Fees and Compensation.
Hamlin has adopted a Code of Ethics (the “Code”), described below, as well as other policies and
procedures to address the conflicts of interest presented by its affiliation with HCA.
Private Funds General Partner
Hamlin and Hamlin-Crest share common ownership and Hamlin-Crest serves as the general
partner of the Private Funds.
Registered Investment Company
Hamlin furnishes investment advice as investment adviser, trade execution, and certain
administrative, and compliance services to the Mutual Fund. The Mutual Fund may compensate
Hamlin for costs in providing these services. Detailed information on the services and fees can be
found in the Mutual Fund’s prospectus and statement of additional information.
Item 11 Code of Conduct and Ethics, Participation or Interest in Client Transactions, and
Personal Trading
Hamlin or a related person may purchase securities from, or sell securities to, a client. Generally,
such transactions are executed only upon client request. In accordance with Section 206(3) of the
Investment Advisers Act of 1940 (the “Advisers Act”), as amended, and the interpretations
thereunder, prior to the completion of any such transaction, Hamlin will disclose to the client in
writing that Hamlin or a related person will be acting in a principal capacity. Prior to the
completion of any such transaction, Hamlin will obtain such client’s specific consent to the
transaction. In no event will a Hamlin client be obligated to enter into, or consent to, any such
“principal” transaction.
Hamlin recommends that its clients invest in the Funds that it sponsors and manages. Hamlin
benefits from clients investing in the Funds since it receives an asset-based investment
management fee for such investment. A potential conflict of interest also exists when Hamlin
permits its employees to buy and sell the same securities in which clients invest. Many of Hamlin’s
employees maintain separate accounts with Hamlin and pay a fee for the management of such
accounts. As such, certain of Hamlin’s employees are clients of Hamlin and will invest in the
same securities as clients. As discussed in Item 12 Brokerage Practices below, Hamlin effects
batched transactions in a manner designed to ensure that no participating client, including any
related account, is favored over any other client. Please see Item 5 Fees and Compensation above
for a discussion of Hamlin acting as Bondholder Representative in connection with certain bond
investments made by Hamlin on behalf of its advisory clients, and for Hamlin or its principals
providing loans to projects in which its clients have invested.
To avoid potential conflicts of interest involving personal trading, Hamlin has adopted a Code,
which includes a formal code of conduct and ethics and insider trading policies and procedures.
Hamlin’s Code requires, among other things, that employees:
• Act with integrity, competence, diligence, respect, and in an ethical manner with the public,
clients, prospective clients, employers, employees, colleagues in the investment profession,
and other participants in the global capital markets;
• Place the integrity of the investment profession, the interests of clients, and the interests of
Hamlin above personal interests;
• Adhere to the fundamental standard that employees should not take inappropriate advantage
of their position;
• To the extent practicable, avoid any actual or potential conflict of interest;
• Conduct all personal securities transactions in a manner consistent with the Code;
• Use reasonable care and exercise independent professional judgment when conducting
investment analysis, making investment recommendations, taking investment actions, and
engaging in other professional activities;
• Practice and encourage others to practice in a professional and ethical manner that will reflect
credit on the employee and the profession; and
• Comply with applicable provisions of the federal & state securities laws.
Hamlin’s Code requires employees to: (1) pre-clear certain personal securities transactions; (2)
report personal securities transactions on at least a quarterly basis; and (3) provide Hamlin with a
detailed summary of certain holdings (both initially upon commencement of employment and
annually thereafter) over which such employees have a direct or indirect beneficial interest.
Hamlin employees regularly interact with employees at public companies as part of the research
process for the equity strategy and may have family members who work at public companies.
Hamlin may be restricted from buying or selling the securities of certain companies to the extent
it inadvertently receives material non-public information from such public companies or otherwise
determines to add such companies to its restricted list.
Some of Hamlin’s principals are invested in a portion of the equity of a senior living facility in
central New Jersey. This facility is partly owned and operated by an entity that shares common
ownership with and operates a different senior living facility whose bonds Hamlin holds on behalf
of clients. Hamlin has established a committee not subject to this conflict that will review future
purchases of bonds subject to this conflict.
Portfolio managers and other investment personnel (or members of their families) personally
invest in the Mutual Fund, Separately Managed Accounts, and Private Funds. Personal
investments may vary from product to product and investment personnel may choose not to invest
in all products they manage. These investments may create a potential conflict of interest as
investment personnel may have an incentive to favor the products in which they have a personal
interest. Hamlin maintains robust trade allocation procedures in order to mitigate this potential
conflict of interest. Portfolio managers or other investment personnel, including any employee of
...