Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) requires all investment advisers registered with the Securities and Exchange Commission (“SEC”) to adopt codes of ethics that set forth standards of conduct and require compliance with federal & state securities laws. JV Global Capital, Inc. (“JVGC”) is an investment adviser registered with the Texas State Securities Board. To adhere to best practices as reflected in SEC standards of conduct as a model, JVGC hereby adopts this code of ethics (“Adviser Code”).
This Adviser Code applies to all JVGC employees, any individuals registered with JVGC as Investment Adviser Representatives (“IAR”), or other persons identified by the Investment Adviser Chief Compliance Officer (“CCO”), or designee, who are considered “Supervised Persons” under the Advisers Act. The Advisers Act defines “Supervised Person” to mean any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.
This Adviser Code is intended to reflect fiduciary principles that govern the conduct of JVGC and its Supervised Persons in those situations where JVGC acts as a Registered Investment Adviser as defined under the Advisers Act in providing investment advice to clients (“advisory clients”).
The Adviser Code requires all Supervised Persons to:
- Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers and employees, colleagues in the investment profession, and other participants in the global capital markets;
- Place the interests of clients, the interests of their employer, and the integrity of the investment profession above their own personal interests;
- Practice and encourage others to practice in a professional and ethical manner that will reflect positively on themselves and the profession;
- Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals;
- Promote the integrity of, and uphold the rules governing, global capital markets;
- Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.
Adherence to the Adviser Code is considered a basic condition of employment for all Supervised Persons. If there is any doubt as to the propriety of any activity, Supervised Persons should consult with the CCO. The CCO may rely upon the advice of legal counsel or outside compliance consultants.
A. Standard of Conduct and Compliance with Laws, Rules and Regulations
All Supervised Persons are responsible for and have agreed as a requirement of their employment or registration as an Investment Adviser Representative (“IAR”) and annually, to review, be familiar with, and comply with this Adviser Code and the Compliance Policies and Standards.
Supervised Persons must comply with all laws, rules and regulations applicable to the business of Investment Advice in which they engage, including among others, securities and other federal, state and local laws. Although the Supervised Person may not know all the details of each law governing JVGC’s business, each Supervised Person is expected to be familiar with and comply with the company-wide policies and procedures manual, as they apply to their business unit and, when in doubt, to seek advice from supervisors, Compliance, or other appropriate personnel.
The Adviser Code is based upon the principle that Supervised Persons owe a fiduciary duty to their clients to conduct their affairs in such a manner as to (i) avoid serving their own personal interests ahead of clients, (ii) avoid taking inappropriate advantage of their position with the company and (iii) avoid, and, where appropriate, mitigate any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
B. Protection of Material Non Public Information
It is unlawful to trade in any security on the basis of material non-public (or inside) information or to disclose such information to others who may profit from it. This applies to all security types, including equities, options, debt, and mutual funds as explicitly expressed in the Policies and Procedures Manual of JVGC.
C. Personal Securities Trading Requirements
Rule 204A-1 of the Advisers Act requires all “Access Persons” of an investment to report, and the investment adviser to review, their personal securities transactions and holdings periodically. The Advisers Act defines “Access Person” to mean any supervised person of an investment adviser who (1) has access to nonpublic information regarding any advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund (i.e., any mutual fund advised by an affiliate of JVGC), or (2) is involved in making securities recommendations to advisory clients in advisory accounts, or who has access to such recommendations that are nonpublic. The CCO, or designee, may designate other individuals as Access Persons as appropriate.
This code include a prohibition on participation in IPOs and limitations on private placements, including the requirement to receive pre-clearance prior to the purchase or sale in a private securities transaction.
Access Persons are prohibited from using any nonpublic information, including that regarding portfolio holdings, model changes, or client transactions for their personal benefit. Specifically, Access Persons are prohibited from using advance knowledge to trade ahead of or otherwise benefit from such knowledge.
The CCO, or designee, maintains a list of each JVGC Access Person and will promptly notify any new Access Person of their responsibilities under the Adviser Code.
Transactions through accounts held at the custodians with which JVGC has relationships are readily available for review within the firm. This makes compliance simpler for transactions by Access Persons through such accounts and alleviates the need for Access Persons to submit transaction reports in order for their trades to be reviewed. Accordingly, all Access Persons will be required to maintain at a custodian of their choice, with which JVGC has a relationship, all accounts in which they have a beneficial interest through which reportable securities can be purchased, sold or held, and they may not maintain such accounts outside of JVGC.
Each Supervised Person will be provided with a copy of this Adviser Code and any material amendments, and all Supervised Persons are required to provide Compliance with an acknowledgment of their receipt of the Adviser Code and any material amendments.
E. Consequences for Failure to Comply and Reporting Certain Conduct
A Supervised Person can be subject to discipline if he or she violates this Adviser Code. For employees, discipline for violations may include termination of employment. If an IBL or their employee violates this Code, the discipline may include termination of the Franchise Agreement. Any Supervised Person who knows of, or reasonably believes there is, a violation of applicable laws or this Adviser Code, must report that information immediately to the CCO. A Supervised Person should not conduct preliminary investigations, unless authorized to do so by the Compliance Department. Anyone who in good faith raises an issue regarding a possible violation of law, regulation or company policy or any suspected illegal or unethical behavior will be protected from retaliation (“conduct”). If you have violated this Adviser Code, however, making a report will not protect you from the consequences of your actions. You can be subject to discipline up to and including termination of employment, or termination of your franchise agreement, if you violate this Adviser Code or fail to report violations that come to your attention.
Rule 204-2(a) (12) and (13) of the Advisers Act requires advisers to keep copies of all relevant material relating to the Adviser Code. Supplemental policies are reflected in the JVGC Investment Adviser Compliance Program Procedures.