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