CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR
FINANCIAL OFFICERS
Pursuant
to Section 406 of the
Sarbanes-Oxley
Act Of 2002
Table of Contents
I. Covered Officers/Purpose of the Code
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
III. Disclosure and Compliance
IV. Reporting and Accountability
V. Other Policies and Procedures
VI. Amendments
VII. Confidentiality
VIII. Internal Use
I. Covered
Officers/Purpose of the Code The
Code of Ethics (this “Code”) o f
the Investment Company Complex for the investment
companies within the complex (collectively,
the “Funds” and each, a “Fund”)
applies to the Principal Executive Officer
and Principal Financial Officer of each Fund
(the “Covered Officers” each of
whom are set forth in Exhibit A) for the purpose
of promoting:
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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 a 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
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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.
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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/her 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/her position with the
Fund.Certain
conflicts of interest arise out of the relationships
between Covered Officers and the Fund and already
are subject to conflict of interest provisions 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 individually
engage in certain transactions (such as the purchase
or sale of securities or other property) with the
Fund because of their status as “affiliated
persons” of the Fund. The Fund’s 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 these 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 Fund
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 Fund 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 Fund. The participation of the Covered
Officers in such activities is inherent in the contractual
relationship between the Fund and the adviser 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 and the Investment
Advisers Act, such activities will be deemed to have
been handled ethically. In addition, it is recognized
by the Funds’ Board of Directors (“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 Investment Company Act and the
Investment Advisers Act. 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 personal interest of a Covered Officer should
not be placed improperly before the interest of the
Fund.
* * * *
Each
Covered Officer must:
-
not
use his/her personal influence or personal relationships
improperly to influence investment decisions
or financial reporting by the Fund whereby the
Covered Officer would benefit personally to the
detriment of the Fund;
not
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;
not
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;
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report
at least annually, affiliations or other relationships
related to potential conflicts of interest set
forth in the Fund’s Directors and Officers
Questionnaire.
There
are some conflict of interest situations that should
always be subject to advance approval by the Chief
Compliance Officer if material. Examples of these
include:
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service
as a director on the board of any public or private
company;
the
receipt of any nominal or non-nominal gifts in
excess of $100;
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 to 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 their investment adviser,
principal underwriter, administrator or any affiliated
person thereof;
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.
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III. Disclosure
and Compliance
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Each
Covered Officer should familiarize himself/herself
with the disclosure requirements generally applicable
to 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 directors and auditors,
and to governmental regulators and self-regulatory
organizations;
each
Covered Officer should, to the extent appropriate
within his/her area of responsibility, consult
with other officers and employees of the Funds
and the advisers 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
it
is the responsibility of each covered Officer to
promote compliance with standards and restrictions
imposed by applicable laws, rules and regulations.
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IV. Reporting
and Accountability
Each
Covered Officer must:
-
upon
adoption of the Code (or thereafter as applicable,
upon becoming a Covered Officer), affirm to the
Board that he/she has received, read, and understands
the Code;
annually
thereafter affirm to the Board that he/she has
complied with the requirements of the Code;
not
retaliate against any other Covered Officer or
any employee of the Funds or their affiliated persons
for reports of potential violations that are made
in good faith; and
-
notify
the Chief Compliance Officer promptly if he/she
knows of any violation of this Code. Failure to
do so is itself a violation of this Code
The
Chief Compliance Officer 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 a Covered Officer
will be considered by the Board of Directors (“Board”).
The
Funds will follow these procedures in investigating
and enforcing this Code:
-
the
Chief Compliance Officer will take all appropriate
action to Investigate any potential violation
reports to him/her.
if,
after such investigation, the Chief Compliance
Officer believes that no violation has occurred,
the Chief Compliance Officer is not required
to take any further action;
any
matter that the Chief Compliance Officer believes
is a violation will be reported to the Board;
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;
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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 providers
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’, their investment adviser’s
and principal underwriter’s codes of ethics
under Rule 17 j-1 under the Investment Company Act
are separate requirements applying to the Covered
Officers and others, and are not part of this Code.
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VI. Amendments
Any
material changes to this Code must be approved
by the Board of Directors, including a majority
of independent directors, of each Fund, no later
than six months after adoption of such material
change. Before
approving any such amendment to this Code, the
Board of Directors of each Fund must receive a
certification from the Funds that it has adopted
procedures reasonably necessary to prevent Covered
Officers from violating the Code.
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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 appropriate
Board.
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VIII. Internal
Use
The
Code is intended solely for the internal use by
the Funds and does not constitute an admission,
by or on behalf of any Fund, as to any fact, circumstance,
or legal conclusion
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Prospectus
