Attached files
file | filename |
---|---|
10-K - OHA Investment Corp | v176844_10k.htm |
EX-31.1 - OHA Investment Corp | v176844_ex31-1.htm |
EX-21.1 - OHA Investment Corp | v176844_ex21-1.htm |
EX-32.1 - OHA Investment Corp | v176844_ex32-1.htm |
EX-31.2 - OHA Investment Corp | v176844_ex31-2.htm |
EX-32.2 - OHA Investment Corp | v176844_ex32-2.htm |
NGP
CAPITAL RESOURCES COMPANY
NGP
INVESTMENT ADVISOR, LP
AMENDED
AND RESTATED
JOINT
CODE OF ETHICS
Adopted
December 3, 2009
This Amended and Restated Code of
Ethics (the “Code”) has been adopted by the Board of Directors, including a
majority of the Directors who are not interested persons, of NGP Capital
Resources Company (the “Company”) and the general partner of NGP Investment
Advisor, LP (the “Adviser”) in order to satisfy the requirements of Rule 17j-1
under the Investment Company Act of 1940 (the “1940 Act”) and Section 204A of
the Investment Advisers Act of 1940 (the “Advisers Act”).
As it relates to Rule 17j-1 of the 1940
Act, the purpose of the Code is to establish standards and procedures that are
reasonably designed for the detection and prevention of activities by which
persons having knowledge of the investments and investment intentions
of the Company may abuse their fiduciary duties to the Company
and otherwise deal with the types of conflicts of interest situations to which
Rule 17j-1 is addressed. As it relates to Section 204A of the Advisers Act, the
purpose of this Code is to establish procedures that, taking into consideration
the nature of the Adviser’s business, are reasonably designed to prevent the
misuse of material non-public information in violation of the federal securities
laws by persons associated with the Adviser.
SECTION
1
DEFINITIONS
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1.1.
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“Access Person”
means (a) the Adviser, (b) any director, general partner, or officer
of the Adviser or the Company, and (c) any Advisory
Person.
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1.2.
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“Advisory
Person” means any (a) employee of the Company (or any company in a
Control relationship with the Company) who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of Covered Securities by the
Company or whose functions relate to the making of any recommendations
with respect to such purchases or sales, and (b) employee of the Adviser
who has access to nonpublic information regarding the Company’s purchase
or sale of securities, or nonpublic information regarding the portfolio
holdings of the Company, or who, in connection with his or her regular
functions or duties is involved in making securities recommendations to
the Company, or has access to such recommendations that are not
public.
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1.3.
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“Annual
Certification” means an Annual Certification of Compliance with
Code of Ethics, in the form attached as Schedule
F.
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1
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1.4.
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“Automatic Investment
Plan” means a program in which regular periodic purchases (or
withdrawals) are made automatically in (or from) investment accounts in
accordance with a predetermined schedule and allocation and includes a
dividend reinvestment plan.
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1.5.
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“Beneficial
Ownership” has the meaning set forth in paragraph (a)(2) of Rule
16a-1 under the Securities Exchange Act of 1934, and for purposes of this
Code includes any interest by which an Access Person or any Immediate
Family Member of an Access Person can directly or indirectly derive
monetary or other economic benefit from the purchase, sale (or other
acquisition or disposition), or ownership of a security, including any
such interest that arises as a result of: a general partnership interest
in a general or limited partnership, an interest in a trust, a right to
dividends that is separated or separate from the underlying security, a
right to acquire equity securities through the exercise or conversion of a
derivative security (whether or not presently exercisable), and a
performance related advisory fee (other than an asset based
fee).
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1.6.
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“Board Member”
means each individual who serves as a director of the
Company.
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1.7.
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“Committee of
Independent Directors” means a committee comprised of all of the
directors of the Company who are not “interested persons” of the Company
as defined in Section 2(a)(19) of the 1940 Act acting as a committee of
the whole.
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1.8.
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“Compliance
Officer” means the person designated by the Adviser to serve as the
chief compliance officer of the
Adviser.
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1.9.
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“Control” has
the meaning set forth in Section 2(a)(9) of the 1940 Act, and includes the
power to exercise a controlling influence over the management or policies
of a company, unless such power is solely the result of an official
position with the company. Control shall be presumed to exist where a
person owns beneficially, either directly or through one or more
companies, more than 25% of the voting securities of a
company.
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1.10.
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“Covered
Security” means a security as defined in Section 2(a)(36) of the
1940 Act and includes any and all stock, debt obligations, and similar
instruments of whatever kind, including any right or warrant to purchase a
security, or option to acquire or sell a security, a group or index of
securities. References to a security in this Code shall be deemed to refer
to and include any warrant for, option in, or security immediately
convertible into that security, and shall also include any financial
instrument that has an investment return or value that is based, in whole
or in part, on that security (collectively
“derivatives”).
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The term
“Covered Security” does not include: (a) direct obligations of the Government of
the United States, (b) bankers’ acceptances, bank certificates of deposit,
commercial paper, and high quality short-term debt instruments, including
repurchase agreements, (c) shares issued by money market funds, (d) any shares
issued by an open-end investment company, and (e) shares issued by unit
investment trusts that are invested exclusively in one or more open-end
investment companies.
2
A Covered
Security is “being considered for purchase or sale” when a recommendation to
purchase or sell the security has been made or communicated and, with respect to
the person making the recommendation, when such person seriously considers
making such a recommendation.
1.11.
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“Immediate Family
Member” means a person who shares the same household as the Access
Person and is related to the Access Person by blood, marriage, or
adoption.
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1.12.
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“Independent Board
Member” means each individual who serves as a director of the
Company who is not an “interested person,” as defined in Section 2(a)(19)
of the 1940 Act, of the Company.
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1.13.
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“Initial
Certification” means an Initial Certification of Compliance with
Code of Ethics, in the form attached as Schedule
E.
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1.14.
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“Initial Public
Offering” means an offering of securities registered under the
Securities Act of 1933, the issuer of which, immediately before the
registration was not subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of
1934.
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1.15
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“Investment
Personnel” mean (a) any employee of the Company or the Advisor (or
of any company in a control relationship to the Company or the Advisor
who, in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by the Company or (b) any natural person who controls the
Company or the Advisor and who obtains information concerning
recommendations made by the Company regarding the purchase or sale of
securities by the Company.
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1.16.
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“Limited
Offering” means an offering that is exempt from registration
pursuant to Section 4(2) of Section 4(6) of the Securities Act of 1933 or
Rule 504, 505, or 506 thereunder.
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1.17.
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“Related Party”
means an employee’s spouse, minor children, other relative who live in the
employee’s household and trusts and similar entities with respect to which
an employee is trustee or otherwise enjoys beneficial
ownership.
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1.18.
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“Restricted
Securities” has the meaning ascribed to such term in
Section 3.1.
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1.19.
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“Restricted Securities
List” means the list of Restricted Securities maintained by the
Compliance Officer as it exists at such
time.
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3
1.20.
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“Security Held or to be
Acquired by the Company” means (a) any Covered Security that,
within the most recent 15 days: (i) is or has been held by the Company, or
(ii) is being or has been considered by the Company or the Advisor for
purchase by the Company, and (b) any option to purchase or sell, and any
securities convertible into or exchangeable for, a Covered Security
described in clause (a).
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SECTION
2
STATEMENT
OF GENERAL PRINCIPLES
The general fiduciary principles that
govern the trading activities by an Access Person are as follows:
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(a)
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The
duty at all times to place the interests of the stockholders of the
Company first.
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(b)
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The
requirement that all personal securities transactions be conducted in a
manner that does not interfere with the Company’s portfolio transactions
so as to avoid any actual or potential conflict of interest or any abuse
of an individual’s position of trust and
responsibility.
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(c)
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The
fundamental standard that Access Persons should not take inappropriate or
unfair advantage of their relationship with the Company or the
Adviser.
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(d)
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The
duty of all Access Persons to comply with all applicable federal
securities laws.
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Access
Persons must adhere to these general principles as well as comply with the
Code’s specific provisions.
SECTION
3
PROHIBITED
PURCHASES AND SALES
3.1 Except
as permitted pursuant to Section 4 or 5 below, no Access Person shall purchase
or sell, directly or indirectly, any Covered Security in which he or she has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership and which he or she knows or should know at the time of such purchase
or sale: (a) has been purchased or sold by the Company within the last 15
calendar days or held by the Company for less than 60 calendar days, (b) is
currently being purchased or sold by the Company, or (c) is being, or within the
most recent 15 calendar days has been, considered for purchase or sale by the
Company (“Restricted
Securities”). These prohibitions shall continue until the time
that the Adviser or any such Access Person decides not to recommend such
purchase or sale, or if such recommendation is made, until the time that the
Company decides not to enter into, or completes, such recommended purchase or
sale.
4
3.2 No
Access Person shall recommend any securities transaction by the Company without
having disclosed his interest, if any, in such securities or the issuer of the
securities, including without limitation: (a) his or her direct or indirect
beneficial ownership of any securities of any such issuer, (b) any contemplated
transaction by such person in such securities, (c) any position with such issuer
or its affiliates, or (d) any present or proposed business relationship between
such issuer or its affiliates and such person or any party in which such person
has a significant interest.
3.3 No
Access Person shall, directly or indirectly in connection with the purchase or
sale of any Security Held or to be Acquired by the Company: (a) employ any
device, scheme, or artifice to defraud the Company, (b) make to the Company any
untrue statement of a material fact or omit to state to the Company a material
fact necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading, (c) engage in any act,
practice, or course of business that operates or would operate as a fraud or
deceit upon the Company, or (d) engage in any manipulative practice with respect
to the Company.
3.4No Access Person or Investment
Personnel shall: (a) purchase, directly or indirectly, or by reason of such
transaction acquire, any direct or indirect beneficial ownership of any Covered
Securities in an Initial Public Offering or a Limited Offering without prior
approval in accordance with this Code or (b) (i) seek or accept favors,
preferential treatment or any other personal benefit because of his or her
association with the Adviser or the Company, (ii) accept any
entertainment, gift or other personal benefit that may create or appears to
create a conflict between the interests of such person and the Adviser or the
Company, or (iii) receive any gift or other personal benefit of more than de
minimis value from any person or entity that does business with or on behalf of
the Adviser or the Company. For purposes of this Code, de minimis is
defined as reasonable and customary gifts, benefits or business entertainment
(such as dinners, tickets to sporting events or theater, or comparable
entertainment) which is neither so frequent nor so extensive as to raise any
question of propriety. Any questions regarding the receipt of any gift or other
personal benefit should be directed to the Compliance Officer.
SECTION
4
EXEMPT
PURCHASES AND SALES
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The
prohibitions in Section 3 of this Code shall not apply
to:
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(a)
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purchases
or sales effected in any account over which an Access Person has no direct
or indirect influence or control;
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(b)
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purchases
or sales of securities that are not listed on the Restricted Securities
List, other than securities acquired in an Initial Public Offering or a
Limited Offering;
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(c)
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purchases
or sales of securities that are U.S. Treasury obligations, commercial
paper and high quality debt instruments (including repurchase agreements)
with a stated maturity of 12 months or less, bankers' acceptances, and
bank certificates of deposit;
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5
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(d)
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purchases
and redemptions of shares of registered open-end investment companies
(mutual funds), but not shares of funds advised by the Adviser, closed-end
funds, or exchange traded funds;
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(e)
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purchases
effected upon exercise of rights issued by an issuer pro rata to all
holders of a class of its securities to the extent such rights were
acquired from such issuer, and sales of such rights to be
acquired;
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(f)
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involuntary
(i.e., non-volitional) purchases and sales of
securities;
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(g)
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transactions
effected pursuant to an Automatic Investment
Plan;
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(h)
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joint
investments permitted pursuant to an exemptive order issued by the
Securities and Exchange Commission;
or
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(i)
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purchases
or sales for which the Access Person has received prior approval from the
Compliance Officer in accordance with this
Code.
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SECTION
5
PRIOR
CLEARANCE OF TRANSACTIONS
No Access Person or Investment
Personnel shall acquire any beneficial ownership in any Covered Securities in an
Initial Public Offering or in a Limited Offering, without obtaining prior
written clearance from the Compliance Officer or a person designated by the
Compliance Officer to pre-clear transactions. The Compliance Officer and these
designated persons are referred to as a “Clearing Officer.” A Clearing Officer
seeking pre-clearance with respect to his or her own transaction shall obtain
such clearance from another Clearing Officer.
Any Access Person or Investment
Personnel who effects a purchase or sale of any Covered Security after obtaining
prior written clearance shall be deemed not to be in violation of Section 3 of
this Code by reason of such purchase or sale. Upon written request from an
Access Person or Investment Personnel as provided in Paragraph 5.1 below, a
Clearing Officer shall have the sole discretion to pre-approve a personal
securities transaction, and thereby exempt such transaction from the
restrictions of this Code. The Clearing Officer shall make such determination in
accordance with the following:
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(a)
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Prior
approval shall be granted only if a purchase or sale of securities is
consistent with the purposes of this Code and Section 17(j) of the 1940
Act. To illustrate, a purchase or sale shall be considered consistent with
those purposes if such purchase or sale is only remotely potentially
harmful to the Company or the Adviser because such purchase or sale would
be unlikely to affect a highly institutional market, or because such
purchase or sale is clearly not related economically to the securities
held, purchased, or sold by the
Company.
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6
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(b)
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Prior
approval shall take into account, among other
factors:
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(i)
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whether
the investment opportunity should be reserved for the Company and whether
the opportunity is being offered to the Access Person or Investment
Personnel by virtue of the Access Person’s or Investment Personnel’s
position with the Company or the
Adviser;
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(ii)
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whether
the amount or nature of the transaction or person making it is likely to
affect the price or market for the
security;
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(iii)
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whether
the Access Person or Investment Personnel making the proposed purchase
or sale is likely to benefit from purchases or sales being made
or being considered by the Company;
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(iv)
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whether
the security proposed to be purchased or sold is one that would qualify
for purchase or sale by the
Company;
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(v)
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whether
the transaction is non-volitional on the part of the individual, such as
receipt of a stock dividend or a sinking fund
call;
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(vi)
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whether
the chance of a conflict of interest is remote;
and
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(vii)
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whether
the transaction is likely to effect the Company
adversely.
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(c)
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An
Access Person or Investment Personnel must submit in writing a
completed and executed Request for Permission to Engage in a Personal
Securities Transaction (a form of which is attached hereto as Schedule A),
which shall set forth the details of the proposed transaction. Approval of
the transaction as described on such form shall be evidenced by the
signature of the Clearing Officer thereon. A copy of all prior approval
forms, with all required signatures, shall be retained by the Compliance
Officer.
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(d)
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If
approval is given to the Access Person or Investment Personnel in
accordance with this Code to engage in a securities transaction, the
Access Person or Investment Personnel is under an affirmative obligation
to disclose that position if such Access Person or Investment Personnel
plays a material role in the Company’s subsequent investment decision
regarding the same issuer. In such circumstances, an independent review of
the Company’s investment decision to purchase securities of the issuer by
investment personnel with no personal interest in the issuer shall be
conducted.
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(e)
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Approval
granted to an Access Person or Investment Personnel in accordance with
this Code is only effective for seven days from the date of such approval;
provided, however, that a pre-clearance expires upon the Access Person or
Investment Personnel receiving pre-clearance becoming aware of facts or
circumstances that would prevent a proposed trade from being pre-cleared
were such facts or circumstances made known to a Clearing Officer.
Accordingly, if an Access Person or Investment Personnel becomes aware of
new or changed facts or circumstances that give rise to a question as to
whether pre-clearance could be obtained if a Clearing Officer was aware of
such facts or circumstances, the Access Person or Investment Personnel
shall be required to so advise a Clearing Officer and obtain a new
pre-clearance before proceeding with such
transaction.
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7
SECTION 6
REPORTING
6.1 Every
Access Person must submit an Initial Holdings Report, Quarterly Transactions
Reports, and Annual Holdings Reports on such dates as shall be determined by the
Compliance Officer containing the information set forth below about each
transaction, if any, by which the Access Person acquires any direct or indirect
beneficial ownership of a Covered Security; provided, however,
that:
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(a)
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an
Access Person shall not be required to include in such reports any
transaction effected for any account over which such Access Person does
not have any direct or indirect influence or control;
and
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(b)
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Independent
Board Members of the Company shall not be required to submit an Initial
Holdings Report or Annual Holdings Reports, and shall be required to
submit a Quarterly Transaction Report of a transaction only if such
person, at the time of that transaction, knew, or in the ordinary course
of fulfilling his official duties as a director of the Company should have
known, that during the 15-day period immediately preceding or after the
date of the transaction by such person, the security such person purchased
or sold is or was purchased or sold by the Company or was
being considered for purchase or sale by the Company or the
Adviser.
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6.2 Each
Access Person within ten days of the date that he or she becomes an Access
Person (which information must be current as of a date no more than 45 days
prior to the date the person becomes an Access Person) shall furnish to the
Compliance Officer an Initial Holdings Report in the form attached as Schedule B
containing the following information: (a) the title, number of
shares, and principal amount of each Covered Security that he or she
beneficially owns, directly or indirectly, (b) the name of any broker, dealer,
or bank with whom the Access Person maintained an account in which any Covered
Securities held, purchased, or sold (“personal securities account”) for the
direct or indirect benefit of the Access Person as of the date the person became
an Access Person, and (c) the date the report is submitted by the Access
Person.
Timely submission of an Initial
Holdings Report, along with a copy of the most recent monthly statement for each
personal securities account and copies of all confirmation of transactions
effected after the date of such statement, shall satisfy the requirements of
this Section 6.2 regarding submission of an Initial Holdings
Report.
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6.3 An
Access Person must submit no later than 30 days after the end of each calendar
quarter to the Compliance Officer (a) a report containing the name of any
broker, dealer, or bank with whom the Access Person established an account in
which any Covered Securities were held during the quarter for such person’s
direct or indirect benefit, the date the account was established, and the date
the report is submitted, and (b) a Quarterly Transactions Report in the form
attached as Schedule C containing the following information with respect to any
transaction during the quarter in a Covered Security in which the Access Person
had any direct or indirect beneficial ownership:
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(a)
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the
date of the transaction, the title, the interest rate and maturity date
(if applicable) and the number of shares, and the principal amount of each
security involved;
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(b)
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the
nature of the transaction (i.e., purchase, sale or other acquisition or
disposition);
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(c)
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the
price at which the transaction was
effected;
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(d)
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the
name of the broker, dealer or bank with or through whom the transaction
was effected; and
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(e)
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the
date that the report is submitted by the Access
Person.
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An Access
Person need not file a Quarterly Transaction Report for a calendar quarter if
the Compliance Officer is being furnished with (a) confirmations and statements
for all personal securities accounts of such Access Person, (b) duplicate
monthly brokerage statements for all personal securities accounts on all
transactions required to be reported hereunder, or (c) the requisite information
on all transactions required to be reported hereunder through a transaction
monitoring system, which may or may not be automated, in a manner acceptable to
the Compliance Officer, provided that the Access Person has no reportable
transactions other than those reflected in the confirmations and statements for
such accounts.
6.4 Every
Access Person must submit an Annual Holdings Report in the form attached as
Schedule D to the Compliance Officer, which information must be current as of a
date no more than 45 days before the report is submitted containing the
following information:
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(a)
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the
title and the number of shares, and the principal amount of each Covered
Security in which the Access Person had any direct or indirect beneficial
ownership;
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(b)
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the
name of any broker, dealer or bank with whom the Access Person maintains
an account; and
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(c)
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the
date that the report is submitted by the Access
Person.
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9
Submission
of the Annual Holdings Report, along with copies of the most recent monthly
statement for each person’s securities account, shall satisfy the requirements
of this Section 6.4 regarding submission of an Annual Holdings
Report.
6.5 Any
report may also contain a statement declaring that the reporting or recording of
any such transaction shall not be construed as an admission that the Access
Person making the report has any direct or indirect beneficial ownership in the
security to which the report relates.
6.6 An
Access Person to the Advisor need not make a separate report to the Advisor
under this Section 6 to the extent the information in the report would duplicate
information required to be recorded under Rule 204-2(a)(13) under the Investment
Advisers Act of 1940.
SECTION
7
ADMINISTRATION
AND PROCEDURAL MATTERS
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7.1
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The
Compliance Officer shall:
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(a)
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maintain
a current list of the names of all Access Persons, with an appropriate
description in each case of the titles or employment of such persons,
including a notation of any directorships held by Access Persons, and the
date each such person became an Access
Person.
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(b)
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on
an annual basis, furnish a copy of this Code to each Access
Person;
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(c)
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notify
each Access Person of his or her obligation to file reports as provided by
this Code;
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(d)
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obtain
Initial and Annual Holdings Reports from Access Persons and review Initial
and Annual Holdings Reports;
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(e)
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report
to the Board Members of the Company the facts contained in any reports
filed with the Compliance Officer pursuant to this Code when any such
report indicates that an Access Person purchased or sold a security held
or to be acquired by the Company;
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(f)
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supervise
the implementation of this Code by the Adviser and the enforcement of the
terms hereof by the Adviser;
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(g)
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determine
whether any particular securities transaction should be exempted pursuant
to the provisions of this Code;
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(h)
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issue
either personally or with the assistance of counsel as may be appropriate,
any interpretation of this Code that may appear consistent with the
objectives of Rule 17j-1 and this
Code;
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10
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(i)
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conduct
such inspections or investigations as shall reasonably be required to
detect and report any apparent violations of this Code to the Board
Members of the Company;
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(j)
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review
reports submitted pursuant to this
Code;
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(k)
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maintain
and cause to be maintained in an easily accessible place, the following
records:
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(i)
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a
copy of any Code adopted pursuant to Rule 17j-1 which has been in effect
during the past five years;
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(ii)
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a
record of any violation of any such Code and of any action taken as a
result of such violation;
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(iii)
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a
copy of each report made by the Compliance Officer during the past five
years;
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(iv)
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a
list of all persons who are, or within the past five years have been,
required to make reports pursuant to Rule 17j-1, or who are or were
responsible for reviewing these reports, with an appropriate description
of their title or employment;
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(v)
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a
copy of each report made by an Access Person as required by Section 6 of
the Code, including any information provided in lieu of the reports under
Section 6 of the Code, during the past five years;
and
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(vi)
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a
copy of each report to the Board Members of the Company required by
Section 7.1(e) during the past five years;
and
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(l)
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perform
such other duties as are set forth in this
Code.
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7.2 This
Code may not be amended or modified except in a written form that is
specifically approved by the Board Members of the Company, including a majority
of the Independent Board Members, within six months after such amendment or
modification.
In connection with any such amendment
or modification the Board Members must receive a certification from the
Compliance Officer certifying the procedures reasonably necessary to prevent
Access Persons from violating the Code, as proposed to be amended or modified,
have been adopted.
7.3 The
Compliance Officer may delegate to one or more other officers of the Adviser
such responsibilities of the Compliance Officer as he or she may deem
appropriate; provided, that: (a) any such delegation shall be set forth in
writing and retained as part of the records of the Company and the Adviser and
(b) it shall be the responsibility of the Compliance Officer to supervise the
performance by such persons of the responsibilities that have been delegated to
them.
11
SECTION
8
PROHIBITION
AGAINST INSIDER TRADING
This Section is intended to satisfy the
requirements of Section 204A of the Advisers Act, which is applicable to the
Adviser and requires that the Adviser establish and enforce procedures designed
to prevent the misuse of material, non-public information by its associated
persons. It applies to all employees of the Company and the Adviser as well as
to Board Members of the Company. Trading securities while in possession of
material, non-public information, or improperly communicating that information
to others, may expose an employee or Board Member to severe penalties. Criminal
sanctions may include a fine of up to $1,000,000 and/or imprisonment for up to
ten years (25 years if their actions constitute fraud). The SEC can recover the
profits gained or losses avoided through the violative trading, a penalty of up
to three times the illicit windfall, and an order permanently barring an Adviser
Employee from the securities industry. Finally, an employee or Board Member may
be sued by investors seeking to recover damages for insider trading
violations.
8.1 Prohibited
Transactions. When an employee or Board Member of the Company or the
Adviser knows material, nonpublic information about the Company, he or she may
not: (a) trade in the Company’s securities, (b) advise others to buy, hold, or
sell the Company’s securities, (c) have others trade for him or her in Company
securities, (d) disclose or communicate the information to anyone else who might
then trade (“tip”), or (e) assist anyone in any of these activities.
Transactions that may be necessary or justifiable for independent reasons (such
as the need to raise money for an emergency) are not an exception to the
prohibition on insider trading. In addition, a Related Party of an employee or
Board Member of the Company or the Adviser may not purchase Company securities
while such employee or Board Member, as applicable, is in possession of
material, nonpublic information, even if the employee or Board Member does not
actually “tip” the Related Party regarding such information, and (ii) a Related
Party of a Section 16 Employee (as hereinafter defined) or an Access Person is
subject to the preclearance and trading window restrictions set forth
below.
8.2 Transactions in Securities
of Portfolio Companies. Employees and Board Members also may learn
material, nonpublic information about other companies from time to time as a
result of their positions. Prohibitions against insider trading apply equally to
transactions in those companies’ securities while the employee or Board Member
is in possession of their material, nonpublic information. Contacts with
portfolio companies or prospective portfolio companies will sometimes be a part
of an employee’s research efforts. Employees of the Adviser may make investment
decisions on the basis of conclusions formed through such contacts and analysis
of publicly available information. Difficult legal issues arise, however, when,
in the course of these contacts, an employee or Board Member becomes aware of
material, non-public information. This could happen, for example, if a portfolio
company’s chief financial officer prematurely discloses quarterly results to an
employee or an investor relations representative makes selective disclosure of
adverse news to a handful of investors. In such situations, an employee or Board
Member must make a judgment as to his or her further conduct. To protect
yourself, clients, the Company, and the Adviser, an employee and Board Member
should contact the Compliance Officer immediately if he or she believes that he
or she may have received material, non-public information.
12
8.3 Short Sales.
Employees and Board Members of the Company and the Adviser, regardless of
whether or not they are aware of material, nonpublic information about the
Company, may not engage in short sales of the Company’s securities.
8.4 Material Information.
Information is “material” where there is a substantial likelihood that a
reasonable investor would consider it important in making his or her investment
decisions. Generally, this includes any information the disclosure of which will
have a substantial effect on the price of a security. No simple test exists to
determine when information is material; assessments of materiality involve a
highly fact specific inquiry. For this reason, employees and Board Members
should direct any questions about whether information is material to the
Compliance Officer. Material information often relates to a company’s results
and operations, including, for example, quarterly and year-end earnings and
significant changes in financial performance, outlook, or liquidity; portfolio
valuation and net asset value announcements; changes in dividend policies or
amounts; changes in previously released earnings estimates; significant merger
or acquisition proposals or agreements; major litigation, liquidity problems;
stock splits; private or public securities offerings; and extraordinary
management developments. Material information may also relate to the market for
a company’s securities. Information about a significant order
to purchase or sell securities may, in some contexts, be material.
Pre-publication information regarding reports in the financial press may also be
material.
8.5 Nonpublic
Information. Information is “public” when it has been disseminated
broadly to investors in the marketplace. For example, information is public
after it has become available to the general public through a public filing with
the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or
some other publication of general circulation, and after sufficient time has
passed so that the information has been disseminated widely. Generally, no
transaction should take place until the next business day after the disclosure
of material information.
8.6 Review Prior to Executing a
Trade. An employee or Board Member of the Company or the Adviser, before
executing any trade for himself or herself, or others, including the Company or
other accounts managed by the Adviser or by a stockholder of the Adviser, or any
affiliate of the stockholder (“Client Accounts”),
must determine whether he or she has material, non-public information. An
employee or Board Member who believes he or she is in possession of material,
non-public information must take the following steps:
|
(a)
|
Report
the information and proposed trade immediately to the Compliance
Officer;
|
|
(b)
|
Do
not purchase or sell the securities on behalf of anyone, including Client
Accounts; and
|
|
(c)
|
Do
not communicate the information to any person, other than to the
Compliance Officer.
|
13
After the
Compliance Officer has reviewed the issue, the Adviser will determine whether
the information is material and non-public and, if so, what action the Adviser
and the employee or Board Member, as applicable, should take. Employees and
Board Members must consult with the Compliance Officer before taking any action.
This degree of caution will protect employees, Board Members, clients, the
Company, and the Adviser.
8.7 Rule 10b5-1 Trading
Plans. An employee or Board Member of the Company or the Adviser may
trade in Company securities regardless of his or her awareness of material,
nonpublic information if the transaction is made pursuant to a pre-arranged
trading plan that was entered into when the employee was not in possession of
material, nonpublic information (a “Rule 10b5-1 Trading
Plan”). Any such Rule 10b5-1 Trading Plans must (a) be written, (b)
specify the amount of, date(s) on, and price(s) at which the securities are to
be traded or establish a formula for determining such items, and (c) receive
prior approval from the Compliance Officer. A Rule 10b5-1 Trading Plan may not
be adopted when an employee or Board Member is in possession of material,
nonpublic information about the Company. Furthermore, an employee or Board
Member may amend or replace his or her Rule 10b5-1 Trading Plan only during
periods when trading is permitted in accordance with this Code.
8.8 Preclearance
Procedures for
Section 16
Employees and Access
Persons. Certain Company employees who are
subject to the reporting provisions and the trading restrictions of Section 16
of the Securities Exchange Act of 1934, as amended (“Section 16
Employees”), as well as Access Persons, may trade in Company securities only
at certain times throughout the year (“trading
windows”) and only after first obtaining
prior approval for a trade
from the Compliance Officer
at least two (2) days, but no more than five (5) days, prior to the proposed
trade.
The Compliance Officer may reject any
trading request made by a Section 16 Employee or an Access Person at his or her sole and reasonable
discretion. An employee or
Board Member who is deemed
by the Company to be a
Section 16 Employee and/or
Access Person will be notified of such a decision by
the Compliance Officer.
8.9 Trading
Windows for Section 16 Employees. Subject to being precleared by
the Compliance Officer, Section 16
Employees may trade in Company securities only during the period beginning on
the first full trading day
following the Company’s
widespread public release of quarterly or year-end earnings, and ending at the
close of trading on the last business day of the second month of the fiscal
quarter in which the earnings are released (e.g., if the Company releases first
quarter earnings on Tuesday, May 6th, Section 16 Employees will have a trading
window that is open from Wednesday, May 7th, through the last business day in
May).
8.10 Trading
Windows for Access
Persons. Subject to being precleared by
the Compliance Officer, an Access Person may trade in Company securities only
during the period beginning on the first full trading day following the
Company’s widespread public
release of quarterly or year-end earnings, and ending at the close of trading on
the last business day of the fiscal quarter in which the earnings are released
(e.g., if the Company releases first quarter earnings on Tuesday, May 6th,
Access Persons will have a trading window that is open
from Wednesday, May 7th, through the last business day in
June).
14
8.11 Hardship
Cases.
The Compliance Officer may, on a
case-by-case basis, authorize trading in Company securities by Section 16
Employees and Access
Persons outside of the
applicable trading windows due to financial hardship or other hardships, but only if:
(a) the employee
or Board Member
who wishes to trade has, at
least two (2) days prior to the anticipated trade date, notified the Compliance
Officer in writing of the circumstances of the hardship and the amount and
nature of the proposed
trade(s) and (b) the person
trading is not in possession of material, nonpublic information concerning the
Company and has certified that fact in writing to the Compliance
Officer.
8.12 Additional
Prohibited Transactions.
The Company considers it
improper and inappropriate for any Section 16 Employee or Access Person to engage in speculative transactions in
the Company's securities.
It is therefore the Company’s policy that, in addition to the
prohibited transactions described above, Section 16 Employees and Access Persons may not engage in any of the following
transactions with respect
to the Company's securities: (a) publicly traded options and
(b) hedging transactions
(such as zero-cost collars
and forward sales contracts).
8.13 Reporting
Violations. Any employee or Board Member who becomes aware of a violation of
this insider trading policy
should report such
violation to his or her supervisor or the Compliance
Officer.
8.14 Legal
Review. Whenever an employee or Board Member has any questions about a transaction
or compliance with this insider trading policy or seeks an exception from this
policy, he or she should consult with
the Compliance Officer
before the transaction
takes place. Although the Compliance Officer’s advice should not be considered
investment advice or a guarantee that no liability will arise, all decisions by
the Compliance Officer with
respect to this policy will
be final.
SECTION
9
SANCTIONS
Any violation of this Code shall be
subject to the imposition of such sanctions by the Company and the Adviser as
may be deemed appropriate under the circumstances to achieve the purposes of
Rule 17j-1 and this Code. Any sanctions to be imposed by the Company shall be
determined by the Committee of Independent Directors of the Company. Any
sanctions to be imposed by the Adviser shall be designated by the Adviser.
Sanctions may include, but are not limited to, suspension or termination of
employment, a letter of censure and/or restitution of an amount equal to the
difference between the price paid or received by the Company and the more
advantageous price paid or received by the offending person.
15
SECTION
10
REVIEW OF
REPORTS
The Compliance Officer shall be
responsible for reviewing all reports filed with the Company or the Adviser
pursuant to Section 6 of this Code. Such officer shall indicate on each report
the date of his review and shall sign each report to indicate that it has been
reviewed. Such officer shall report to the Committee of the Independent
Directors of the Company any violations of this Code that come to his or her
attention in such review.
SECTION
11
INVESTMENT
ADVISERS
Prior to retaining the services of an
investment adviser or principal underwriter for the Company, the Board of
Directors of the Company shall review the Code of Ethics adopted pursuant to
paragraph (b)(1)(i) of Rule 17j-1 under the 1940 Act by such investment adviser
or principal underwriter, and shall receive a certification from such investment
adviser or principal underwriter that it has adopted such procedures as are
necessary to prevent Access Persons from violating such code.
SECTION
12
PERIODIC
REVIEW
The Board of Directors (including a
majority of the Independent Directors) of the Company shall review and evaluate
this Code and a summary of the Reports filed by Access Persons (prepared by the
Compliance Officer) at least once a year to determine that each Access Person is
complying with the requirements of the Code and to determine that this Code
contains such provisions as are reasonably necessary to prevent Access Persons
from engaging in any act, practice, or course of business prohibited by
paragraph (a) of Rule 17j-1.
No less frequently than annually, the
Compliance Officer shall furnish the Board of Directors of the Company a
report:
|
(a)
|
Describing
issues arising under this Code of Ethics since the last report to the
Board, including but not limited to, information about material violations
of the Code, sanctions imposed in response to such violations, changes
made to the Code or procedures, and any proposed or recommended changes to
the Code or procedures, and
|
|
(b)
|
Certifying
that the Company and the Adviser each have adopted such procedures as are
reasonably necessary to prevent Access Persons from violating the
Code.
|
16
SECTION
13
CONFIDENTIALITY
All information obtained from any
Access Person hereunder shall be kept in strict confidence, except that reports
of securities transactions hereunder will be made available to the SEC or any
other regulatory or self-regulatory organization only to the extent required by
law or regulation.
SECTION
14
OTHER
LAWS, RULES AND STATEMENTS OF POLICY
Nothing contained in this Code shall be
interpreted as relieving any Access Person from acting in accordance with the
provisions of any applicable law, rule or regulation or any other statement of
policy or procedure governing the conduct of such person adopted by the Company
or the Adviser.
SECTION
15
FURTHER
INFORMATION
If any person has any question with
regard to the applicability of the provisions of this Code generally or with
regard to any securities transaction or transactions, he or she should consult
the Compliance Officer. As of the date hereof, the Compliance Officer is John H.
Homier or such person or persons to whom he shall delegate such duty from time
to time.
SECTION
16
CERTIFICATION
OF ACCESS PERSONS
All Access Persons of the Company must
submit a certificate (a form of which is attached as Schedule E) that they have
read and understand this Code and recognize that as an Access Person they are
subject to the terms of this Code. All Access Persons of the Company or the
Adviser shall agree to certify on an annual basis (a form of which is attached
as Schedule F) that they have complied with the requirements of this Code and
that they have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of this
Code.
Dated: December
3, 2009
17
SCHEDULE
A
NGP
CAPITAL RESOURCES COMPANY
NGP
INVESTMENT ADVISOR, LP
REQUEST
FOR PERMISSION TO
ENGAGE IN
PERSONAL SECURITIES TRANSACTION
To the
Clearing Officer:
On each of the dates proposed below, I
hereby request permission to effect a transaction in securities as indicated
below on behalf of myself, my family (spouse, minor children, or adults living
in my household), trusts of which I am trustee of or other accounts in which I
have a beneficial ownership interest or legal title.
(Use approximate dates and amounts
of proposed transactions)
Name
of Security
|
Proposed
Date of
Transaction
|
No.
of Shares
or
Principal
Amount
|
Dollar
Amount
of
Transaction
|
Nature
of Transaction (Purchase, Sale, Other)
|
Broker/Dealer
or Bank
|
Share
Price
|
|
Name:
|
|
|
Position
with Company:
|
Date:
|
Signature:
|
Permission
Granted
|
Permission
Denied
|
Date:
|
Signature:
|
|||||
|
Clearing Officer |
SCHEDULE
B
NGP
CAPITAL RESOURCES COMPANY
NPG
INVESTMENT ADVISOR, LP
INITIAL
REPORT OF SECURITIES
To the
Compliance Officer:
On the date indicated, the following
are Covered Securities of which I, my family (spouse, minor children, or adults
living in my household) or trusts of which I am trustee, possessed direct or
indirect “beneficial ownership.” If there were no such securities, I
have so indicated by typing or printing “NONE.” I certify that all my personal
securities accounts are listed below. I further certify that, other than those
securities listed below, I hold no Covered Securities in which I may be deemed
to have beneficial ownership other than in the personal securities accounts
listed.*
Name
of Security
|
No.
of Shares or
Principal
Amount
|
Broker/Dealer
or Bank
|
Account
No.
|
This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.
Date:
|
Signature:
|
|
Printed
Name
|
|
|
Company:
|
|
Position
with Company:
|
*
Information may be provided by attaching the most recent monthly statement for
each account, along with confirmations of any transactions effected since the
date of such statements. Information must be current as of a date no
more than 45 days prior to the date the person becomes and Access
Person.
SCHEDULE
C
NGP
CAPITAL RESOURCES COMPANY
NPG
INVESTMENT ADVISOR, LP
QUARTERLY
REPORT OF SECURITIES TRANSACTIONS
To the
Compliance Officer:
I certify that this report, together
with the confirmations and statements for any personal securities accounts as to
which I have arranged for the Compliance Officer to receive duplicate
confirmations and statements, identifies all transactions, if any, during the
calendar quarter which were effected in securities of which I, my family
(spouse, minor children, or adults living in my household), or trusts of which I
am trustee, participated or acquired or disposed of, direct or indirect
“beneficial ownership.” If no such transactions were effected, I have
so indicated by typing or printing “NONE.” Use reverse side if additional space
is needed.
Name
of Security
|
Date
|
No.
of Shares
and
Principal
Amount
|
Dollar
Amount
of
Transaction
|
Nature
of Transaction (Purchase, Sale, Other)
|
Account
|
Executing
Broker
|
This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.
Date:
|
Signature:
|
|
Print
Name:
|
|
|
Company:
|
|
Position
with Company:
|
SCHEDULE
D
NGP
CAPITAL RESOURCES COMPANY
NPG
INVESTMENT ADVISOR, LP
ANNUAL
REPORT OF SECURITIES
To the
Compliance Officer:
On the date indicated, the following
are Covered Securities of which I, my family (spouse, minor children, or adults
living in my household) or trusts of which I am trustee, possessed direct or
indirect “beneficial ownership.” If there were no such
securities, I have so indicated by typing or printing “NONE.” I
certify that all my personal securities accounts are listed below. I further
certify that, other than those securities listed below, I hold no Covered
Securities in which I may be deemed to have beneficial ownership other than in
the personal securities accounts listed.*
Name
of Security
|
No.
of Shares or
Principal
Amount
|
Broker/Dealer
or Bank
|
Account
No.
|
This report (i) excludes transactions
with respect to which I had no direct or indirect influence or control, (ii) any
other transactions not required to be reported under the Code and (iii) is not
an admission that I have or had any direct or indirect beneficial ownership in
the securities listed above.
Date:
|
Signature:
|
|
Printed
Name:
|
|
|
Company:
|
|
Position
with Company:
|
*
Information may be provided by attaching the most recent monthly statement for
each account, along with confirmations of any transactions effected since the
date of such statements
SCHEDULE
E
CERTIFICATION
OF COMPLIANCE WITH CODE OF ETHICS
Attention:
|
Compliance
Officer
|
I certify that I have read and
understand the Amended and Restated Code of Ethics of NGP Capital Resources
Company and NGP Investment Advisor, LP (the “Code”), a copy of which has been
provided to me., I recognize that the provisions of the Code apply to me and
agree to comply in all respects with the procedures described
therein.
I hereby agree to certify on an annual
basis that I have complied with the requirements of the Code and I have
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
I am a director of the following public
and private companies:
.
IN WITNESS WHEREOF, the undersigned has
caused this Certification to be executed and delivered as of the date
hereof.
|
Name:
|
||||
Title: | |||||
Dated: |
SCHEDULE
F
ANNUAL
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
Attention:
|
Compliance
Officer
|
I certify that I have read and
understand the Amended and Restated Code of Ethics of NGP Capital Resources
Company and NGP Investment Advisor, LP (the “Code”), a copy of which has been
provided to me., I recognize that the provisions of the Code apply to me and
agree to comply in all respects with the procedures described
therein.
I certify that I have complied in all
respects with the requirements of the Code as in effect during the past year. I
also certify that all transactions during the past year that were required to be
reported by me pursuant to the Code have been reported in Quarterly Transaction
Reports that I have filed or in confirmations and statements for my personal
securities accounts that have been sent to you.
I am a director of the following public
and private companies:
.
IN WITNESS WHEREOF, the undersigned has
caused this Certification to be executed and delivered as of the date
hereof.
|
Name:
|
||||
Title: | |||||
Dated: |