that the personal interests of a Covered Officer should not be
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placed improperly before the interests of the Fund. Here are some actions
that each Covered Officer should avoid in order to avoid placing the Covered
Officer's interests before those of the Fund:
Among other restricted actions, each Covered Officer must not:
o Use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Fund so that
the Covered Officer would benefit personally to the detriment of the Fund;
o Cause the Fund to take action, or fail to take action, for the individual
personal benefit of the Covered Officer rather than for the benefit of the
Fund;
o Use material non-public knowledge of portfolio transactions made or
contemplated for the Fund to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions;
o Retaliate against any other Covered Officer, or any employee of the Fund,
MCM, or their affiliated persons, for good faith reports of potential
violations of the Code.
POTENTIAL CONFLICTS TO BE DISCUSSED. A Covered Officer should discuss
potential conflicts of interest with MCM's General Counsel if they are
material. Covered Officers are encouraged to discuss with MCM's General
Counsel any potential conflict the materiality of which is uncertain.
Examples include:(1)
o Certain situations discussed in the separate Code of Ethics of the Fund
and MCM under Rule 17j-1 under the Investment Company Act, such as service
as a director of a for-profit company; or the receipt of gifts or
entertainment that are not nominal or customary, business-related,
reasonable in cost, appropriate as to time and place, and insufficiently
frequent to raise any question of impropriety.
o Any ownership interest in, or any consulting or employment relationship
with, any of the Fund's service providers other than its investment adviser,
principal underwriter, administrator or any affiliated person thereof.
<FN>
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(1) Any activity or relationship that would present a conflict if a Covered
Officer engages in the activity or has such a relationship may also present
a conflict if a member of the Covered Officer's family engages in the
activity or has such a relationship.
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o 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 should promote appropriate disclosure of accurate
information about the Fund in required reports and other communications, and
promote compliance with applicable laws and regulations.
o Each Covered Officer must familiarize himself with the disclosure
requirements generally applicable to the Fund and the Fund's Disclosure
Controls and Procedures.
o Each Covered Officer must not knowingly misrepresent, or cause others to
misrepresent, facts about the Fund to others, either within or outside the
Fund, including to the Fund's trustees and auditors, and to governmental
regulators and self-regulatory organizations.
o Each Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Fund and
MCM, and with outside professionals when he deems it necessary, 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.
o Each Covered Officer has the responsibility to promote compliance with the
standards and restrictions imposed by applicable laws, rules and
regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o Upon adoption of the Code (or thereafter, upon becoming a Covered
Officer), affirm in writing to the Fund's Board of Trustees (the "Board")
that the Covered Officer has received, read, and understands this Code.
o Thereafter, annually affirm to the Board that the Covered Officer has
complied with the requirements of this Code.
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o Report at least annually on the Fund's Questionnaire for Directors and
Officers all categories of affiliations or other relationships concerning
possible conflicts of interest.
o Notify MCM's General Counsel promptly if the Covered Officer is aware of
facts and circumstances that he knows are a violation of this Code. Failure
to do so is a violation of this Code.
V. INVESTIGATION AND ENFORCEMENT
MCM's 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 situation. However, any approvals or waivers(2)
sought by the Principal Executive Officer will be considered by the Audit
Committee of the Board (the "Committee").
The Fund will follow these procedures in investigating and enforcing this
Code:
o The General Counsel will take all appropriate action to investigate any
potential violations reported to him;(3)
o If, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take any
further action.
o Any matter that the General Counsel believes is a violation will be
reported to the Committee.
o If the Committee concurs that a violation has occurred, it will inform the
Board. The Board will consider appropriate action, which may include review
of and appropriate modifications to applicable policies and procedures,
notification to appropriate personnel of MCM, or a recommendation to dismiss
the Covered Officer.
<FN>
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(2) Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant
of a material departure from a provision of the code of ethics." Both
waivers and "implicit waivers" must be disclosed as provided by SEC rules.
Form N-CSR defines "implicit waiver" as "the registrant's failure to take
action within a reasonable period of time regarding a material departure
from a provision of the code of ethics that has been made known to an
executive officer" of the registrant.
(3) The General Counsel is authorized to consult, as appropriate, with the
chair of the Committee, counsel to the Independent Trustees of the Fund, and
counsel to the Fund, and is encouraged to do so.
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o The Committee will be responsible for granting waivers, as appropriate.
o Any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
VI. OTHER POLICIES AND PROCEDURES
This Code shall be the sole Code of Ethics for Covered Officers adopted by
the Fund 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 Fund, the Fund's adviser, principal
underwriter, or other service providers may 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 conflict with the provisions
of this Code. The separate Code of Ethics of the Fund and MCM under Rule
17j-1 under the Investment Company Act contains separate requirements
applying to the Covered Officers and others, and is not part of this Code.
VII. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, and disclosed as
required by SEC rules.
VIII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will be
considered confidential and 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, MCM, the Board (and any committee
of the Board) and their counsel.
IX. INTERNAL USE
The Code is intended solely for internal use by the Fund, and does not
constitute an admission by any Fund as to any fact, circumstance, or legal
conclusion.
Dated: August 14, 2003
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EXHIBIT A
Persons Covered by this Code of Ethics for Covered Officers:
Thomas F. Marsico, President, CEO, and Trustee of the Marsico Investment Fund
Christopher J. Marsico, Vice President and Treasurer of the Marsico Investment
Fund