Ethics and Business Conduct Policy

Stone Pier Capital Advisors, LP:  Ethics and Business Conduct Policy

1.    Introduction

This Ethics and Business Conduct Policy (the “Policy”) has been adopted by Stone Pier Capital Advisors, LP (the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment or other affiliation at the Company, including student internships.

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our equity owners.  All of our principals, employees, officers, directors, consultants and other affiliated persons, including interns (collectively, “Persons”) must conduct themselves according to the language and spirit of this Policy and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Policy may result in negative consequences for the Company and for the individuals involved.

One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Policy and applicable law is imperative.

Any reference to “Company” in this Policy shall mean the Company and all of its subsidiaries and affiliated units as may exist from time to time.

2. Compliance with Laws, Rules and Regulations

We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No Person shall commit an illegal or unethical act, or instruct others to do so, for any reason.

If you believe that any practice raises questions as to compliance with this Policy or applicable law, rule or regulation or if you otherwise have questions regarding any law, rule or regulation, please contact one or more of the Managing Directors.

3. Trading on Inside Information

Using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip” based on such information is illegal, and in any event, in violation of this Policy.  All such non-public information should be considered inside information and should never be used for personal gain.  Such information, as long as it is non-public, is strictly confidential and subject to the confidentiality provisions agreed to upon your joining or affiliating with the Company. You should contact a Managing Director of the Company with any questions about your ability to buy or sell securities and otherwise keep confidential relevant information.

4. Protection of the Company’s Confidential Proprietary Information

Confidential proprietary information generated and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence as agreed to upon your joining or affiliating with the Company, except when disclosure is authorized by the Company or required by law.

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require all Persons to observe such rights.

Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company.

5. Conflicts of Interest

The Company’s Persons have an obligation to act in the best interest of the Company. All such Persons should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

A “conflict of interest” occurs when a Person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company. A conflict of interest can arise when a Person takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise when a Person (or his or her family members) receives improper personal benefits as a result of the Person’s position in the Company.

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations which may constitute a conflict of interest:

  • Working, in any capacity, for a competitor, customer or supplier to the Company or a client of the Company while employed by or affiliated with the Company.
  • Accepting gifts of more than modest value or receiving personal discounts or other benefits as a result of your position in the Company from a competitor, customer or supplier to the Company or a client of the Company.
  • Competing with the Company or a client of the Company for the purchase or sale of property, services or other interests.
  • Having an interest in a transaction involving the Company or a client of the Company (not including routine investments in publicly traded companies).
  • Receiving a loan or guarantee of an obligation as a result of your position with the Company.
  • Directing business to a company owned or managed by, or which employs, a relative or friend unless such relationships are approved by the Company’s equity owners.

Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to the General Counsel.

In order to avoid conflicts of interests, each Person must disclose to a Managing Director any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

6. Protection and Proper Use of Company Assets

Protecting Company assets against loss, theft or other misuse is the responsibility of every Person.  Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to any Managing Director.

The sole purpose of the Company’s equipment, vehicles and supplies is the conduct of our business. They may only be used for Company business consistent with Company guidelines.

7. Corporate Opportunities

Company Persons are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No Person may use corporate property, information or position for personal gain, and no Person may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the Person takes away from the Company opportunities for sales or purchases of products, services or interests.

8. Fair Dealing

Each Person should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Company and the Person involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Practices that are acceptable in commercial business environments may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the Managing Directors a group.

Except in certain limited circumstances, the Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact a Managing Director before taking any action.

9. Compliance with This Policy and Reporting of Any Illegal or Unethical Behavior

All Persons are expected to comply with all of the provisions of this Policy. The Policy will be strictly enforced throughout the Company and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the Policy that involve illegal behavior will be reported to the appropriate authorities.

Situations which may involve a violation of ethics, laws or this Policy may not always be clear and may require difficult judgment. All Persons should report any concerns or questions about violations of laws, rules, regulations or this Policy to a Managing Director.

The Company encourages all Persons to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all Persons without fear of retribution or retaliation is vital to the successful implementation of this Policy. You are required to cooperate in internal investigations of misconduct and unethical behavior.

10. Waivers and Amendments

Any waivers of and amendments to the provisions in this Policy may only be granted by the Managing Directors as a group.

11. Equal Opportunity, Non-Discrimination and Fair Employment

The Company’s policies for recruitment, advancement and retention forbid discrimination on the basis of any criteria prohibited by law, but in any event including but not limited to race, sex, sexual preference, ethnic or national background, religious beliefs and age. Our policies are designed to ensure that all Persons are treated, and treat each other, fairly and with respect and dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All Persons are required to comply with the Company’s policy on equal opportunity, non-discrimination and fair employment.

12. Compliance with Antitrust Laws

The antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and allocating markets or customers. Antitrust laws can be very complex, and violations may subject the Company and Company Persons to criminal sanctions, including fines, jail time and civil liability. If you have any questions, consult a Managing Director.

13. Political Contributions and Activities

The Company does not make political contributions. This policy applies solely to the use of Company assets and is not intended to discourage or prevent Persons from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly by the Company for personal political contributions.

14. Environment, Health and Safety

The Company is committed to conducting its business in compliance with all applicable environmental and workplace health and safety laws and regulations. The Company strives to provide a safe and healthy work environment for all Persons and to avoid adverse impact and injury to the environment and communities in which we conduct our business. Achieving this goal is the responsibility of all Persons.