Exhibit 14.2

  

 

 

 

 

 

 

 

 

 

 

FULL CIRCLE CAPITAL CORPORATION

 

 

 

 

CODE OF BUSINESS

CONDUCT

 

 

 

 

 

Approved: June 24, 2013

 

 

CODE OF BUSINESS CONDUCT

 

TABLE OF CONTENTS

 

 

		Page
Introduction		1
Purpose of the Code		1
Conflicts of Interest		2
Corporate Opportunities		2
Confidentiality		2
Fair Dealing		2
Protection and Proper Use of Company Assets		3
Compliance with Applicable Laws, Rules and Regulations		3
Equal Opportunity, Harassment		4
Loans		4
Accuracy of Company Records		4
Retaining Business Communications		5
Outside Employment		5
Political Contributions		5
Media Relations		5
Intellectual Property Information		6
Internet and E-mail Policy		6
Reporting Violations and Complaint Handling		6
Administration of the Code		7
Sanctions for Code Violations		7
Application/Waivers		8
Revisions and Amendments		8

 

Appendices

 

Code Acknowledgment

A-1

 

 

CODE OF BUSINESS CONDUCT

 

Introduction

 

Ethics are important to Full Circle Capital Corporation (“Full Circle”, “our”, “us”, or “we”) and to its management. Full Circle is committed to the highest ethical standards and to conducting its business with the highest level of integrity.

 

All officers, directors and employees of Full Circle and its investment adviser, Full Circle Advisors, LLC (the “investment adviser”) are responsible for maintaining this level of integrity and for complying with the policies contained in this Code. If you have a question or concern about what is proper conduct for you or anyone else, please raise these concerns with any member of Full Circle’s management, or follow the procedures outlined in applicable sections of this Code.

 

Purpose of the Code

 

This Code is intended to:

 

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help you recognize ethical issues and take the appropriate steps to resolve these issues;

 

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deter ethical violations to avoid any abuse of position of trust and responsibility;

 

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maintain confidentiality of our business activities;

 

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assist you in complying with applicable securities laws;

 

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assist you in reporting any unethical or illegal conduct; and

 

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reaffirm and promote our commitment to a corporate culture that values honesty, integrity and accountability.

 

All employees, as a condition of employment or continued employment, will acknowledge annually, in writing, that they have received a copy of this Code, read it and understand that the Code contains our expectations regarding their conduct. All employees will receive all updates and updated versions of this Code and will be required to read and acknowledge such updates.

 

 

Conflicts of Interest

 

You must avoid any conflict, or the appearance of a conflict, between your personal interests and our interests. A conflict exists when your personal interests in any way interfere with our interests, or when you take any action or have any interests that may make it difficult for you to perform your job objectively and effectively. For example, a conflict of interest probably exists if:

 

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you cause us or the investment adviser to enter into business relationships with you or a member of your family, or invest in companies affiliated with you or a member of your family;

 

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you use any nonpublic information about us or the investment adviser, our customers or our other business partners for your personal gain, or the gain of a member of your family; or

 

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you use or communicate confidential information obtained in the course of your work for your or another’s personal benefit.

 

Corporate Opportunities

 

Each of us has a duty to advance the legitimate interests of Full Circle when the opportunity to do so presents itself. Therefore, you may not:

 

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take for yourself personally opportunities, including investment opportunities, discovered through the use of your position with us or the investment adviser, or through the use of either’s property or information;

 

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use our or the investment adviser’s property, information, or position for your personal gain or the gain of a family member; or

 

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compete, or prepare to compete, with us or the investment adviser.

 

Confidentiality

 

You must not disclose confidential information regarding us, the investment adviser, our affiliates, our lenders, our clients, or our other business partners, unless disclosure is authorized or required by law. Confidential information includes all non-public information that might be harmful to, or useful to the competitors of, Full Circle, our affiliates, our lenders, our clients, or our other business partners. This obligation continues even after you leave Full Circle, until the information becomes publicly available.

 

Fair Dealing

 

You must endeavor to deal fairly with our customers, suppliers and business partners, or any other companies or individuals with whom we do business or come into contact with, including fellow employees and our competitors. You must not take unfair advantage of these or other parties by means of:

 

 

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manipulation;

 

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concealment;

 

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abuse of privileged information;

 

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misrepresentation of material facts; or

 

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any other unfair-dealing practice.

 

Protection and Proper Use of Company Assets

 

Our assets are to be used only for legitimate business purposes. You should protect our assets and ensure that they are used efficiently.

 

Incidental personal use of telephones, fax machines, copy machines, personal computers and similar equipment is generally allowed if there is no significant added cost to us, it does not interfere with your work duties, and is not related to an illegal activity or to any outside business.

 

Compliance with Applicable Laws, Rules and Regulations

 

Each of us has a duty to comply with all laws, rules and regulations that apply to our business. Highlighted below are some of the key compliance guidelines that must be followed.

 

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Insider trading. It is against the law to buy or sell securities using material information that is not available to the public. Individuals who give this “inside” information to others may be liable to the same extent as the individuals who trade while in possession of such information. You must not trade in our securities, or the securities of our affiliates, our lenders, our advisory clients or our other business partners while in the possession of “inside” information. All employees are required to be familiar and comply with our Statement of Policy on Insider Trading.

 

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“Whistleblower” protections. It is against the law to discharge, demote, suspend, threaten, harass or discriminate in any manner against an employee who provides information or otherwise assists in investigations or proceedings relating to violations of federal securities laws or other federal laws prohibiting fraud against shareholders or advisory clients. You must not discriminate in any way against an employee who engages in these “whistleblower” activities.

 

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Investment Company Act and Investment Advisers Act requirements. A separate code of ethics has been established to comply with the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940 as amended, and is applicable to those persons designated in such code.

 

 

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Document retention. You must adhere to appropriate procedures governing the retention and destruction of records consistent with applicable laws, regulations and our policies. You may not destroy, alter or falsify any document that may be relevant to a threatened or pending lawsuit or governmental investigation.

 

Please talk to the Chief Compliance Officer or any member of senior management if you have any questions about how to comply with the above regulations and other laws, rules and regulations.

 

In addition, we expect you to comply with all our policies and procedures that apply to you. We may modify or update our policies and procedures in the future, and may adopt new company policies and procedures from time to time. You are also expected to observe the terms of any confidentiality agreement, employment agreement or other similar agreement that applies to you.

 

Equal Opportunity, Harassment

 

We are committed to providing equal opportunity in all of our employment practices including selection, hiring, promotion, transfer, and compensation of all qualified applicants and employees without regard to race, color, sex or gender, sexual orientation, religion, age, national origin, handicap, disability, citizenship status, or any other status protected by law. With this in mind, there are certain behaviors that will not be tolerated. These include harassment, violence, intimidation, and discrimination of any kind involving race, color, sex or gender, sexual orientation, religion, age, national origin, handicap, disability, citizenship status, marital status, or any other status protected by law.

 

Loans

 

No employee may borrow funds from or become indebted to any person, business or company having material business dealings or a material relationship with Full Circle, except with respect to customary personal loans (e.g., home mortgage loans, automobile loans, or lines of credit), unless the arrangement is disclosed in writing and receives prior written approval from the Chief Compliance Officer of the Company and/or the investment adviser, as appropriate. No employee may use Full Circle’s name, position in a particular market or good will to receive any benefit on loan transactions without the prior express written consent of the Chief Compliance Officer of the Company and/or the investment adviser, as appropriate.

 

Accuracy of Company Records

 

We require honest and accurate recording and reporting of information in order to make responsible business decisions. This includes such data as quality, safety, and personnel records, as well as financial records.

 

 

All financial books, records and accounts must accurately reflect transactions and events, and conform both to required accounting principles and to our system of internal controls.

 

Retaining Business Communications

 

The law requires us to maintain certain types of corporate records, usually for specified periods of time. Failure to retain those records for those minimum periods could subject us to penalties and fines, cause the loss of rights, obstruct justice, place us in contempt of court, or seriously disadvantage us in litigation.

 

From time to time we establish retention or destruction policies in order to ensure legal compliance. We expect you to fully comply with any published records retention or destruction policies, provided that you should note the following exception: If you believe, or we inform you, that our records are relevant to any litigation or governmental action, or any potential litigation or action, then you must preserve those records until we determine the records are no longer needed. This exception supersedes any previously or subsequently established destruction policies for those records. If you believe that this exception may apply, or have any questions regarding the possible applicability of that exception, please contact our Chief Compliance Officer.

 

Outside Employment

 

Without the written consent of the Chief Executive Officer of the Company or the Chief Compliance Officer of the investment adviser, no officer or employee is permitted to:

 

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engage in any other financial services business for profit;

 

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be employed or compensated by any other business for work performed; or

 

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have a significant (more than 5% equity) interest in any other financial services business, including, but not limited to, banks, brokerages, investment advisers, insurance companies or any other similar business.

 

Requests for outside employment waivers should be made in writing to the Chief Executive Officer of the Company with a copy to the Chief Compliance Officer of the Company or to the Chief Compliance Officer of the investment adviser, as appropriate

 

Political Contributions

 

No funds of Full Circle may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time. For employees of the investment adviser, please note that any political activity must comply with the investment adviser’s Pay to Play policy.

 

Media Relations

 

We must speak with a unified voice in all dealings with the press and other media. As a result, our Chief Executive Officer is the sole contact for media seeking information about Full Circle. Any requests from the media must be referred to our Chief Executive Officer.

 

 

Intellectual Property Information

 

Information generated in our business is a valuable asset. Protecting this information plays an important role in our growth and ability to compete. Such information includes business and research plans; objectives and strategies; trade secrets; unpublished financial information; salary and benefits data; lender and other business partner lists. Employees who have access to our intellectual property information are obligated to safeguard it from unauthorized access and:

 

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Not disclose this information to persons outside of Full Circle;

 

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Not use this information for personal benefit or the benefit of persons outside of Full Circle; and

 

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Not share this information with other employees except on a legitimate “need to know” basis.

 

Internet and E-Mail Policy

 

We provide an e-mail system and Internet access to certain of our employees to help them do their work. You may use the e-mail system and the Internet only for legitimate business purposes in the course of your duties. Incidental and occasional personal use is permitted, but never for personal gain or any improper use. Further, you are prohibited from discussing or posting information regarding Full Circle in any external electronic forum, including Internet chat rooms or electronic bulletin boards, unless pre-approved by the Chief Compliance Officer in accordance with the investment adviser’s Social Media Policy.

 

Reporting Violations and Complaint Handling

 

You are responsible for compliance with the rules, standards and principles described in this Code. In addition, you should be alert to possible violations of the Code by Full Circle or the investment adviser’s employees, officers and directors, and you are expected to report a violation promptly. Normally, reports should be made to one’s immediate supervisor. Under some circumstances, it may be impractical or you may feel uncomfortable raising a matter with your supervisor. In those instances, you are encouraged to contact our Chief Compliance Officer who will investigate and report the matter to our Chief Executive Officer and/or Board of Directors, as the circumstance dictates. You will also be expected to cooperate in an investigation of a violation.

 

 

Anyone who has a concern about our conduct, the conduct of an officer of Full Circle or its investment adviser or our accounting, internal accounting controls or auditing matters, may communicate that concern to the Audit Committee of the Board of Directors by direct communication with our Chief Compliance Officer or by email or in writing. All reported concerns shall be forwarded to the Audit Committee and will be simultaneously addressed by our Chief Compliance Officer in the same way that other concerns are addressed by us. The status of all outstanding concerns forwarded to the Audit Committee will be reported on a quarterly basis by our Chief Compliance Officer. The Audit Committee may direct that certain matters be presented to the full board and may also direct special treatment, including the retention of outside advisors or counsel, for any concern reported to it.

 

All reports will be investigated and whenever possible, requests for confidentiality shall be honored. And, while anonymous reports will be accepted, please understand that anonymity may hinder or impede the investigation of a report. All cases of questionable activity or improper actions will be reviewed for appropriate action, discipline or corrective actions. Whenever possible, we will keep confidential the identity of employees, officers or directors who are accused of violations, unless or until it has been determined that a violation has occurred.

 

There will be no reprisal, retaliation or adverse action taken against any employee

who, in good faith, reports or assists in the investigation of, a violation or suspected violation, or who makes an inquiry about the appropriateness of an anticipated or actual course of action.

 

For reporting concerns about Full Circle’s or its investment adviser’s conduct, the conduct of an officer of Full Circle or its investment adviser, or about Full Circle’s or its investment adviser’s accounting, internal accounting controls or auditing matters, you may use the following means of communication:

 

ADDRESS:	Full Circle Capital Corporation
	800 Westchester Ave, Suite S-620
	Rye Brook, New York 10573

In the case of a confidential, anonymous submission, employees should set forth their concerns in writing and forward them in a sealed envelope to the Chairperson of the Audit Committee, in care of our Chief Compliance Officer, such envelope to be labeled with a legend such as: “To be opened by the Audit Committee only.”

 

Administration of the Code

 

The Chief Compliance Officer has overall responsibility for administering the Code and reporting on the administration of and compliance with the Code and related matters to our Board of Directors.

 

Sanctions for Code Violations

 

All violations of the Code will result in appropriate corrective action, up to and including dismissal. If the violation involves potentially criminal activity, the individual or individuals in question will be reported, as warranted, to the appropriate authorities.

 

 

 

Application/Waivers

 

All the directors, officers and employees of Full Circle and its investment adviser are subject to this Code.

 

Insofar as other policies or procedures of Full Circle or its investment adviser govern or purport to govern the behavior or activities of all persons who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.

 

Any amendment or waiver of the Code for an executive officer or member of our Boards of Directors must be made by our Board of Directors and disclosed on our website or on a Form 8-K filed with the Securities and Exchange Commission within four business days following such amendment or waiver.

 

Revisions and Amendments

 

This Code may be revised, changed or amended at any time by our Board of Directors. Following any material revisions or updates, an updated version of this Code will be distributed to you, and will supersede the prior version of this Code effective upon distribution. We may ask you to sign an acknowledgement confirming that you have read and understood the revised version of the Code, and that you agree to comply with the provisions.

 

 

APPENDIX A

 

Full Circle Capital Corporation

 

Acknowledgment Regarding

Code of Business Conduct

 

This acknowledgment is to be signed and returned to our Chief Compliance Officer and will be retained as part of your permanent personnel file.

 

I have received a copy of Full Circle Capital Corporation’s Code of Business Conduct, read it, and understand that the Code contains the expectations of Full Circle Capital Corporation regarding employee conduct. I agree to observe the policies and procedures contained in the Code of Business Conduct and have been advised that, if I have any questions or concerns relating to such policies or procedures, I understand that I have an obligation to report to the Audit Committee, the Chief Compliance Officer or other such designated officer, any suspected violations of the Code of which I am aware. I also understand that the Code is issued for informational purposes and that it is not intended to create, nor does it represent, a contract of employment.

 

 

 

Employee’s Name (Printed)

 

 

 

Employee’s Signature

 

 

Date

 

The failure to read and/or sign this acknowledgment in no way relieves you of your responsibility to comply with Full Circle Capital Corporation’s Code of Business Conduct.