FirstRain (the "Company") is a privately held company that offers premium research services by providing clients with targeted and relevant information on companies and trends. The Company holds itself and its employees to the highest standards of personal and professional conduct at all times and is committed to the values of integrity, ethics, and honesty. FirstRain seeks to comply with all applicable laws and regulations, to put client interests first, to avoid actual and potential conflicts of interest, and to provide the highest levels of client service.
FirstRain has established this Code of Ethics (the "Code") to set forth the standard of conduct required of all employees. This Code is designed to provide guidance as to:
It also sets forth the contact person for questions about the Code as well as the consequences of violating the Code.
Although the Code addresses some of the most common types of situations, it does not address every circumstance that may give rise to an actual or potential conflict of interest. Therefore, all employees need to be alert as to potentially unacceptable conduct, personal securities transactions and conflicts of interest, even if they are not described herein, and to consult the Chief Financial Officer as questions arise regarding the application of the Code to specific situations. Employees shall also promptly report any possible violations of the Code (whether committed by themselves or by other persons) to the Chief Financial Officer.
Back to TopThis Code is based on the following general standards, which govern all employees' business conduct and personal investment activities, as well as the administration and interpretation of this Code.
Employees must at all times:
It also sets forth the contact person for questions about the Code as well as the consequences of violating the Code.
Although the Code addresses some of the most common types of situations, it does not address every circumstance that may give rise to an actual or potential conflict of interest. Therefore, all employees need to be alert as to potentially unacceptable conduct, personal securities transactions and conflicts of interest, even if they are not described herein, and to consult the Chief Financial Officer as questions arise regarding the application of the Code to specific situations. Employees shall also promptly report any possible violations of the Code (whether committed by themselves or by other persons) to the Chief Financial Officer.
Back to TopThe following is a list of examples of certain types of prohibited conduct. This Code does not seek to identify all potential prohibited conduct or conflicts of interest. Thus, compliance with each of the specific provisions below is required but is not sufficient to shield employees from personal responsibility for improper conduct.
Definition of Employee Ownership:
As used in the Code, employee ownership of a security will be construed to include "beneficial ownership." Generally, a person has "beneficial ownership" in a security if that person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or otherwise shares: A) 1) voting power, including the power to vote or to direct the voting of the security; or 2) investment power, including the power to dispose or to direct the disposition of the security; or B) a direct or indirect pecuniary interest in the security. Specifically, a person will be regarded as having beneficial ownership of (i) a security, title to which can vest or revest in that person, (ii) any security held in another's name, if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains therefrom benefits substantially equivalent to those of ownership, and (iii) any security owned by (A) the person's spouse or minor children, (B) a trust of which the person, or the person's spouse or minor children, is or are named (individually or by class) as beneficiaries and have a present beneficial interest, or (C) immediate family members (children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, including adoptive relationships) of the person who share the person's home.
Insider Trading:
Federal securities laws prohibit trading on material, non-public information or communicating such information to others. This conduct is commonly referred to as "insider trading." Although the federal securities laws do not define the term "insider trading" and the law on this issue is evolving, it is generally understood that the law prohibits: 1) trading by an insider while in possession of material non-public information; or 2) trading by a non-insider, 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; or 3) communicating material non-public information to others. No employee may trade securities, either personally or on behalf of clients, while in possession of material non-public information regarding the security or its issuer, or communicate such material non-public information to others in violation of the law.
The term "insider" includes officers, directors, and employees of a company. In addition, persons can become "temporary insiders" due to access to information as a result of a special confidential relationship-i.e. investment advisers may become temporary insiders of a company that it advises. "Material information" is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making investment decisions or information which would substantially affect the market price of the security if disclosed. Examples of "material information" include proposed mergers and acquisitions, earnings reports, impending liquidation or bankruptcy, and significant litigation or regulatory action. Information is considered to be "non-public" until it has been effectively communicated to the marketplace-e.g., reports filed with the SEC or information published in business publications or news wires.
The penalties for insider trading are severe and may include dismissal of employment, civil injunctions, treble damages, disgorgement of all profits, jail sentences, and fines for the employee as well as the Company.
Front-Running:
Front-running means knowingly trading before a contemplated transaction by a client in order to take advantage of the resulting market movement. Front-running any trade of a client is strictly prohibited, whether or not the trade and the client's trade occur in the same market and whether or not a profit is realized from the trade. For instance, employees shall not purchase a security while knowing of the client's intent to purchase that security or a related security. Similarly, employees are prohibited from selling a security while knowing of the client's intent to sell that security or a related security.
Trading Parallel to or Against a Client:
Employees shall not purchase (or sell) a security knowing that the same or a related security is being bought (or sold) contemporaneously by a client. Similarly, employees shall not purchase (or sell) a security knowing that the client is selling (or purchasing) the same or a related security until seven calendar days after the client's transaction has been execution or withdrawn.
Theft of Corporate and Investment Opportunities:
In the course of employment or through the use of Company property, information, or position, employees may obtain valuable and sensitive information from clients about securities, issuers of securities, or other corporate and investment opportunities. Employees are prohibited from using any such information for any personal gain, whether pecuniary or otherwise, and must place the client's interest first in all cases.
Gifts and Entertainment:
On occasion, employees may be offered gifts and entertainment or receive them without notice. "Entertainment" includes meals, tickets to a sporting event or other entertainment provided that the person paying for the entertainment is present at the event and there is a business purpose to the event. A "gift" is anything of value (including meals, event tickets, discounts, travel, lodging, wine) that does not meet the definition of "entertainment" above. Gifts and entertainment of a greater than nominal or reasonable value may give rise to the appearance of impropriety.
Employees may not solicit any gifts or entertainment (regardless of value) from any business-related source. Employees may not accept any cash or cash equivalents such as money orders, personal checks, or cashier's checks. As a general guideline, employees should not accept more than $100 in gifts or $500 in entertainment from a single source per year. The value of gifts and entertainment will generally be the item's fair market value.
Employees also may not accept any gifts and entertainment if such receipt would violate the Code or interfere with the ability to carry out employment duties in an objective, honest, professional manner. If the receipt of gifts and entertainment may give rise to the appearance of impropriety or a potential conflict of interest, employees may consult the Chief Financial Officer prior to accepting the gift or entertainment.
Gifts of a nominal value (reasonable value of less than $100 per year), customary business meals, and nominal promotional items (e.g., mugs, shirts) may be accepted provided that they are consistent with the standards of the Code.
Outside Activities (Service as a Director, Outside Employment, Outside Business Ventures):
Employees are prohibited from engaging in any activities outside their scope of employment at FirstRain ("Outside Activities") that may interfere with the ability to carry out employment duties at FirstRain in an objective, ethical, and lawful manner that adheres to the highest standards of professional and personal conduct. If you have a question about whether an Outside Activity could violate the spirit or letter of this Code, please contact the Chief Financial Officer to disclose this activity and determine the appropriate action.
A violation of the Code can carry serious consequences, including subjecting the Company and its employees to civil and/or criminal liability under applicable U.S. and foreign laws as well as regulatory actions and private litigation. Moreover, violations of the Code may result in significant, lasting reputational damage. Upon discovering a Code violation, FirstRain may impose such sanctions as it deems appropriate including, among other things, disgorgement of profits, fines, a letter of warning, a letter of censure, suspension, or termination of the employment of the violator.
Specifically, violations of this Code may result in a range of consequences from various entities, including but not limited
to the following: