Z Seven Fund

EX-99.P CODE ETH 5 codeofethics.htm Z Seven Fund

CODE OF ETHICS

PROFESSIONAL STANDARDS

As professional organizations serving the public in the area of asset management, all officers, directors and employees of Z-Seven Fund, Inc. (the “Fund”) (collectively, these officers, directors and employees are referred to herein as “Fund Personnel”) must be guided in their actions by ethical and professional standards.

In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the “1940 Act”), the Fund has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.

All Fund Personnel must at all times reflect the professional standards expected of persons in the investment advisory business. These standards require all Fund Personnel to be judicious, accurate, objective and reasonable in dealing with both clients and other parties so that their personal integrity is unquestionable.

All Fund Personnel shall comply with all applicable federal and state securities laws and regulations pertaining to investment advisers and investment companies.

At all times, the interests of the Fund’s shareholders are paramount, and all Fund Personnel will place the interests of the Fund’s shareholders ahead of any personal interests. Accordingly, all personal transactions in securities by Fund Personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Fund’s shareholders. Likewise, Fund Personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Fund, or that otherwise bring into question the person’s independence or judgment.

The Fund has adopted Insider Trader Policies which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent the misuse of material non-public information by Fund Personnel. The Insider Trading Policies are a part of this Code of Ethics.

The Fund has adopted Personal Trading Policies which set parameters for the establishment, maintenance and enforcement of policies and procedures to detect and prevent Fund Personnel from taking advantage of, or even appearing to take advantage of, their fiduciary relationship with our clients. The Personal Trading Policies are a part of this Code of Ethics.

Fund Personnel will not accept compensation of any sort for services from outside sources without the specific permission of the Fund’s President.

When any Fund Personnel face a conflict between their personal interest and the interests of clients, they will report the conflict to the Fund’s chief compliance officer (the “Compliance Officer”) for instruction regarding how to proceed.

The recommendations and actions of the Fund are confidential and private matters. Accordingly, it is the Fund’s policy to prohibit, prior to general public release, the transmission, distribution or communication of any information regarding securities transactions of client accounts except to broker/dealers in the ordinary course of business. In addition, no information obtained during the course of employment regarding particular securities (including internal reports and recommendations) may be transmitted, distributed, or communicated to anyone who is not affiliated with the Fund, without the prior written approval of the Fund’s President.

The policies and guidelines set forth in this Code of Ethics must be strictly adhered to by all Fund Personnel. Severe disciplinary actions, including dismissal, may be imposed for violations of this Code of Ethics.

10.

All Fund Personnel are required to report any violation of the Code, by any person, to the Compliance Officer or other appropriate person of the Company immediately. Such reports will be held in confidence.

II.

INSIDER TRADING

Overview and Purpose

The purpose of the policies and procedures in this Section II (the “Insider Trading Policies”) is to detect and prevent “insider trading” by any person associated with the Fund. The term “insider trading” is not defined in the securities laws, but generally refers to the use of material, non-public information to trade in securities or the communication of material, non-public information to others.

General Policy

Prohibited Activities

All officers, directors and employees (if any) of the Fund, including contract, temporary, or part-time personnel, or any other person associated with the Fund, are prohibited from the following activities:

(a)

trading or recommending trading in securities for any account (personal or client) while in possession of material, non-public information about the issuer of the securities; or

(b)

communicating material, non-public information about the issuer of any securities to any other person.

The activities described above are not only violations of these Insider Trading Policies, but also may be violations of applicable law.

Reporting of Material, Non-Public Information

All officers, interested directors and employees who possess or believe that they may possess material, non-public information about any issuer of securities must report the matter immediately to the Compliance Officer. The Compliance Officer will review the matter and provide further instructions regarding appropriate handling of the information to the reporting individual.

Material Information, Non-Public Information, Insider Trading and Insiders

Material Information. “Material information” generally includes:

any information that a reasonable investor would likely consider important in making his or her investment decision; or

any information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Examples of material information include the following: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

Non-Public Information. Information is “non-public” until it has been effectively communicated to the market and the market has had time to “absorb” the information. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

Insider Trading. While the law concerning “insider trading” is not static, it generally prohibits: (1) trading by an insider while in possession of material, non-public information; (2) trading by non-insiders while in possession of material, non-public information, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and (3) communicating material, non-public information to others.

Insiders. The concept of “insider” is broad, and includes all employees of a company. In addition, any person may be a temporary insider if she/he enters into a special, confidential relationship with a company in the conduct of a company’s affairs and as a result has access to information solely for the company’s purposes. Any person associated with the Fund may become a temporary insider for a company it advises or for which it performs other services. Temporary insiders may also include the following: a company’s attorneys, accountants, consultants, bank lending officers and the employees of such organizations.

Penalties for Insider Trading

The legal consequences for trading on or communicating material, non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties may include:

civil injunctions

jail sentences

revocation of applicable securities-related registrations and licenses

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

fines for the employee or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, management will impose serious sanctions on any person who violates the Insider Trading Policies. These sanctions may include suspension or dismissal of the person or persons involved.

III.

GENERAL PERSONAL TRADING POLICIES

GENERAL PRINCIPLES

The pre-clearance procedures, trading restrictions and reporting requirements in this Section III (the “Personal Trading Policies”) have been approved by the Fund’s Boards of Directors. Transactions by covered persons in covered accounts, as each of these terms is defined below, must be conducted in accordance with the Personal Trading Policies. In the conduct of any and all personal securities transactions, all covered persons must act in accordance with the following general principles:

(a)

the interests of clients must be placed before personal interests at all times;

(b)

no covered person may take inappropriate advantage of his or her position; and

(c)

the Personal Trading Policies shall be followed in such a manner as to avoid any actual or potential conflict of interest or any abuse of a covered person’s position of trust and responsibility.

DEFINITIONS

COVERED PERSONS

All officers, interested directors and employees (if any) of the Fund, and any other person (including, without limitation, officers or employees of the Top Fund Management, Inc. (the “Adviser”)) who, as part of his regular functions or duties for the Fund, has access to nonpublic information regarding purchase or sale of securities by the Fund, is involved in making securities recommendations for the Fund, or has access to such recommendations that are nonpublic, are “covered persons” under the Personal Trading Policies.

COVERED ACCOUNTS

A “covered account” under the Personal Trading Policies is any account in which a covered person:

(a) has a direct or indirect interest, including an account of a spouse, a minor child, a relative or a friend; or

(b) has direct or indirect control over purchase or sale of securities.

ADDITIONAL DEFINITIONS

Additional definitions of terms used in the Personal Trading Policies are set forth in Exhibit A.

RESTRICTIONS ON TRADING

Prohibited Trading Period

Trades in any security 7 calendar days before and 7 calendar days after the Fund trades or considers trading the same security are prohibited.

Note:

De Minimis Exemption. A pre-clearance request to trade 500 or fewer shares of an issuer that has at least $2 billion in market capitalization is not subject to the Prohibited Trading Period. Such de minimis trading requests will be granted by the Compliance Officer subject to the other Restrictions on Trading and the following conditions:

(a)

De minimis exemption grants are only valid for 3 business days; and

(b)

Permission under the de minimis exemption may be granted for a particular security only once per covered person every 15 days.

Restricted List Securities

It is recognized that a covered person may from time to time have a special relationship with an issuer (such as being a director, officer, consultant, significant shareholder, receiving material, non-public information, etc. of an issuer). In such cases, the covered person must notify the Compliance Officer of that relationship. The Compliance Officer will review the relationship and will determine whether or not to place the securities of the issuer on a Restricted Securities List. Trades in any security on the Restricted Securities List maintained by the Compliance Officer are prohibited.

Short-Term Trading

Conducting an opposite trade in the same security within 60 days of a purchase or sale of a security is prohibited.

Note: Options trading is generally not subject to the 60-day Short-Term Trading restriction, but options trading may not be used to circumvent the 60-day Short-Term Trading restriction.

Initial Public Offerings (IPOs)

Investing in IPOs is prohibited.

Options

Covered persons are prohibited from buying or selling an option for 7 calendar days before and 7 calendar days after the Fund trades the same option or the underlying security.

Short Sales

Short sales of securities are prohibited.

Certain Public Company Securities

Purchases of restricted securities issued by public companies are generally prohibited. However, an exception may be made if the Compliance Officer determines that the contemplated transaction will raise no actual, potential or apparent conflict of interest.

Private Placements and Hedge Funds

Purchase or sale of a security obtained through a private placement, including purchase of any interest in a hedge fund, requires approval by the Compliance Officer. Approval is contingent upon the Compliance Officer determining that the contemplated transaction will raise no actual, potential or apparent conflict of interest.

Note: If a covered person who owns a security in a private company knows that the company is about to engage in an IPO, she/he must disclose this information to the Compliance Officer.

Investment Clubs

Participation in an investment club requires approval by the Compliance Officer. Pre-clearance may be granted on written request if the covered person’s participation does not create any actual, potential or apparent conflict of interest.

EXCEPTIONS TO THE PERSONAL TRADING POLICIES

Certain Types of Securities and Transactions

Transactions involving any of the following securities are not subject to any of the Prohibitions on Trading above and do not require pre-clearance by or reporting to the Compliance Officer:

(a)

Open-End Investment Companies (open end mutual funds) and Unit Investment Trusts (not closed-end mutual funds) not advised by the Adviser.

(b)

United States Government Securities (e.g., U.S. Treasury Bonds).

(c)

Money Market Instruments (e.g., bankers’ acceptances, Certificates of Deposit, and repurchase agreements).

(d)

Transactions by Disinterested Fund Directors.

Reporting Required, but No Pre-Clearance Required

(a)

Purchases or sales of shares of the Fund.

(b)

Automatic Dividend Reinvestment Purchases.

(c)

Receipt or exercise of rights and warrants issued by a company on a pro rata basis to all holders of a class of security.

(d)

Investments in Securities other than the types of transactions described in Section D(1) above that are not eligible investments for the Fund.

Delegated Discretion Accounts

Pre-clearance is not required on trades in a covered account over which a covered person has no discretion if:

(a) the covered person provides to the Compliance Officer a copy of the written contract pursuant to which investment discretion for the account has been delegated in writing to a fiduciary;

(b)

the covered person certifies in writing that she/he has not and will not discuss potential investment decisions with the independent fiduciary; and

(c)

the covered person ensures that duplicate broker-dealer trade confirmations and quarterly statements of the discretionary account holdings are provided to the Compliance Officer.

Case-by-Case Exemptions

Because no written policy can provide for every possible contingency, the Compliance Officer may consider granting additional exceptions to the Prohibitions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the covered person in writing to the Compliance Officer. Exceptions will only be granted in those cases in which the Compliance Officer, subject to the oversight of the President or designee, determines that granting the request will create no actual, potential or apparent conflict of interest.

PRE-CLEARANCE PROCEDURES

Pre-clearance is required for any covered person with respect to any proposed trade in a covered account unless the specific type of security or trading is excluded from pre-clearance under Section D above.

(a)

The covered person completes and submits a Pre-Clearance Request Form to the Compliance Officer.

(b)

The Compliance Officer reviews and approves or rejects the request, communicating his decision to the covered person.

(c)

The Compliance Officer will time-stamp its approval or denial on the request form.

(d)

The covered person must execute any approved trade no later than one trading day following the time-stamp reflected on the approved request.

REPORTING REQUIREMENTS

Initial Account and Securities Holdings List

Within 10 days of beginning employment or becoming a covered person, each covered person must provide a list of brokerage accounts and securities owned by the covered person, the covered person’s spouse or minor children, or any other person or entity in which the covered person may have a beneficial interest or derive a direct or indirect benefit (the “Initial Holdings Report”). Each Initial Holdings Report shall be current as of a date within 45 days of the date of the report and shall include the following information:

(A)

The title, number of shares and principal amount of Securities in which the covered person had any direct or indirect beneficial ownership when the person became an covered person;

(B)

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the covered person as of the date the person became an covered person; and

(C)

The date that the report is submitted by the covered person.

The Compliance Officer will review each Initial Holdings Report.

Annual Update and Certification

Each covered person must file an annual account statement that reports the covered person’s accounts and Securities holdings (list of brokerage accounts and Securities in which the covered person has a direct or indirect beneficial interest as of December 31 including the information required under Section F(1) above) and execute a certification regarding compliance with the Personal Trading Policies and applicable laws by February 14 each year.

Quarterly Transaction Reports

To the extent required by the SEC, each covered person must file or cause to be filed with the Compliance Officer a PST Report within 30 days after the end of each quarter. These reports shall contain:

(i)

the date of the transaction, the title and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of each security involved; and

(ii)

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

(iii)

the price of the security at which the transaction was effected; and

(iv)

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

(v)

the date the covered person submits the report.

The PST Report shall also provide the information required under Section F(1) above for any new accounts established by the covered person during the quarter. Notwithstanding the foregoing, a PST Report is not required for any covered person if duplicates of the covered person’s brokerage statements and trade confirms are received by the Compliance Officer during the applicable quarter.

The Compliance Officer will review all PST Reports created pursuant to this section no later than ten business days within receipt of each such report to determine if there are any violations of this Code of Ethics.

Brokerage Statements and Trade Confirmations

Each Covered Person shall arrange for duplicate brokerage statements and trade confirmations to be forwarded to the CCO by the Covered Person’s broker. If no broker is involved in a trade by a Covered Person, the covered person shall provide a transaction report within 10 days of the trade.

Delivery of Code of Ethics and Acknowledgement of Receipt

All covered persons shall receive copies of this Code of Ethics and any amendments thereto at the beginning of employment and thereafter as material amendments are made to the Code of Ethics. Each covered person shall execute an acknowledgement of receipt of the Code of Ethics and any amendment thereto.

COMPLIANCE OFFICER ACTIVITY

In cases where the Compliance Officer is the covered person for purposes of this Code of Ethics or the person whose conduct is at issue, the provisions of this Code of Ethics will be performed or enforced by the Compliance Officer’s designee.

ANNUAL REPORT

The Compliance Officer must prepare an annual report on this Code of Ethics for review by the Board of Directors of the Fund in accordance with Rule 17j-1 of the Investment Company Act of 1940. In accordance with Rule 17j-1, the report must contain the following:

A description of issues arising under the Code of Ethics since the last report including, but not limited to, information about any violations of the Code, sanctions imposed in response to such violations, changes made to the Code’s provisions and procedures, and any recommended changes to the Code; and

A certification that the Fund has adopted such procedures as are reasonably necessary to prevent access persons from violating the Code of Ethics.

The Compliance Officer shall also request a similar report and certification regarding the Adviser’s Code of Ethics from the Adviser’s chief compliance officer.

RETENTION OF RECORDS

The Fund must maintain all records required by Rule 17j-1 under the Investment Company Act for the periods required by the rule, including:

copies of this Code of Ethics;

records of any violation of the Code of Ethics and actions taken as a result of the violations;

copies of all acknowledgments upon receipt of this Code of Ethics and certification to comply with the Code of Ethics made by Fund Personnel;

lists of all the Fund Personnel who are, or within the past five years have been, covered persons subject to the trading restrictions of this Code of Ethics and lists of the compliance personnel responsible for monitoring compliance with those trading restrictions; and

copies of PST Reports and other reports submitted under Section F above, and copies of the annual reports to the Board of Directors pursuant to Section H above.

PENALTIES FOR VIOLATIONS

Covered persons who violate the Personal Trading Policies may be subject to sanctions, which may include, among other things, education or formal censure; a letter of admonition; disgorgement of profits; restrictions on such person’s personal securities transactions; fines, suspension, reassignment, demotion or termination of employment; or other significant remedial action.

All disciplinary responses to violations of the Personal Trading Policies shall be administered by the Compliance Officer. Determinations regarding appropriate disciplinary responses will be administered on a case-by-case basis.

EXHIBIT A

Definitions for the Personal Securities Trading Policies

The definitions set forth below shall apply to the terms used in the Personal Securities Trading Policies:

“Disinterested Fund Directors” are directors of the Fund who are not “interested persons” of the Fund under Section 2(a)(19) of the Investment Company Act of 1940.

“Initial Public Offering” (“IPO”) means any security which is being offered for the first time on a Recognized Stock Exchange.

“Security” includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.