All Covered Persons are required to conduct themselves in a manner and with such ethics and integrity so as to avoid a conflict of interest, either real or apparent. Each employee, officer and director has the legal duty to carry out his or her responsibilities with the utmost good faith and loyalty to the Company. An employee, officer and director should never place himself or herself in a position where his or her personal interests could interfere in any way – or even appear to interfere – with the interests of the Company or any of its subsidiaries. Such a situation could arise when an individual takes actions or has interests that may make it difficult to perform his or her Company-related work objectively and effectively.
All directors, officers, and employees of the Company must avoid situations that create a conflict of interest or the appearance or potential for a conflict of interest. A conflict of interest exists when your personal or family interests are either in conflict with the Company’s interests or interfere, or even appear to interfere, with your ability to perform your duties to the Company or responsibilities at work. While conducting the Company’s business, you have a duty to act in the Company’s best interest.
A conflict of interest is any circumstance where an individual’s personal interest interferes with the interests of the Company. All Covered Persons have a duty to avoid financial, business or other relationships that might be opposed to the interests of the Company or might cause a conflict with the performance of their duties. A conflict can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company related work objectively and effectively. Conflicts also may arise when a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
While not every situation contrary to this policy can be listed here, the following situations are prohibited:
- Competing against the Company, including employment or affiliation with a customer, supplier, vendor, competitor, or other company.
- Holding a significant financial interest or owner in a company doing business with or competing with the Company.
- Accepting gifts, gratuities or entertainment from any customer, competitor or supplier of goods or services to the Company except to the extent they are customary and reasonable in amount and not in consideration for an improper action by the recipient.
- Using for personal gain any business opportunities that are identified through your position with the Company.
- Using Company property, information or position for personal gain.
- Conducting any non-Company business that interferes with the proper performance of your role at the Company, such as conducting non-Company business during working hours; using Company property or equipment for non-Company uses.
- Accepting any personal benefit that is or could be interpreted as being given to you because of your role or seniority at the Company or because the donor believes you might be in a position to assist them in the future.
You may not personally take for yourself opportunities that are developed through the use of Company resources, information, or position; use Company property, information, or position for personal gain; or compete with the Company. You have a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Covered Persons are prohibited from (i) taking for themselves opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for personal gain, and/or (iii) competing with the Company. For example, to the extent that a Covered Person learns of an investment opportunity because of their position with the Company, the Covered Person must not disadvantage fund or client accounts by personally taking advantage of the trading opportunity.
The Company is committed to dealing fairly and honestly with its customers, suppliers and competitors. Strong relationships with our customers, suppliers and other third parties are key to the success of our business operations. We expect you to conduct the Company’s business with such parties in a respectful, hospitable, fair, and honest manner.
Doing business in an honest and fair manner with our customers means that we must earn their business based on the quality of our products and services and our ability to fulfill our commitments. Employees may not offer customers (or employees of customers) any benefits, rewards or things of value, which may violate the law, the customer’s policies, or our business practices.
Employees must not accept or seek out any benefit from a supplier or potential supplier that would even appear to compromise their judgment.
Our policy is to compete solely on the merits of our products and services. No false or misleading statements or innuendo about our competitors, their products or their services will be tolerated. All comparisons of our products or services with those of our competitors must be accurate and factually supported. Employees are strictly forbidden from using any illegal or unethical methods to gather competitive information.
You are prohibited from engaging in activities with customers, suppliers, vendors, and other third parties that promote your personal interests ahead of the interests of the Company or otherwise create a conflict of interest, such as:
- Soliciting or accepting kickbacks, bribes, payments, loans or other benefits from a customer, supplier, and other third party;
- Soliciting or accepting personal gifts;
- Holding or acquiring an undisclosed and unapproved financial interest in a customer, supplier and other third party;
- Entering into a personal business transaction with a customer, supplier and other third party that is not reasonable and fair;
- Any activity that takes unfair advantage of a customer, supplier and other third party through concealment, abuse of privileged or confidential information, misrepresentation or fraudulent behavior, or cooperation with such party to take unfair advantage of another party.
Each Covered Person should endeavor to deal fairly with the Company’s customers, suppliers, competitors and Covered Persons and not to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Fraudulent behavior includes, but is not limited to:
- Dishonest conduct;
- Forgery or alteration of negotiable instruments or Company documents;
- Misappropriation or theft of any Company, employee, customer, partner, supplier, or vendor assets;
- Conversion to personal use of cash, securities, supplies, or any other Company assets;
- Unauthorized handling or reporting of Company transactions;
- Falsification of Company records or financial statements, or the inclusion of false statements or information in any Company record or financial statement; and
- Signing the name of a customer, supplier, vendor, or other third party, or their representatives, to any document.