(a)
|
To
employ any device, scheme or artifice to defraud such registered
investment company;
|
(b)
|
To
make to such registered investment company any untrue statement of
a
material fact or omit to state to such registered investment company
any
material fact necessary in order to make the statements, in light
of the
circumstances under which they are made, not
misleading;
|
(c)
|
To
engage in any act, practice, or course of business which operates
or would
operate as a fraud or deceit upon any such registered investment
company;
or
|
(d)
|
To
engage in any manipulative practice with respect to such registered
investment company.
|
(a)
|
"Access
Person" means any director, officer or Advisory Person of the Company.
The
term includes any entity or account in which an Access Person (together
with immediate family members) has a 25% or greater beneficial interest
or
where multiple Access Persons have a 50% or greater beneficial
interest.
|
(b)
|
"Advisory
Person" of the Company means (1) any employee of the Company or of
any
company in a control relationship to the Company who, in connection
with
his 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 (2) any other natural
person
in a control relationship to the Company who obtains information
reasonably contemporaneously concerning recommendations made to the
Company with regard to the purchase or sale of Covered
Securities.
|
(c)
|
"Affiliated
Person" means, in reference to the Company, (i) any person owning
or
holding with the power to vote 5% or more of the outstanding voting
securities of the Company or of which the Company owns or holds with
power
to vote 5% or more of the outstanding voting securities, (ii) any
director, officer or employee of the Company or (iii) any person
controlling, controlled by or under common control with the
Company.
|
(d)
|
A
Covered Security is "being considered for purchase or sale" when,
in the
case of a potential purchase, the Company has commenced or completed
due
diligence and has not determined not to seek to acquire such security
and,
in the case of a sale, the Company has commenced formal consideration
of
whether to sell such security and has not determined not to seek
to sell
it.
|
(e)
|
"Beneficial
Ownership" means an interest in securities, the financial benefits
of
which are enjoyed, directly or indirectly, by the person in question
by
reason of ownership or any contract, understanding, relationship,
agreement, or other arrangement, and by reason of which such person
should
be regarded as the true owner. It is not relevant whether such securities
are registered or standing on the books of the issuer in the name
of such
person or some other person. Thus, for example, securities held for
a
person' s benefit in the names of others, such as nominees, trustees
and
other fiduciaries, securities held by any partnership of which a
person is
a partner, and securities held by any corporation which is controlled
by a
person (directly or through intermediaries), would be deemed to be
beneficially owned by said person. Similarly,
a person ordinarily obtains benefits equivalent to ownership from,
and
thus is generally regarded as the "beneficial owner" of, securities
held
in the name of a spouse, a minor child, or an immediate family member
living in the same household or substantially dependent on such person
for
support. As
a consequence, you normally need to obtain prior approval for, and
report,
any transaction by a member of your immediate family that you would
need
to report or obtain prior approval for if you were engaging in the
transaction yourself.
Other illustrations of benefits substantially equivalent to those
of
ownership include application of the income derived from securities
to
maintain a common home and application of the income derived from
securities to meet expenses which the person otherwise would meet
from
other sources. In some cases a fiduciary, such as a trustee, may
have
beneficial ownership by having or sharing voting or investment power
with
respect to such securities even if such person does not have a financial
interest in the securities.
|
(f)
|
"Chief
Compliance Officer" means the individual appointed to that position
by the
Board of Directors; provided that, for purposes of determinations
under
this Code of Ethics, in the absence of the Chief Compliance Officer,
either the Chief Operating Officer or the Chief Financial Officer
may be
treated as the Chief Compliance Officer and that, for purposes of
determinations regarding the Chief Compliance Officer, one of such
other
individuals shall be treated as the Chief Compliance
Officer.
|
(g)
|
"Control"
means the power to exercise a controlling influence over the management
or
policies of a company; however, control does not include such power
arising solely as the result of an official position with such
company.
|
(h)
|
"Covered
Security" means a security as defined in Section 2(a)(36) of the
1940 Act,
except that it does not include (i) direct obligations of the Government
of the United States, (ii) banker's acceptances, bank certificates
of
deposit, commercial paper and high-quality short-term debt instruments,
including repurchase agreements, and (iii) shares issued by open-end
registered investment companies.
|
(i)
|
"Independent
Director" means a director of the Company who is not an "interested
person" of the Company within the meaning of Section 2(a)(19) of
the Act.
A director is not deemed an interested person of the Company solely
by
reason of his being a member of the Board of Directors or an owner
of less
than 5% of the voting securities of the
Company.
|
(j)
|
"Insider
Trading" generally means trading in a security on the basis of Material
Non-Public Information in violation of a duty to the marketplace,
the
issuer, the person's employer or client or the like. Passing Material
Non-Public Information to another person in violation of such a duty
may
also be treated as Insider Trading. The circumstances in which such
a duty
exists are not easily defined. An Access Person of the Company who
has
Material Non-Public Information about a security should assume that
he or
she has such a duty unless the Chief Compliance Officer makes a contrary
determination.
|
(k)
|
"Interested
Person" of the Company means any affiliated person of the Company,
any
such affiliated person's family member, any legal counsel or employee
thereof that has performed legal services for the Company during
the
preceding two fiscal years, any broker-dealer or associated person
or
direct or indirect shareholders therein that has performed securities
transactions for the Company during the preceding six months, or
anyone
the SEC deems to have a material professional relationship with the
Company or its chief executive officer, or any interested person
of any
investment advisor or principal underwriter of the Company. However,
the
term does not include any person solely by reason of his being a
director
of the Company or his ownership or anyone the SEC deems to have a
material
professional relationship of less than 5% of the voting securities
issued
by the Company.
|
(l)
|
"Material
Non-Public Information" is information that is both material and
non-public. For this purpose, information is considered material
if there
is a substantial likelihood that a reasonable investor would consider
it
important in deciding how to act. If the information has influenced
a
person's investment decision, it would be very likely to be considered
material. In addition, information that, when disclosed, is likely
to have
a direct effect on the stock's price should be treated as material.
Examples include information concerning impending mergers, sales
of
subsidiaries, significant revenue or earnings swings, dividend changes,
impending securities offerings, awards of patents, technological
developments, impending product announcements, impending financial
news
and other major corporate events. Information is non-public when
it has
not been disseminated in a manner making it available to investors
generally. Information is public once it has been publicly disseminated,
such as when it is reported in widely disseminated news services
and/or
publications, and investors have had a reasonable time to react to
the
information. Once the information has become public, it may be traded
on
freely.
|
(m)
|
"Purchase
or Sale of a Covered Security" includes, among other things, the
purchase
or sale of an option to purchase or sell a Covered Security or entering
into any contract such as a swap the value or payout of which varies
with
the value of such Covered Security.
|
1.
|
General
Prohibition.
Except as permitted by the Exempted Transaction provisions or with
prior
written approval from the Chief Compliance Officer, 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 such Access Person knows
or should
have known at the time of such purchase or
sale:
|
(a)
|
is
issued by a person that is or proposes to be engaged to a substantial
extent in micro or nano technologies and does not have outstanding
any
equity securities as to which it is obligated to file periodic reports
with the SEC; or
|
(b)
|
is
being considered for purchase or sale by the Company,
|
(c)
|
is
being held, purchased or sold by the Company,
or
|
(d)
|
is
Company stock.
|
2.
|
No
Access Person shall reveal to any other person (except in the normal
course of his duties on behalf of the Company) any information regarding
Covered Securities being considered for purchase or sale by the
Company.
|
3.
|
No
Access Person shall engage in Insider Trading whether for his own
benefit
or the benefit of the Company or
others.
|
4.
|
No
Access Person shall make or participate in the formation of
recommendations concerning the purchase or sale by the Company of
any
Covered Security if such Access Person has Beneficial Ownership of
any
Covered Securities of the same issuer or has any other business
relationship with such issuer, without disclosing to the Chief Compliance
Officer any interest such Access Person has in such Covered Securities
or
issuer.
|
5.
|
No
Access Person of the Company shall participate in any Covered Securities
transaction on a joint basis with the Company without the prior written
approval of the Chief Compliance
Officer.
|
6.
|
Except
as permitted by the Exempted Transactions provisions or with prior
written
approval from the Chief Compliance Officer, no Advisory Person shall
purchase, directly or indirectly, any Covered Securities in which
he or
she by reason of such transaction acquires any direct or indirect
Beneficial Ownership pursuant to an initial public offering, private
placement or other private offering of Covered Securities. A record
of any
decision to approve the request, and the reasons underlying the decision,
must be maintained for at least five years after the end of the fiscal
year in which the approval is granted. In determining whether such
prior
approval shall be granted, the Chief Compliance Officer shall take
into
account whether the opportunity to purchase such Covered Securities
is
being offered to such Advisory Person because of his or her position
with
the Company, and whether the opportunity to purchase such Covered
Security
should be reserved for the Company. Note that the term Advisory Person
generally does not include Independent Directors, who may accordingly
generally acquire securities in initial public offerings without
prior
written approval.
|
7.
|
Advisory
Persons are prohibited from receiving any gift or other things of
more
than de
minimis
value (generally less than $200) from any person or entity that does
business with or on behalf of the Company. Gifts received in excess
of
$100 must be reported to the Chief Compliance
Officer.
|
8.
|
Advisory
Persons must have the Chairman's prior written authorization to serve
on
any boards of directors, or be a trustee or the equivalent, of outside
companies including charitable and non-profit organizations and
foundations other than (at the request of the Company) any company
in
which the Company has an investment. In the case of the Chairman
of the
Company, the Independent Directors Committee shall approve serving
on any
such non-Company investee board.
|
9.
|
No
Access Person may sell short any security issued by the Company or
by a
portfolio company or take a short equivalent position in any related
security.
|
1.
|
If
an Access Person has obtained pre-approval for a purchase or sale
of
Company stock but has not purchased or sold the stock within 24 hours,
such Access Person shall verify that the Company's stock is not on
the
restricted list and is not being placed on the restricted list before
buying or selling such stock and must in any event complete such
purchase
or sale within 68 hours after receiving approval. Access Persons
may
purchase or sell the Company's stock or a related security on a long
only
basis.
|
2.
|
Form
4 is generally required to be filed with the SEC within 2 business
days
following a purchase, sale, transaction, gift (or receipt thereof)
in the
Company's stock or related securities by a Director or executive
officer
of the Company. Details of any such transaction must be sent to the
Chief
Compliance Officer or to his/her designee, preferably by email or
fax, on
the same day as the transaction so that a Form 4 may be completed
accurately and on a timely basis.
|
(a)
|
Purchases
or sales of common stock of public companies (other than the Company,
initial public offerings or nanotechnology companies that trade over
the
counter) that are not held by the Company, U.S. government and government
agency securities, municipal securities, non-convertible debt and
preferred securities of public companies and securities of investment
companies.
|
(b)
|
Purchases
or sales effected in any account in which the Access Person does
not have
direct or indirect Beneficial Ownership of the holdings of such account
(such as open-end mutual funds).
|
(c)
|
Purchases
or sales effected in any account over which the Access Person has
no
direct or indirect influence or control or in any account which is
managed
on a discretionary basis by a person other than such Access Person
and
with respect to which such Access Person does not in fact have or
seek to
exercise influence or control over such transactions. No account
shall be
treated as qualifying for the foregoing exception without the prior
written approval of the Chief Compliance Officer.
|
(d)
|
Purchases
or sales which are non-volitional on the part of the Access Person
(such
as a merger).
|
(e)
|
Purchases
which are part of an automatic dividend reinvestment
plan.
|
(f)
|
Purchases
effected upon the 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.
|
(g)
|
Exercises
of options on the Company's stock that have been approved by the
Chief
Compliance Officer either in connection with a 10b5-1 trading plan
or
Option Exercise Notice Form.
|
(h)
|
Sale
of shares pursuant to a 10b5-1 trading plan approved by the Chief
Compliance Officer.
|
·
|
Material
Non-Public Information should be communicated only when there exists
a
justifiable business reason to do so. Before such information about
a
public company is communicated to persons outside the Company, the
Access
Person must consult with the Chief Compliance
Officer.
|
·
|
Access
Persons should not discuss confidential matters in elevators, hallways,
restaurants, airplanes, taxis, or any place where they might be
overheard.
|
·
|
Access
Persons should not read confidential documents in public places or
discard
them where others can retrieve them. Access Persons should not carry
confidential documents in an exposed
manner.
|
·
|
Access
Persons should not discuss confidential business information with
spouses
or other relatives or with friends.
|
·
|
Access
Persons should avoid even the appearance of an impropriety. Serious
repercussions may follow Insider Trading and the law proscribing
Insider
Trading is constantly changing.
|
·
|
Access
Persons should assume that all confidential information about the
Company
and other public companies is Material Non-Public Information, the
use or
dissemination of which for other than a legitimate business purpose
would
be wrong.
|
1.
|
Applicability.
All Access Persons are subject to each of the reporting requirements
set
forth in paragraph 2 below except:
|
(a)
|
as
set forth in items (b), (c) and (d) of the Exempted Transactions
provisions;
|
(b)
|
a
Disinterested Director who would be required to make a report solely
by
reason of being a Director need not make an initial holdings report
or an
annual holdings report. Furthermore, such Disinterested Director
need not
make a quarterly transaction report regarding any Covered Security
other
than one covered by 1(a) of the Restrictions on Personal Investing
Activity for Access Persons (private micro and nano technology companies)
and other than one regarding which the Director knew or, in the ordinary
course of fulfilling his or her official duties as a Director, should
have
known during the 15-day period either immediately before or after
the
Director's transaction in a Covered Security, that the security in
question was being considered for purchase or
sale;
|
(c)
|
an
Access Person need not make a quarterly transaction report to the
extent
the report would duplicate information contained in broker trade
confirmations or account statements received by the Company with
respect
to the Access Person.
|
2.
|
Report
Types.
|
(a)
|
Initial
Holdings Report.
An Access Person required to file an initial holdings report must
file
such report not later than 10 days after the person 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). Subject
to
the relevant exceptions set forth in the preceding Section (1), the
initial report must (i) contain the title, number of units or principal
amount of each Covered Security in which the Access Person had any
direct
or indirect Beneficial Ownership when the person became an Access
Person;
(ii) identify the account and any broker, dealer, bank or similar
intermediary with whom the Access Person maintained an account in
which
any Covered Securities were held for the direct or indirect benefit
of the
Access Person, and (iii) indicate the date that the report is filed
with
the Chief Compliance Officer.
|
(b)
|
Quarterly
Transactions Report.
Each Access Person required to file a quarterly transaction report
must
file such report not later than 30 days after the end of each calendar
quarter. With respect to any transaction made during the reporting
quarter, subject to the relevant exceptions set forth in the preceding
Section (1), the quarterly transaction report must contain (i) the
transaction date, title, interest date and maturity date (if applicable),
the number of units or principal amount of each Covered Security;
(ii) the
nature of the transaction; (iii) the price of the Covered Security
at
which the transaction occurred; (iv) the name of the broker, dealer,
bank
or similar intermediary through which the transaction was effected;
and
(v) the date that the report is submitted by the Access Person. With
respect to any account established by an Access Person during the
reporting quarter in which Covered Securities were held, the Access
Person
must report the date the account was established and the date the
report
is submitted.
|
(c)
|
Annual
Holdings Report.
An Access Person required to file annually an annual holdings report
must
file such report not later than 60 days after the end of each calendar
year of each year (such information to be current as of a date no
more
than 45 days before the report is submitted). Subject to the relevant
exceptions set forth in the preceding Section (1), the annual report
must
contain (i) the title, number of units or principal amount of each
Covered
Security in which the Access Person had any direct or indirect Beneficial
Ownership; (ii) the name of any broker, dealer, bank or similar
intermediary at which any securities are held for the direct or indirect
benefit of the Access Person; and (iii) the date the report is submitted.
|
(d)
|
Confirmations
and Account Statements.
Every Access Person shall direct each of his or her brokers, dealers,
banks and similar intermediaries to provide to the Chief Compliance
Officer duplicate confirmations of all transactions in any Covered
Security in which he or she has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership. Each
Access Person shall provide to the Company for its records the name
of the
broker, dealer or bank with or through which any account was established
in which any securities were held for the direct or indirect benefit
of
the Access Person, including the date the account was established.
|
(e)
|
Annual
Certification.
Each Access Person must annually certify that such person has read
this
Code of Ethics, understands its requirements regarding such person
and his
immediate family and has complied with such requirements throughout
the
period during which such person was an Access Person during the previous
year. Such certification shall be submitted to the Chief Compliance
Officer within 10 days after the receipt of the certification request
from
the Company.
|
(f)
|
Company
Reports.
No less frequently than annually, the Company must furnish to the
Board of
Directors and the Board of Directors must consider, a written report
that:
(i) describes any issues arising under the Code of Ethics or procedures
since the last report to the Board of Directors, including but not
limited
to, information about material violations of the code or procedures
and
sanctions imposed in response to the material violations; and (ii)
certifies that the Company has adopted procedures reasonably necessary
to
prevent Access Persons from violating the
Code.
|
(g)
|
Disclaimer
of Beneficial Ownership.
Any report required under this Code may contain a statement that
the
report shall not be construed as an admission by the person submitting
such duplicate confirmation or account statement or making such report
that he or she has any direct or indirect Beneficial Ownership in
the
Covered Security to which the report
relates.
|
(h)
|
Review
of Reports.
The reports, certifications, duplicate confirmations and account
statements required to be submitted under this Code shall be delivered
to
the Chief Compliance Officer. The Chief Compliance Officer shall
review
such reports, duplicate confirmations and account statements to determine
whether any transactions recorded therein appear to constitute a
violation
of the Code of Ethics. Before making any determination that a violation
has been committed by any Access Person, such Access Person shall
be given
an opportunity to supply additional explanatory material. The Chief
Compliance Officer shall maintain copies of the reports, confirmations
and
account statements as required by Rule
17j-1(f).
|
(i)
|
Confidentiality.
All reports of Covered Securities transactions, duplicate confirmations,
account statements and any other information filed with the Company
pursuant to this Code shall be treated as confidential, but are subject
to
review as provided herein and by representatives of the
SEC.
|
·
|
The Company or the portfolio company is in registration; |
·
|
the
Company has learned that an affiliated portfolio company's stock
has a
"black-out" period; and
|
·
|
Access
Persons have Material, Non-Public Information about the Company or
a
portfolio company and have communicated that fact to the Chief Compliance
Officer.
|
(a)
|
A
copy of this Code and any other Code of Ethics of the Company that
is, or
at any time within the prior five years has been, in effect shall
be
preserved in an easily accessible
place.
|
(b)
|
A
record of any violation of the Code and of any action taken as a
result of
such violation shall be preserved in an easily accessible place for
a
period of not less than five years following the end of the fiscal
year in
which the violation occurs.
|
(c)
|
A
copy of each report made or duplicate confirmation or account statement
received pursuant to this Code shall be preserved for a period of
not less
than five years from the end of the fiscal year in which it is made,
the
first two years in an easily accessible
place.
|
(d)
|
A
list of all persons who are, or within the past five years have been,
required to submit duplicate confirmation or account statements or
to make
reports pursuant to this Code shall be maintained in an easily accessible
place.
|
Adopted
on April 26, 2000
|
|
Revised
on September 29, 2004
|
|
Revised
on October 29, 2004
|
|
Revised
on November 3, 2005
|
|
Revised
on November 2, 2006
|
|
Revised
on November 1, 2007
|