exv10w6



 



Exhibit 10.6



OXFORD FINANCE CORPORATION



CODE OF ETHICS



SECTION I: STATEMENT OF PURPOSE AND APPLICABILITY




	 	(A)	 	Statement of Purpose
	 
	 	 	 	It is the policy of Oxford Finance Corporation (the “Company”) that
no affiliated person of the Company shall, in connection with the
purchase or sale, directly or indirectly, by such person of any
security held or to be acquired by the Company,




	 	(1)	 	Employ any device, scheme or artifice to defraud the Company;
	 
	 	(2)	 	Make to the Company any untrue statement of a
material fact or omit to state to the Company a material fact
necessary in order to make the statement made, in light of the
circumstances under which it is made, not misleading;
	 
	 	(3)	 	Engage in any act, practice, or course of
business which operates or would operate as a fraud or deceit
upon the Company; or
	 
	 	(4)	 	Engage in any manipulative practice with respect
to the Company.




	 	(B)	 	Scope of the Code
	 
	 	 	 	In order to prevent the access persons, as defined in Section II,
paragraph (A) below, of the Company from engaging in any of these
prohibited acts, practices or courses of business, the Board of
Directors of the Company has adopted this Code of Ethics (“Code”).



SECTION II: DEFINITIONS




	 	(A)	 	Access Person. “Access Person” means any director, officer,
or “Advisory Person” of the Company.
	 
	 	(B)	 	Advisory Person. “Advisory Person” of the Company means: (i)
any employee of the Company or of any company in a control
relationship to the Company, who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Covered Security by
the Company, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (ii)
any natural person in a control relationship to the Company who
obtains information concerning recommendations made to the Company
with regard to the purchase or sale of Covered Security.
	 
	 	(C)	 	Beneficial Interest. “Beneficial Interest” includes any
entity, person, trust, or account with respect to which an Access
Person exercises investment discretion or provides



 






 







	 	 	 	investment advice. A beneficial interest shall be presumed to
include all accounts in the name of or for the benefit of the
Access Person, his or her spouse, dependent children, or any person
living with him or her or to whom he or she contributes economic
support.
	 
	 	(D)	 	Beneficial Ownership. “Beneficial Ownership” shall be
determined in accordance with Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, except that the determination of direct or
indirect Beneficial Ownership shall apply to all securities, and not
just equity securities, that an Access Person has or acquires. Rule
16a-1(a)(2) provides that the term “beneficial owner” means any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise, has or
shares a direct or indirect pecuniary interest in any equity
security. Therefore, an Access Person may be deemed to have
Beneficial Ownership of securities held by members of his or her
immediate family sharing the same household, or by certain
partnerships, trusts, corporations, or other arrangements.
	 
	 	(E)	 	Control. “Control” shall have the same meaning as that set
forth in Section 2(a)(9) of the 1940 Act.
	 
	 	(F)	 	Covered Security. “Covered Security” means a security as
defined in Section 2(a)(36) of the Investment Company Act of 1940,
as amended (the “1940 Act”), except that it does not include (i)
direct obligations of the Government of the United States; (ii)
banker’s acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments including repurchase
agreements; and (iii) shares issued by registered open-end
investment companies (i.e., mutual funds).
	 
	 	(G)	 	Company. The “Company” means Oxford Finance Corporation, a
Maryland corporation.
	 
	 	(H)	 	Designated Officer. “Designated Officer” shall mean the
officer of the Company designated by the Board of Directors from
time to time to be responsible for management of compliance with
this Code. The Designated Officer may appoint a designee to carry
out certain of his or her functions pursuant to this Code.
	 
	 	(I)	 	Disinterested Director. “Disinterested Director” means a
director of the Company who is not an “interested person” of the
Company within the meaning of Section 2(a)(19) of the 1940 Act.
	 
	 	(J)	 	Initial Public Offering. “Initial Public Offering” means an
offering of securities registered under the Securities Act of 1933
(the “Securities Act”), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934.
	 
	 	(K)	 	Investment Personnel. “Investment Personnel” means: (i) any
employee of the Company (or of any company in a control relationship
to the Company) who, in connection with his or her regular functions
or duties, makes or participates in making recommendations regarding
the purchase or sale of securities by the Company; and (ii) any
natural person who controls the Company and who obtains information
concerning recommendations regarding the purchase or sale of
securities by the Company.



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	 	(L)	 	Limited Offering. “Limited Offering” means an offering that
is exempt from registration under the Securities Act pursuant to
Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or
Rule 506 under the Securities Act.
	 
	 	(M)	 	Purchase or Sale of a Covered Security. “Purchase or Sale of
a Covered Security” is broad and includes, among other things, the
writing of an option to purchase or sell a covered security, or the
use of a derivative product to take a position in a Covered
Security.



SECTION III: STANDARDS OF CONDUCT




	 	(A)	 	General Standards




	 	(1)	 	No Access Person shall engage, directly or
indirectly, in any business transaction or arrangement for
personal profit that is inconsistent with the best interests
of the Company or its shareholders; nor shall he or she make
use of any confidential information gained by reason of his or
her employment by or affiliation with the Company or
affiliates thereof in order to derive a personal profit for
himself or herself or for any Beneficial Interest, in
violation of the fiduciary duty owed to the Company or its
shareholders.
	 
	 	(2)	 	Any Access Person recommending or authorizing the
purchase or sale of a Covered Security by the Company shall,
at the time of such recommendation or authorization, disclose
any Beneficial Interest in, or Beneficial Ownership of, such
Covered Security or the issuer thereof.
	 
	 	(3)	 	No Access Person shall dispense any information
concerning securities holdings or securities transactions of
the Company to anyone outside the Company, without obtaining
prior written approval from the Designated Officer, or such
person or persons as these individuals may designate to act on
their behalf. Notwithstanding the preceding sentence, such
Access Person may dispense such information without obtaining
prior written approval:




	 	(a)	 	when there is a public report
containing the same information;
	 
	 	(b)	 	when such information is dispensed in
accordance with compliance procedures established to
prevent conflicts of interest between the Company and
its affiliates;
	 
	 	(c)	 	when such information is reported to
directors of the Company;
	 
	 	(d)	 	in the ordinary course of his or her
duties on behalf of the Company; or
	 
	 	(e)	 	as required by applicable law.




	 	(4)	 	All personal securities transactions should be
conducted consistent with this Code and in such a manner as to
avoid actual or potential conflicts of interest, the



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	 	 	 	appearance of a conflict of interest, or any abuse of an
individual’s position of trust and responsibility within the
Company.




	 	(B)	 	Prohibited Transactions




	 	(1)	 	General Prohibition. No Access Person shall
purchase or sell, directly or indirectly, any Covered Security
in which he or she has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership and
which such Access Person knows or should have known at the
time of such purchase or sale is being considered for purchase
or sale by the Company, or is held in the portfolio of the
Company unless such Access Person shall have obtained prior
written approval for such purpose from the Designated Officer.




	 	(a)	 	An Access Person who becomes aware
that the Company is considering the purchase or sale of
any Covered Security by any person (an issuer) must
immediately notify the Designated Officer of any
interest that such Access Person may have in any
outstanding Covered Securities of that issuer.
	 
	 	(b)	 	An Access Person shall similarly
notify the Designated Officer of any other interest or
connection that such Access Person might have in or with
such issuer.
	 
	 	(c)	 	Once an Access Person becomes aware
that the Company is considering the purchase or sale of
a Covered Security or that the Company holds a Covered
Security in its portfolio, such Access Person may not
engage, without prior approval of the Designated
Officer, in any transaction in any Covered Securities of
that issuer.
	 
	 	(d)	 	The foregoing notifications or
permission may be provided verbally, but should be
confirmed in writing as soon and with as much detail as
possible.




	 	(2)	 	Initial Public Offerings and Limited Offerings.
Investment Personnel of the Company must obtain approval from
the Company before directly or indirectly acquiring beneficial
ownership in any securities in an Initial Public Offering or
in a Limited Offering.
	 
	 	(3)	 	Blackout Periods. No Investment Personnel shall
execute a securities transaction in any security that the
Company owns or is considering for purchase or sale.
	 
	 	(4)	 	Company Acquisition of Shares in Companies that
Investment Personnel Hold Through Limited Offerings.
Investment Personnel who have been authorized to acquire
securities in a Limited Offering must disclose that investment
to the Designated Officer when they are involved in the
Company’s subsequent consideration of an investment in the
issuer, and the Company’s decision to purchase such securities
must be independently reviewed by Investment Personnel with no
personal interest in that issuer.



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	 	(5)	 	Gifts. No Access Person may accept, directly or
indirectly, any gift, favor, or service of more than a de
minimis value from any person with whom he or she transacts
business on behalf of the Company under circumstances when to
do so would conflict with the Company’s best interests or
would impair the ability of such person to be completely
disinterested when required, in the course of business, to
make judgments and/or recommendations on behalf of the
Company.
	 
	 	(6)	 	Service as Director. No Access Person shall
serve on the board of directors of a portfolio company of the
Company without prior written authorization of the Designated
Officer based upon a determination that the board service
would be consistent with the interests of the Company and its
shareholders.



SECTION IV: PROCEDURES TO IMPLEMENT CODE OF ETHICS



The following reporting procedures have been established to assist Access
Persons in avoiding a violation of this Code, and to assist the Company in
preventing, detecting, and imposing sanctions for violations of this Code.
Every Access Person must follow these procedures. Questions regarding these
procedures should be directed to the Designated Officer.



	 	(A)	 	Applicability
	 
	 	 	 	All Access Persons are subject to the reporting requirements set
forth in Section IV(B) except:




	 	(1)	 	with respect to transactions effected for, and
Covered Securities held in, any account over which the Access
Person has no direct or indirect influence or control;
	 
	 	(2)	 	a Disinterested Director, who would be required
to make a report solely by reason of being a Director, need
not make: (1) an initial holdings or an annual holdings
report; and (2) a quarterly transaction report, unless the
Disinterested Director knew or, in the ordinary course of
fulfilling his or her official duties as a Director, should
have known that during the 15-day period immediately before or
after such Disinterested Director’s transaction in a Covered
Security, the Company purchased or sold the Covered Security,
or the Company or its investment adviser considered purchasing
or selling the Covered Security.
	 
	 	(3)	 	an Access Person need not make a quarterly
transaction report if the report would duplicate information
contained in broker trade confirmations or account statements
received by the Company with respect to the Access Person in
the time required by subsection (B)(2) of this Section IV, if
all of the information required by subsection (B)(2) of this
Section IV is contained in the broker trade confirmations or
account statements, or in the records of the Company, as
specified in subsection (B)(4) of this Section IV.



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	 	(B)	 	Report Types




	 	(1)	 	Initial Holdings Report. An Access Person must
file an initial report not later than 10 days after that
person became an Access Person. The initial report must: (a)
contain the title, number of shares and principal amount of
each Covered Security in which the Access Person had any
direct or indirect beneficial ownership when the person became
an Access Person; (b) identify any broker, dealer or bank with
whom the Access Person maintained an account in which any
Covered Securities were held for the direct or indirect
benefit of the Access Person as of the date the person became
an Access Person; and (c) indicate the date that the report is
filed with the Designated Person. A copy of a form of such
report is attached hereto as Exhibit B.
	 
	 	(2)	 	Quarterly Transaction Report. An Access Person
must file a quarterly transaction report not later than 10
days after the end of a calendar quarter.




	 	(a)	 	With respect to any transaction made
during the reporting quarter in a Covered Security in
which such Access Person had any direct or indirect
beneficial ownership, the quarterly transaction report
must contain: (i) the transaction date, title, interest
date and maturity date (if applicable), the number of
shares and the principal amount of each Covered
Security; (ii) the nature of the transaction (i.e.,
purchase, sale or any other type of acquisition or
disposition); (iii) the price of the Covered Security at
which the transaction was effected; (iv) the name of the
broker, dealer or bank through which the transaction was
effected; and (v) the date that the report is submitted
by the Access Person. A copy of a form of such report
is attached hereto as Exhibit C.
	 
	 	(b)	 	With respect to any account
established by the Access Person in which any securities
were held during the quarter for the direct or indirect
benefit of the Access Person, the quarterly transaction
report must contain: (i) the name of the broker, dealer
or bank with whom the Access Person established the
account; (ii) the date the account was established; and
(iii) the date that the report is submitted by the
Access Person.




	 	(3)	 	Annual Holdings Report. An Access Person must
file an annual holdings report not later than 30 days after
the end of a fiscal year. The annual report must contain the
following information (which information must be current as of
a date no more than 30 days before the report is submitted):
(a) the title, number of shares, and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership; (b) the name of any broker,
dealer or bank in which any Covered Securities are held for
the direct or indirect benefit of the Access Person; and (c)
the date the report is submitted. A copy of a form of such
report is attached hereto as Exhibit D.
	 
	 	(4)	 	Account Statements. In lieu of providing a
quarterly transaction report, an Access Person may provide, or
may direct his or her broker to provide, to the Designated
Officer copies of periodic statements for all investment
accounts in



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	 	 	 	which they have Beneficial Ownership that provide the
information required in quarterly transaction reports, as set
forth above.
	 
	 	(5)	 	Company Reports. No less frequently than
annually, the Company must furnish to the Board, and the Board
must consider, a written report that:




	 	(a)	 	describes any issues arising under
the Code or procedures since the last report to the
Board, including but not limited to, information about
material violations of the code or procedures and
sanctions imposed in response to the material
violations; and
	 
	 	(b)	 	certifies that the Company has
adopted procedures reasonably necessary to prevent
Access Persons from violating the Code.




	 	(C)	 	Disclaimer of Beneficial Ownership. Any report required
under this Section IV may contain a statement that the report shall
not be construed as an admission by the person submitting such
duplicate confirmation or account statement or making such report
that he or she has any direct or indirect beneficial ownership in
the Covered Security to which the report relates.
	 
	 	(D)	 	Review of Reports. The reports required to be submitted
under this Section IV shall be delivered to the Designated Officer.
The Designated Officer shall review such reports to determine
whether any transactions recorded therein constitute a violation of
the Code. Before making any determination that a violation has been
committed by any Access Person, such Access Person shall be given an
opportunity to supply additional explanatory material. The
Designated Officer shall maintain copies of the reports as required
by Rule 17j-1(f).
	 
	 	(E)	 	Acknowledgment and Certification. Upon becoming an Access
Person and annually thereafter, all Access Persons shall sign an
acknowledgment and certification of their receipt of and intent to
comply with this Code in the form attached hereto as Exhibit A and
return it to the Designated Officer. Each Access Person must also
certify annually that he or she has read and understands the Code
and recognizes that he or she is subject to the Code. In addition,
each access person must certify annually that he or she has complied
with the requirements of the Code and that he or she has disclosed
or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
	 
	 	(F)	 	Records. The Company shall maintain records with respect to
this Code in the manner and to the extent set forth below, which
records may be maintained on microfilm or electronic storage media
under the conditions described in Rule 31a-2(f) under the 1940 Act
and shall be available for examination by representatives of the
Securities and Exchange Commission (the “SEC”):




	 	(1)	 	A copy of this Code and any other code of ethics
of the Company that is, or at any time within the past five
years has been, in effect shall be maintained in an easily
accessible place;



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	 	(2)	 	A record of any violation of this Code and of any
action taken as a result of such violation shall be maintained
in an easily accessible place for a period of not less than
five years following the end of the fiscal year in which the
violation occurs;
	 
	 	(3)	 	A copy of each report made by an Access Person or
duplicate account statement received pursuant to this Code,
including any information provided in lieu of the reports
under subsection (A)(3) of this Section IV shall be maintained
for a period of not less than five years from the end of the
fiscal year in which it is made or the information is
provided, the first two years in an easily accessible place;
	 
	 	(4)	 	A record of all persons who are, or within the
past five years have been, required to make reports pursuant
to this Code, or who are or were responsible for reviewing
these reports, shall be maintained in an easily accessible
place;
	 
	 	(5)	 	A copy of each report required under subsection
(B)(5) of this Section IV shall be maintained for at least
five years after the end of the fiscal year in which it is
made, the first two years in an easily accessible place; and
	 
	 	(6)	 	A record of any decision, and the reasons
supporting the decision, to approve the direct or indirect
acquisition by an Access Person of beneficial ownership in any
securities in an Initial Public Offering or Limited Offering
shall be maintained for at least five years after the end of
the fiscal year in which the approval is granted.




	 	(G)	 	Obligation to Report a Violation. Every Access Person who
becomes aware of a violation of this Code of Ethics by any person
must report it to the Designated Officer, who shall report it to
appropriate management personnel. The management personnel will
take such disciplinary action that they consider appropriate under
the circumstances. In the case of officers or other employees of
the Company, such action may include removal from office. If the
management personnel consider disciplinary action against any
person, they will cause notice thereof to be given to that person
and provide to that person the opportunity to be heard. The Board
will be notified, in a timely manner, of remedial action taken with
respect to violations of the Code.
	 
	 	(H)	 	Confidentiality. All reports of Covered Securities
transactions, duplicate confirmations, account statements and other
information filed with the Company or furnished to any person
pursuant to this Code shall be treated as confidential, but are
subject to review as provided herein and by representatives of the
SEC or otherwise to comply with applicable law or the order of a
court of competent jurisdiction.



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SECTION V: SANCTIONS



Upon determination that a violation of this Code has occurred, appropriate
management personnel of the Company may impose such sanctions as they deem
appropriate, including, among other things, disgorgement of profits, a letter
of censure or suspension or termination of the employment of the violator. All
violations of this Code and any sanctions imposed with respect thereto shall be
reported in a timely manner to the Board of Directors of the Company.



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