Under SEC rule 204A-1 under the Advisers Act, Carolinas Investment Consulting LLC (CIC) adopts this code of ethics. The rule requires an adviser’s code of ethics to set forth standards of conduct and to require compliance with federal securities laws, and is designed to prevent fraud by reinforcing fiduciary principles that must govern the conduct of advisory firms and their personnel.
Under Rule 204A-1, CIC sets forth this standard of business conduct that it requires of all its supervised persons, reflecting the fiduciary obligations of the firm and those of its access persons and employees. The purpose of the code of ethics is to impart to employees the importance of their fiduciary responsibility to the client, and to verify compliance with this fiduciary responsibility through review of holdings and transaction reports. CIC will foster a culture of openness and honesty among its employees and reinforce the importance of our duty to always act in the best interests of the client.
Each employee must hold their personal securities accounts and any accounts of immediate family members at CIC, or obtain specific approval to hold these accounts elsewhere and supply duplicate statements to CIC. These accounts will be reviewed by a compliance officer for personal securities transactions and holdings that may reflect improper trades or patterns of trading by access persons.
Under rule 204A-1, the adviser’s code must require certain supervised persons, called “access persons,” to report their personal securities transactions and holdings. An access person is a supervised person who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an access person. CIC views all employees as Access Persons, as all have broad responsibilities.
Each access person’s securities holdings must be available to compliance for review periodically and at least once a year. Where accounts are maintained at the firm, the firm will have unlimited access to reviewing these reports. When approval has been granted to hold outside accounts, the firm must receive duplicate statements, and must receive at least one statement showing holdings in the account per year.
CIC will not require separate quarterly transaction reports from employees, provided all information is contained in trade confirmations or account statements that CIC holds in its records, and provided CIC has received those confirmations or statements not later than 30 days after the close of the calendar quarter in which the transaction takes place.
Under Rule 204A-1, CIC will permit these exceptions to personal securities reporting. No reports are required:
Access persons must submit holdings and transaction reports for “reportable securities” in which the access person has, or acquires, any direct or indirect beneficial ownership. An access person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the access person’s household.
Rule 204A-1 treats all securities as reportable securities, with five exceptions designed to exclude securities that appear to present little opportunity for the type of improper trading that the access person reports are designed to uncover:
CIC requires that access persons obtain the adviser’s approval before investing in an initial public offering (“IPO”) or private placement.
Violations to this Code of Ethics will be reported promptly to the chief compliance officer or his/her designee. Where someone other than the chief compliance officer is designated to receive reports of violations, the chief compliance officer will also receive reports periodically of all violations.
Each supervised person will acknowledge, in writing, his receipt of the Code of Ethics. CIC will hold periodic training sessions with new and existing employees to remind them of their obligations under the code, will require employees to certify that they have read and understood the Code of Ethics, and will require annual recertification that the employee has re-read, understands and has complied with the code.
CIC’s chief compliance officer will be responsible for maintaining and enforcing the Codes of Ethics. Enforcement of the code will include reviewing access persons’ personal securities reports. Review of personal securities holding and transaction reports will include 1) an assessment of whether the access person followed required internal procedures, such as pre-clearance and no trading in securities on restricted lists, and 2) an assessment of whether the access person is trading for his own account in the same securities he is trading for clients.
CIC will keep copies of their Code of Ethics, records of violations of the code and actions taken as a result of the violations, and copies of their supervised persons’ written acknowledgment of receipt of the code. CIC will also keep a record of the holdings and transaction reports made by access persons, and records of decisions approving access persons’ acquisition of securities in IPOs and limited offerings.
CIC will retain these records for the standard retention period required for books and records under rule 204-2: five years, in an easily accessible place, the first two years in an appropriate office of the investment adviser.
CIC will provide on Part II of Form ADV a description of the Code of Ethics for clients and, upon request, will furnish clients with a copy of the Code of Ethics. This disclosure will help clients understand CIC’s ethical culture and standards, how CIC controls sensitive information and the steps CIC has taken to prevent employees from misusing their inside positions at clients’ expense.