As an investment advisor, we have a fiduciary duty to perform advisory services on our clients’ behalf in a manner that is always in their best interest. The cornerstone of our Code of Ethics is based on this fiduciary premise. This Code will set forth the fundamental principles of conduct and professionalism expected by all employees, officers and directors in discharging their duties. It is not to be considered an all-inclusive document, but a value-laden guide committing such persons to uphold the highest ethical standards, rooted in the most elementary maxim, "Do the right thing!"
The objectives of our Code of Ethics are to deter inappropriate behavior and promote:
Our employees, officers and directors are expected to apply and uphold the following core values, which are the foundation of our unique purpose and perspective:
The following broad ethical principles are based on our core values of integrity, competence, objectivity, confidentiality, fairness and diligence. These principles set forth ideals to which all employees, officers and directors should aspire.
Ethical Principle: You shall behave in a trustworthy manner.
Integrity is the cornerstone for sound judgment and establishing trust with a client. Integrity demands honesty and candor, which must not be subordinated to personal gain and advantage. Integrity cannot co-exist with deceit or subordination of one’s principles.
Acting with integrity is not only the responsibility of those persons that may have been placed by clients in positions of trust and confidence; such responsibility is directed to all employees, officers and directors. You are to continually be aware of our mission, values, ethical principles and standards, and perform your duties in such a manner that is not only compliant with the letter but also the spirit of this Code of Ethics.
Ethical Principle: You shall engage only in those services for which you have the necessary knowledge, skills and experience.
We are all finite beings; you must be aware of your personal limitations. Competence is recognizing one’s level of expertise and only providing service within those boundaries, or only after taking reasonable steps to acquire that level of knowledge, skill or experience, offer such service. You will endeavor to improve your proficiency and commitment to learn and increase your professional knowledge.
Ethical Principle: You shall act without prejudice or bias, and labor in good faith for the best interest of all persons.
Objectivity requires you to act impartially where your behavior toward others is unaffected by your personal feelings. You must protect the integrity of your work, maintain objectivity, and avoid subordination of your judgment that would violate this Code of Ethics. You will endeavor to avoid circumstances where a conflict of interest might exist. If unavoidable, whenever possible, make full disclosure of such conflict(s).
Ethical Principle: You shall respect the confidentiality of any information entrusted to, or obtained in the course of, your business or professional activities.
Confidentiality is having another’s confidence where you are entrusted with their private affairs. Confidence implies full trust and belief that one is a reliable person worthy of keeping matters private. As an employee, officer or director, you are to maintain at all times the confidentiality of others. You are not to share confidential information with anyone, including family and friends, or with other employees who do not need the information to carry out their duties. You are only to use such confidential information for the business purpose intended.
Ethical Principle: You shall perform your duties in a manner that is fair, just and reasonable to all persons.
To be fair requires your decisions to be free from bias, dishonesty or injustice and to fully disclose any conflicts of interest. Fairness is treating others in the manner that you would want to be treated. You are not to take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing. To do so would violate this Code of Ethics.
Ethical Principle: You shall proceed with patience, timeliness and consistency, and do so in a prompt and thorough manner in the service of others.
Diligence is making a constant and earnest effort to attain a given objective. You are to strive for, in this case, a distinguished record of professional service.
The following ethical standards cover a wide range of business practices and procedures relevant to the professional activities of all employees, officers and directors. It does not cover every issue that may arise, but it does stipulate basic principles to guide you in performing your duties. Should an unforeseen situation arise where a policy in our Code conflicts with a law, the law will take precedence over our Code – you must comply with the law and conduct yourself accordingly!
Those who violate the standards specified in this Code of Ethics will be subject to disciplinary action, up to and including termination of employment. Those situations you believe could violate or lead to a violation of this Code; we have identified guidelines under “Determining Illegal or Unethical Behavior” to assist with making that determination.
We operate in a highly-regulated environment, both at the federal and state levels, where compliance with these rules and regulations play a major role in our success. You are expected to be aware of your compliance responsibilities and, in the case of doubt to the applicability of any law, rule or regulation regarding any contemplated course of action, you are expected to seek guidance from your manager or other appropriate person on how to handle the situation. A good rule of thumb for you to follow is, “If in doubt on a course of action, ask first and act later.”
To ensure you are well informed of your responsibility, we make available our Written Policies & Procedures Manual and hold regular training to promote compliance and understanding of the applicability of any law, rule or regulation.
As a fiduciary, we have an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of our clients. A “conflict of interest” exists when personal interests interfere with this responsibility. A conflict situation can arise when you take action or have interests that may make it difficult to perform your work of behalf of others objectively and efficiently. Conflicts can also exist when members of your family receive undisclosed, improper benefits as a result of your position within our firm. Compliance with this standard can be achieved by trying to avoid conflicts of interest and where unavoidable, fully disclosing all material facts concerning such conflicts and resolving those issues before taking any action.
Conflicts of interest are prohibited as a matter of firm policy, except when approved by the President or Chief Compliance Officer. Conflicts of interest may not always be obvious; if you have any questions, you should consult your manager or other appropriate person.
It is both unethical and illegal to buy, sell, trade or otherwise participate in securities transactions while in possession of material information concerning those companies in which such transactions are being made, or to “tip” others who might make an investment decision on the basis of such information, when such information has yet to have been released to the general public. If you have, or could have, access to confidential material information, you are not permitted to use or share that information for securities trading purposes or for any other purpose except in fulfilling your obligations and duties with the firm. You are expected to familiarize yourself with our Insider Trading Policy Agreement and sign that you understand and are in full agreement with such Policy.
You are prohibited from taking for yourself personal opportunities that would not have otherwise been discovered except through your position with our firm. You are not to use corporate property, information, or position for improper personal gain. You are duty-bound to our firm to forward legitimate interest when the opportunity to do so arises.
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of our firm is prohibited. You will endeavor to respect the rights of and deal fairly with all persons whether affiliated or unaffiliated with our firm.
The purpose of gifts and entertainment in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage. Inappropriate gifts, favors, entertainment, special accommodations or other things of material value could create a conflict of interest, in that, accepting an inappropriate gift from a client could influence your decision-making and, likewise, giving an inappropriate gift to a client might cause them to unjustly feel beholden to the firm.
No gift or entertainment should be offered, given, provided or accepted by you in connection with the firm’s advisory business unless it has first been pre-approved by your manager or other appropriate person.
We require honest and accurate recording and reporting of information in order to make responsible business decisions. We expect you, consistent with your individual authority and duties, to maintain our books, records, accounts, and financial statements in reasonable detail, and to appropriately reflect our transactions in conformity with applicable legal requirements and to our system of internal controls.
Business records and communications often become public, and you should avoid exaggerations, derogatory remarks, guesswork or inappropriate characterization of people and companies that could be misunderstood. This equally applies to formal reports, internal memos and e-mail. Records should always be retained or destroyed according to our record retention policies.
For more information on the recordkeeping requirements for this Code of Ethics, please refer to the Books & Records section of the Written Policies & Procedures Manual.
Transactions for clients shall take precedence over transactions in securities or other investments of which you are a beneficial owner so that such personal transactions do not adversely affect clients’ interests. If you make a recommendation regarding the purchase or sale of a security or other investment, your clients will be given first priority before you can personally act on your own behalf.
If you are a manager, you are to keep records of any decisions, and the reasons supporting the decisions, authorizing any person to directly or indirectly acquire beneficial ownership in any security in an IPO or a private placement.
You are to strictly adhere to our policies regarding personal securities transaction. If you are defined as an “access person”, you are required to prepare securities holdings and transactions reports for a required period. See “Persons Covered by the Code” under “Establish a Code of Ethics” in the “Trading Practices” section of the Written Polices & Procedures Manual for more information on the definition of access person.
You are expected to exercise care in maintaining the confidentiality of any confidential information entrusted to you by us or our clientele, except where disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or otherwise harmful to us or our clientele. The obligation to preserve confidential information continues even after employment or other service ends.
You should endeavor to protect assets of the firm and ensure their efficient use. Our equipment should not be used for unapproved personal business, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be immediately reported for investigation as hereinafter described under caption “Reporting Illegal or Unethical Behavior.”
Your obligation to protect our assets includes all our proprietary information. Proprietary information includes intellectual property such as trade secrets, trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates this Code.
We must work to ensure prompt and consistent action against violations of this Code of Ethics. However, there are instances where it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach any new dilemma. These are steps to consider when making that judgment call:
You are required to report any illegal or unethical behavior in violation of this Code of Ethics to your manager or the Chief Compliance Officer. Violations can also be reported to any manager, officer or director if your concerns are directly related to those persons in authority over you. Any report of questionable conduct or violation will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. All employees, officers and directors are expected to cooperate fully in internal investigations of misconduct.
You may submit a good faith concern regarding questionable conduct or suspected violation without fear of dismissal or retaliation. We will not permit retaliation of any kind by our officers and directors against good faith reports or complaints of violations to this Code or other illegal or unethical conduct.