CODE OF
ETHICS FOR PRINCIPAL EXECUTIVE AND
Principal
FINANCIAL OFFICERS
I.
Covered Officers/Purpose of the Code
Tributary Funds, Inc.’s (the
“Company” or the “Funds”) code of ethics (the “Code”) applies to the Company’s
Principal Executive Officer (“President”) and Principal Financial Officer
(“Treasurer”) (the “Covered Officers” each of whom is identified in Exhibit A)
for the purpose of promoting:
honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
full, fair, accurate, timely and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Securities and Exchange Commission (“SEC”) and in other public communications
made by the Company;
compliance with applicable laws and governmental rules and
regulations;
the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
accountability for adherence to the Code.
Each Covered
Officer should adhere to a high standard of business ethics and should be
sensitive to situations that may give rise to apparent as well as actual
conflicts of interest.
II.
Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview.
A “conflict of interest” occurs when a Covered Officer’s private interest
interferes with the interests of, or his service to, the Company. For example,
a conflict of interest would arise if a Covered Officer, or a member of his
family, receives improper personal benefits as a result of his position in the
Company.
Certain conflicts of interest arise
out of the relationships between Covered Officers and the Company and already
are subject to conflict of interest provisions in the Investment Company Act of
1940, as amended (“Investment Company Act”). For example, Covered Officers may
not individually engage in certain transactions (such as the purchase or sale
of securities or other property) with the Company because of their status as
“affiliated persons” of the Company. The Principal Executive Officer is an
employee of an affiliate of the Adviser. The Principal Financial Officer is an
employee of the Company’s Co-administrator. The Company’s and these Service
Provider’s compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and
is not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an
opportunity for improper personal benefit, conflicts arise from, or as a result
of, the contractual relationship between the Company and the Service Provider
of which the Principal Financial Officer is also an employee. As a result,
this Code recognizes that the Principal Financial Officer will, in the normal
course of his or her duties (whether formally for the Company or for the
Service Provider, or for both), be involved in establishing policies and
implementing decisions which will have different effects on the Service
Provider and the Company. The participation of the Principal Financial Officer
in such activities is inherent in the contractual relationship between the
Company and the Service Provider and is consistent with the performance by the
Principal Financial Officer of his or her duties as an officer of the Company.
Thus, if performed in conformity with the provisions of the Investment Company
Act, will be deemed to have been handled ethically. In addition, it is
recognized by the Board of Directors (the “Board”) that the Covered Officers
may also be officers or employees of one or more other investment companies
covered by this or other Codes.
Other conflicts of interest are
covered by the Code, even if such conflicts of interest are not subject to
provisions in the Investment Company Act. The following list provides examples
of conflicts of interest under the Code, but Covered Officers should keep in
mind that these examples are not exhaustive. The overarching principle is that
the personal interest of a Covered Officer should not be placed improperly
before the interest of the Company.
Each Covered
Officer must:
not use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Company whereby
the Covered Officer would benefit personally to the detriment of the Company;
not cause the Company to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather than for the
benefit of the Company;
not use material non-public knowledge of portfolio transactions
made or contemplated for the Company to trade personally or cause others to
trade personally in contemplation of the market effect of such transactions;
III.
Disclosure & Compliance
Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Company;
each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company’s Directors and auditors, and to
governmental regulators and self-regulatory organizations;
each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees of the
Company and the Company’s adviser or subadviser and co-administrators with the
goal of promoting full, fair, accurate, timely and understandable disclosure in
the reports and documents the Company files with, or submit to, the SEC and in
other public communications made by the Company; and
it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable laws,
rules and regulations.
IV.
Reporting and Accountability
Each Covered
Officer must:
upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that he/she has
received, read, and understands the Code;
annually thereafter affirm to the Board that he/she has complied
with the requirements of the Code;
not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made in good
faith;
notify the Chief Legal Officer (or equivalent) or the Qualified
Legal Compliance Committee (“QLCC”) promptly if he/she knows of any violation
of this Code. Failure to do so is itself a violation of this Code; and
report at least annually any change in his affiliations from the
prior year.
The CLO (or equivalent) is
responsible for applying this Code to specific situations in which questions
are presented under it and has the authority to interpret this Code in any
particular situation.
The Company will follow these
procedures in investigating and enforcing this Code:
the CLO or equivalent will take all appropriate action to
investigate any potential violations reported to it;
if, after such investigation, the CLO believes that no violation
has occurred, the CLO is not required to take any further action;
if the CLO concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate action,
which may include review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate personnel of the Service
Provider or its board; or a recommendation to dismiss the Covered Officer;
and
any changes to this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. Other
Policies and Procedures
This
Code shall be the sole code of ethics adopted by the Funds for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds’ advisers, principal
underwriter, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superceded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The Funds’ and their investment adviser’s,
principal underwriter’s and service providers’ codes of ethics under Rule 17j-1
under the Investment Company Act and the adviser’s more detailed policies and
procedures are separate requirements applying to the Covered Officers and
others, and are not part of this Code.
VI. Amendments
Any
amendments to this Code, other than amendments to Exhibit A, must be approved
or ratified by a majority vote of the Company’s board, including a majority of
independent directors.
VII.
Confidentiality
All
reports and records prepared or maintained pursuant to this Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the appropriate Board and its counsel, the
investment advisers and the respective Service Providers.
VIII. Internal
Use
The Code
is intended solely for the internal use by the Funds and does not constitute an
admission, by or on behalf of the Company, as to any fact, circumstance, or
legal conclusion.
Date: August 19,
2010, as amended March 31, 2017