GemCom, LLC

EX-99.P CODE ETH 8 riskparadigmcodeofethics.htm GemCom, LLC

Code of Ethics

1.1.

Introduction

At RPG, we take great pride in our commitment to serving our clients’ needs and the integrity with which we conduct our business. The financial services industry has come under significant scrutiny as of recent times, especially in the area of the inherent responsibility of the financial professional to behave in the best interests of his/her clients. We have developed this Code of Ethics (“Code”) as a means of memorializing our vision of appropriate and professional conduct in carrying out the business of providing investment advisory services.

Each of RPG’s “access persons” has been furnished with a copy of our Code and have signed their name to a written acknowledgement attesting to their understanding of the code and acceptance of its terms.

An “access person” is defined by the SEC as any supervised person of the Company who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

1.2.

Temporary Employees

Temporary employees including contractors, temps, and interns (collectively “contractors”), will become subject to the Code of Ethics on their 91^st day of association with the Company, calculated on a rolling 12-month basis. If based on their duties or job functions they meet the definition of Access Person, they will be required to comply with the personal trading and reporting requirements and will be given a copy of the Company’s Code of Ethics.

1.3.

Obligations of the Company to its Clients

When a client signs our advisory contract, we view that action as an expression of trust in RPG’s ability to manage assets effectively and within the highest standards of professional conduct. It is our policy and duty to respect the trust that our clients place in us and to always keep their best interests ahead of our own. RPG believes that upholding this fiduciary duty is the cornerstone upon which fruitful relationships are forged and hence, successful businesses are built.

Our representatives will seek to manage a client’s assets in accordance with the client’s stated investment objectives, financial profile, risk tolerance, investment experience, and any other specific preferences. Open and frequent communication between our representatives and our clients is a key factor in delivering financial services. To the fullest extent possible, our representatives should make sure that clients are made aware of the state of their account(s) during all market conditions. Our job does not end with portfolio management. It is our duty to constantly monitor our clients’ needs and objectives and to make every effort to ensure that their investments are appropriate given their particular situations.

Protection of Material Nonpublic Information

The beginning phase of our relationships with our clients starts with building a foundation of trust. Our clients choose to do business with us because they trust that we will deliver the services we offer in a manner that puts their interests above all others. In choosing to do business with us, our clients entrust us with the protection of information about them that should never be used in a manner other than for their own benefit. Thus, it is RPG’s policy that all personal nonpublic information given to us by, or in relation to, our clients be kept strictly confidential and that it never be used in any manner other than for the purposes of carrying out our duties to our clients. Personal nonpublic information could include, but would not be limited to a client’s current income situation, current securities holdings, trading strategies, medical or health information, tax-related matters, etc.

The mishandling of a client’s personal nonpublic information could create several undesirable results for RPG and its representatives. These negative consequences might include civil actions, criminal actions, arbitrations, the issuance of restrictive orders against the Company or its representatives by regulatory bodies, fines, etc. Any of these actions could have a devastating impact on RPG and its representatives. Given these consequences, RPG will not tolerate the use of a client’s personal nonpublic information in a manner that is inconsistent with the best interests of that client. Behavior by RPG’s representatives that involves the misuse of a client’s personal nonpublic information could result in severe disciplinary action (including termination for cause) against the culpable party(s).

1.3.1.

Conflicts of Interest

A major component of carrying out our fiduciary duties to our clients is the awareness and disclosure of conflicts of interest. A conflict of interest occurs when the best interests of the Company and/or its representative(s) are contrary to the interests of our clients. Such a conflict can arise when a representative of the Company pursues interests that prevent that individual from performing his/her duties to his/her client(s) objectively and effectively. Conflicts of interest also arise when a representative or member of the representative’s family receives certain benefits as a result of the individual’s position with RPG.

An access person must not use his/her personal relationships to influence RPG’s trading activities of client accounts in a manner that will be beneficial to the access person, his/her family members, and/or acquaintances; nor shall an access person engage in activity that is detrimental to RPG or its clients. Any conflict of interest that arises in a specific situation must be disclosed by the individual and resolved before taking any action on behalf of the client(s) involved.

1.4.

Compliance with Federal Securities Laws

As a registered investment adviser, RPG operates under the regulatory jurisdiction of the SEC, which subjects the Company to a variety of industry rules and regulations. RPG recognizes that these laws, rules, and regulations exist to protect the interests of the investing public and therefore insists that its employees maintain strict compliance thereto. RPG’s Compliance officials have an “open door” policy and all employees should seek guidance whenever the applicability of a law, rule, regulation, or Company policy comes into question in any situation.

1.5.

Personal Securities Transactions and Holdings

All access persons of the Company must periodically report their personal securities holdings and transactions. The purpose of these reports is to allow the Company the ability to monitor for any trading improprieties by the Company’s representatives such as trading activity that may suggest a representative of the Company may have engaged in trading activity which subordinated a client’s best interests to that of the representative.

An example of such activity might involve a representative placing a trade for him or herself and then facilitating transactions for a number of his or her own clients that is intended to create additional benefit (or prevent anticipated losses) for the representative. A common term for this practice is “trading ahead.”

1.5.1.

Holdings Reports

Each of RPG’s access persons must submit a holdings report no later than 10 days after the person becomes an access person. At that time, the information submitted must be current as of a date no earlier than 45 days prior to the date the persona became an access person. Additionally, the report must be updated at least once each 12-month period thereafter.

Each report must contain the following information regarding the access person’s personal securities holdings:

The title and type of security, and as applicable, the ticker symbol or CUSIP number of the security;

The number of shares, units, etc.;

The principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and

The date the access person submits the report

1.1.1.

Transaction Reports

Each of RPG’s access persons must submit a holding report no later than 30 days following the end of each calendar quarter. The report must cover all transactions during the quarter.

Each report must contain the following information:

The date of the transaction;

The title and type of security, and as applicable, the ticker symbol or CUSIP number of the security;

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

The number of shares, units, etc.;

The interest rate and maturity date, as applicable;

The price at which the transaction was effected;

The name of the broker, dealer or bank with or through which the transaction was effected; and

The date the access person submits the report.

Exceptions from reporting requirements

Any report with respect to securities held in accounts over which the access person had no direct or indirect influence or control;

A transaction report with regard to transactions effected pursuant to an automatic investment plan;

A transaction report that would duplicate information contained in broker trade confirmations or account statements so long as such documents are received no later than 30 days following the end of the applicable calendar quarter;

Transactions and holdings in direct obligations of the U.S. Government;

Money market instruments – bankers’ acceptances, bank CDs, commercial paper, repurchase agreements, and other “high quality, short-term debt instruments” (maturity at issuance of less than 366 days, and which is rated in one of the highest two categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality);

Shares of money market funds;

Transactions and holdings in shares of other types of mutual funds, unless RPG or a control affiliate acts as the investment adviser or principal underwriter for the fund; and

Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds.

IPO and Private Placement Policy

All of RPG’s access persons must obtain approval from a member of senior management prior to directly or indirectly acquiring beneficial ownership in any security in an initial public offering or a private placement.

1.1.

Reporting Violations

Violations of the Code will be taken seriously. Each employee of RPG has an obligation to report such violations to the CCO in an expeditious manner after becoming aware that a violation has occurred. Reports of violations will be kept strictly confidential in order to avoid retaliation from those involved. RPG will also allow anonymous submissions of violation reports so as to keep concerned employees at ease. Any breach of the confidentiality of a report of a violation of the Code will constitute a further violation of the Code and will be dealt with as such.

In addition, The CCO shall report any material code violations to the Board of Trustees of the DRP Fund, which may then impose such sanctions, as it deems appropriate. The CCO shall submit the report to the board at the next regularly scheduled board meeting following the violation or earlier, if deemed appropriate.

1.2.

Record-keeping

With regard to its Code of Ethics, RPG will maintain the following books and records for a period of five years following the end of the fiscal year during which the last entry was made on such record, the first two years in an easily accessible location:

A copy of the current Code as well as copies of Codes that were in effect at any time within the past five years;

Records of violations of the Code, including records of the actions taken subsequent to such violations;

Signed acknowledgements from each person who is currently, or was at some point during the past five years, a supervised person that confirms their receipt, understanding, and acceptance of the Code. This acknowledgement will represent an obligation to adhere to the standards and provisions set forth in the Code;

A record of the names of all persons who were access persons at any time within the past five years;

A record of each transaction and holding report made by an access person, including applicable brokerage statements and confirmations collected in lieu of such a report;

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by access persons through an initial public offering or limited offering.

In addition to the above, Rule 17j-1 (f) of the Investment Company Act requires that investment advisers maintain certain records in conjunction with their Codes of Ethics adopted pursuant to Section 17(j) and Rule 17j-1(c) (1) of the Investment Company Act. These requirements, set out in detail in Appendix ___, require investment advisers, in general, to keep copies of the reports submitted by the Company to U.S. registered investment companies for whom the Company acts as the investment adviser or sub-adviser as required under the rule pertaining to material violations of the Code of Ethics.

1.1.

Code of Ethics Training

The Company will provide to each supervised person a copy of this Code of Ethics and any amendments. Each supervised person is required to acknowledge, in writing, his receipt of those copies. In addition, each supervised person must annually recertify that he has re-read, understands and has complied with the code. The CCO is responsible for verifying that all supervised persons acknowledge receipt. The CCO is also responsible for providing supervised persons adequate training on the principles and procedures of this Code of Ethics, such as periodic orientation or training sessions with new and existing staff to remind them of their obligations under the code.

1.2.

Hardship Exemption

Employees who experience unanticipated difficulties that necessitate the need to liquidate a securities holding or any other act that contradicts the above mentioned policies, must seek prior written approval of the CCO before executing any transaction that would violate the above mentioned policies. Exemptions will be decided on a case-by-case basis and the Company provides no assurance that an exemption will be granted.