JMC Investment Partnership, LLC in January of 2013 adopted the CFA Asset Manager Code of Conduct and submitted an acknowledgement to the CFA Institute to affirm our compliance with the code. A copy of the code is available upon request and is maintained in an electronic format in the same directory as this document.
This registered investment adviser has adopted a code of ethics to:
As an investment adviser firm, we have an overarching fiduciary duty to our clients. They deserve our undivided loyalty and effort, and their interests come first. We have an obligation to uphold that fiduciary duty and see that our personnel do not take inappropriate advantage of their positions and the access to information that comes with their positions.
The Adviser holds their directors, officers, and employees accountable for adhering to and advocating the following general standards to the best of their knowledge and ability:
Failure to comply with the Adviser's Code of Ethics may result in disciplinary action, including termination of employment.
In accordance with SEC Section 204A, JMC Investment Partnership, LLC strictly prohibits trading personally or on the behalf of others, directly or indirectly, based on the use of material, non-public or confidential information. The firm additionally prohibits the communicating of material non-public information to others in violation of the law. Employees who are aware of the misuse of material nonpublic information should report such to the CCO. This policy applies to all firm employees and associated persons without exception.
The SEC defines material by saying "Information is material if 'there is a substantial likelihood that a reasonable shareholder would consider it important' in making an investment decision." Information is nonpublic if it has not been disseminated in a manner making it available to investors generally.
Please note that SEC's position that the term "material nonpublic information" relates not only to issuers but also to the adviser's securities recommendations and client securities holdings and transactions.
The prohibitions of this section of this Code of Ethics shall not apply to:
JMC Investment Partnership, LLC has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. All supervised persons must refrain from engaging in any activity or having a personal interest that presents a "conflict of interest." A conflict of interest may arise if your personal interest interferes, or appears to interfere, with the interests of the Adviser or its clients. A conflict of interest can arise whenever you take action or have an interest that makes it difficult for you to perform your duties and responsibilities for the Adviser honestly, objectively and effectively.
While it is impossible to describe all of the possible circumstances under which a conflict of interest may arise, listed below are situations that most likely could result in a conflict of interest and that are prohibited under this Code of Ethics:
Access persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the CCO. If the CCO deems the disclosed interest to present a material conflict, the investment personnel may not participate in any decision-making process regarding the securities of that issuer.
JMC Investment Partnership, LLC seeks to maintain a system that ensures it does not favor one client's account over another client's account with respect to trading and timing of trades. To accomplish this, JMC will utilize an alphabetical system to determine the order in which trades are executed for all client accounts. When trades are made for clients who are invested in any of JMC's portfolio's they will be executed in the
following order (by portfolio); odd days (for example, October 1): alphabetical by last name starting at the beginning of the alphabet (A-Z); even days (for example, October 2): alphabetical by last name starting at the end of the alphabet (Z-A). If there are multiple clients with the same last name then the client's first letter of their first name shall be used to determine trading order based on the same standards set above. If a client has multiple accounts where trades are to occur, then the client's last four digits of their account number will be used to determine trading order, on odd days starting with the lowest first digit of the clients account number. On even days the account with the highest first digit of their account number will be used to determine trading order. Finally, JMC will utilize an alphabetical methodology wherein on odd days trades will begin at custodians with letter "A" and work toward the end of the alphabet; on even days, trades will begin at custodians with letter "Z" and work toward the beginning of the alphabet.
Supervised persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, supervised persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.
No supervised person may receive any gift, service, or other thing of more than de minimis value of from any person or entity that does business with or on behalf of the adviser. No supervised person may give or offer any gift of more than de minimis value to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without written pre-approval by the chief compliance officer. The annual receipt of gifts from the same source valued at $100.00 or less shall be considered de minimis. Additionally, the receipt of an occasional dinner, a ticket to a sporting event or the theater, or comparable entertainment also shall be considered to be of de minimis value if the person or entity providing the entertainment is present.
No supervised person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of the adviser.
Bribes and kickbacks are criminal acts, strictly prohibited by law. Supervised persons must not offer, give, solicit or receive any form of bribe or kickback.
Supervised persons shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information, except when they believe they are authorized or legally obliged to disclose the information. They may not use confidential information acquired in the course of their work for their personal advantage. Supervised persons must keep all information about clients (including former clients) in strict confidence, including the client's identity (unless the client consents), the client's financial circumstances, the client's security holdings, and advice furnished to the client by the firm.
Supervised persons shall not serve on the board of directors of publicly traded companies absent prior authorization by the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of the Adviser, and that such person serving as a director will be isolated from those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director.
All supervised persons of the Adviser must comply with all applicable state, local and federal securities laws. Specifically, supervised persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:
The pre-clearance requirements of this section of this Code of Ethics shall not apply to:
Access persons may submit electronic copies of brokerage confirmations and account statements in lieu of submitting quarterly transaction reports, provided that all of the required information is contained in those confirmations and statements as per SEC rule 204-2's recommendation that that record of access persons' personal securities reports be maintained electronically. These electronic documents shall be maintained by the Chief Compliance Office and will be located in the Compliance folder.
The reporting requirements of this section of this Code of Ethics shall not apply to:
All holdings and transaction reports will be held strictly confidential, except to the extent necessary to implement and enforce the provisions of the code or to comply with requests for information from government agencies.
Advisers are required by the Act to review access persons' personal securities transactions and reports periodically. The CCO is responsible for reviewing these. The CCO's personal securities transactions and reports shall be reviewed by the Supervisor.
The firm is required to provide all supervised persons with a copy of the code. All supervised persons are to certify in writing that they have: (a) received a copy of the code; (b) read and understand all provisions of the code; and (c) agreed to comply with the terms of the code.
The firm must provide supervised persons with any amendments to the code and supervised persons must submit a written acknowledgement that they have received, read, and understood the amendments to the code.
All supervised persons must annually certify that they have read, understood, and complied with the code of ethics and that the supervised person has made all of the reports required by the code and has not engaged in any prohibited conduct.
The CCO shall maintain records of these certifications of compliance.
All supervised persons must report violations of the firm's code of ethics promptly to the CCO.
If the CCO is involved in the violation or is unreachable, supervised persons may report directly to the Supervisor. All reports of violations will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Persons may report violations of the Code of Ethics on an anonymous basis. Examples of violations that must be reported are (but are not limited to):
No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the code.
CCO shall be responsible for training and educating supervised persons regarding the code. Training will occur periodically as needed and all supervised persons are required to attend any training sessions or read any applicable materials.
CCO shall ensure that the Adviser maintains the following records in a readily accessible place:
CCO shall review at least annually the adequacy of the code of ethics and the effectiveness of its implementation.
Any violations discovered by or reported to the CCO shall be reviewed and investigated promptly, and reported through the CCO to the Supervisor. Such report shall include the corrective action taken and any recommendation for disciplinary action deemed appropriate by the CCO. Such recommendation shall be based on, among other things, the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for the letter and intent of this Code of Ethics. Upon recommendation of the CCO, the Supervisor may impose such sanctions for violation of this Code of Ethics as it deems appropriate, including, but not limited to:
"Access Person" includes any supervised person who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage; or is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic. All of the firm's directors, officers, and partners are presumed to be access persons.
"Act" means the Investment Advisers Act of 1940, as amended or applicable state rule or regulation.
"Adviser" means JMC Investment Partnership, LLC.
A Covered Security is "being considered for purchase or sale" when a recommendation to purchase or sell the Covered Security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
"Beneficial ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a) (2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes as such Act and the rules and regulations promulgated thereunder.
"CCO" means Chief Compliance Officer per rule 206(4)-7 of the Investment Advisers Act of 1940.
"Conflict of Interest": for the purposes of this Code of Ethics, a "conflict of interest" will be deemed to be present when an individual's private interest interferes in anyway, or even appears to interfere, with the interests of the Adviser as a whole.
"Covered Security" means any stock, bond, future, investment contract or any other instrument that is considered a "security" under the Act. Additionally, it includes options on securities, on indexes, and on currencies; all kinds of limited partnerships; foreign unit trusts and foreign mutual funds; and private investment funds, hedge funds, and investment clubs.
"Covered Security" does not include direct obligations of the U.S. government; bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; shares issued by money market funds; shares of open-end mutual funds that are not advised or sub-advised by the Adviser; and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by the Adviser.
"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 Section 15(d) of the Securities Exchange Act of 1934.
"Investment personnel" means: (i) any employee of the Adviser or of any company in a control relationship to the Adviser who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for clients.
A "Limited Offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.
"Purchase or sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.
"Supervised Persons" means directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions); employees of the adviser; and any other person who provides advice on behalf of the adviser and is subject to the adviser's supervision and control.