A "subject person" clause typically defines the individual or entity to whom certain responsibilities, rights, or conditions within a contract apply, ensuring clarity regarding who is bound or benefited by specific terms. This clause helps prevent ambiguity and potential disputes by explicitly identifying the relevant party involved in contractual obligations or entitlements.
The Board of Directors (the “Board”) of Sequoia Fund, Inc. (the “Fund”) has adopted this code of ethics (the “Code”) applicable to Directors who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Directors” or “Subject Persons”).
A. Personal Investment Activities. It is unlawful for a Subject Person in connection with his or her purchase or sale (directly or indirectly) of a Security Held or to be Acquired by the Fund (as defined in Appendix B hereto), to: · employ any device, scheme or artifice to defraud the Fund; · to make any untrue statement of material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; · to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or · to engage in any manipulative practice with respect to the Fund.
B. Insider Trading. It is unlawful for a Subject Person to use material, non-public information in violation of the federal securities laws (“insider trading”). The Fund’s policy on insider trading applicable to a Subject Person is set forth on Appendix A hereto. If a Subject Person becomes aware of any potential violation of this Code, he or she shall report such matter to the CCO as soon as reasonably practicable.
Except as provided below, a Subject Person is ordinarily not required to report his or her personal securities transactions to the Fund or its representatives under this Code. A Subject Person is, however, required to deliver to the CCO a transaction report containing the information set forth in Appendix B if the Subject Person knew or, in the ordinary course of fulfilling his or her official duties as an Independent Director, should have known, that during the fifteen-day period immediately before or after a transaction by such Subject Person in a Covered Security (as defined in Appendix B, and including securities both directly and indirectly beneficially owned by such Subject Person), the Fund purchased or sold such Covered Security, or the Fund or the Adviser considered purchasing or selling such Covered Security.
The CCO and the Audit Committee of the Fund shall review any reports delivered by a Subject Person pursuant to this Code at the next regularly scheduled meeting of the Committee or sooner if deemed necessary by the CCO and the Chair of the Committee. Any such review shall give special attention to evidence, if any, of violations or potential violations of the antifraud provisions of the federal securities law or the procedural requirements or ethical standards of this Code.
Each Subject Person must sign a certification (substantially in the form of Appendix C hereto) promptly after i) the effective date of this Code or ii) becoming a Subject Person, which certification acknowledges that the Subject Person: (i) has received a copy of this Code and any amendments hereto, (ii) has read and understands all the provisions of this Code, and (iii) agrees to comply with the provisions of this Code.
It is the Fund’s policy that: 1. No Subject Person may trade in any security (including any equity or fixed income instruments), either personally or on behalf of others, while in possession of material, non-public information relating to the issuer of that security; 2. No Subject Person may communicate material, non-public information to any other person; 3. No Subject Person in possession of material, non-public information may recommend trading a security in an issuer to which the information relates, or otherwise recommend the purchase or sale of any such security; and 4. No Subject Person shall trade in violation of federal securities laws in a security subject to a tender offer while in possession of material, non-public information relating to the tender offer or the issuer of the security.
Applicability of Policy to Subject Persons This Policy applies to all transactions in the Company’s securities including common stock, options for common stock and other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company (such as exchange-traded options). It applies to all officers of the Company, all members of the Company’s Board of Directors, and all employees of, and consultants and contractors to, the Company and its subsidiaries. It also applies to family members of such persons, and to others, to the extent such persons come to have access to Inside Information. Persons subject to this Policy are referred to as “Subject Persons.”
Illegality of Insider Trading It is illegal for any Subject Person to trade in the securities of the Company using material, non-public information about the Company. It is also illegal for any Subject Person to give Inside Information to others who may trade on the basis of that information.
Specific Policies Applicable to All Subject Persons The Company intends to comply with the spirit as well as the letter of the insider trading laws. The Company’s policy is to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company, whether or not the conduct is literally in violation of the law.
Trading on Insider Information. No Subject Person and no member of the immediate family or household of any such person, may trade or otherwise engage in any transaction involving a purchase or sale of the Company’s securities, including but not limited to, any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Inside Information concerning the Company, and ending at the commencement of trading on the second Trading Day following the date of public disclosure of that information, or at such time as such non-public information is no longer material.
Tipping. No Subject Person may disclose (“tip”) Inside Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates. No Subject Person may make recommendations or express opinions on the basis of Inside Information as to trading in the Company’s securities.
“Internally Managed Sponsored REIT” means any Sponsored REIT that has: (a) previously entered into an advisory agreement, substantially in the form attached as Schedule I to the JV Framework Agreement (in this definition, the “Advisory Agreement”), with SmartStop Sponsor or an Affiliate of SmartStop Sponsor (SmartStop Sponsor or such Affiliate of SmartStop Sponsor is referred to in this definition as the “Subject Person”) pursuant to which the Subject Person: (i) is appointed as the advisor of such Sponsored REIT in connection with the investigation, acquisition, financing, development, redevelopment, ownership and ultimate disposition of real property acquired by such Sponsored REIT (in this definition, the “Advisory Services”); and (ii) has the power to manage and control the day-to-day business and affairs of such Sponsored REIT and to direct the management, operation and policies of such Sponsored REIT; and (b) subsequently terminated such Advisory Agreement in connection with a self-administration or internalization transaction whereby such Sponsored REIT has entered into a merger or other reorganization transaction with the Subject Person or purchased substantially all of the operating assets of the Subject Person and has hired substantially all of the employees of the Subject Person to internally perform the Advisory Services; provided that a Sponsored REIT shall cease to be an Internally Managed Sponsored REIT upon the occurrence of one or more of the following: (A) H. Michael Schwartz is neither the executive chairman nor the chief executive officer of such Internally Managed Sponsored REIT; (B) H. Michael Schwartz or another employee, officer or director of SmartStop Sponsor approved by SmartCentres, acting reasonably ceases to be appointed as a director to the board of directors that manages such Internally Managed Sponsored REIT; (C) SmartStop Sponsor ceases to be Controlled by SmartStop Self Storage REIT, Inc.; or (D) H. Michael Schwartz is neither the executive chairman nor the chief executive officer of SmartStop Self Storage REIT, Inc.
Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Partnership which, by reducing the number of Voting Securities outstanding, increases the proportional number of Voting Securities Beneficially Owned by the Subject Person, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Partnership, and after such acquisition of Voting Securities by the Partnership, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall occur. In addition, so long as Section 409A of the Code (or any successor provision thereto) remains in effect, notwithstanding anything herein to the contrary, none of the foregoing events shall be deemed to be a “Change of Control” unless such event constitutes a “change in control event” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder.
(i)any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, as applicable (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company, as applicable, through the issuance of equity securities, or (C) solely because the level of ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;
1.3. Affiliate” means, with respect to the subject Person: (a) any Person directly or indirectly owning fifty-one percent (51%) or more of the partnership interests or rights in the subject Person or of which the subject Person owns fifty-one percent (51%) or more of such voting stock or rights; (b) any Person controlling or controlled by or under common control with the subject Person; (c) any officer, director or managing employee or agent of the subject Person; (d) any immediate family member of the subject Person; or (e) any Affiliate of such subject Person.
A “Subject Person” refers to an individual or entity to whom certain contractual terms, obligations, or legal responsibilities apply. This term is often used in legal documents, policies, and contracts to denote parties who are directly affected by or are under the governance of the document’s provisions. The term helps to clarify the roles and responsibilities within the document, ensuring that each party understands their obligations and rights.
You should use the term “Subject Person” when drafting or reviewing documents where it’s important to clearly identify individuals or entities affected by specific terms or conditions. This is crucial in legal agreements, privacy policies, and compliance documents where precision is key to avoid ambiguities and potential legal disputes. By identifying a “Subject Person,” you delineate who is obliged to perform certain actions or who is entitled to receive certain rights or benefits.
When writing about a “Subject Person,” be specific and precise. Begin by clearly defining who or what the “Subject Person” refers to within the context of your document. Use formal and unambiguous language, and ensure that all references remain consistent throughout the document. Here are some steps to follow:
Define the Term: Clearly define “Subject Person” in your document’s definitions section.
Example: “Subject Person” means any individual or entity that is subject to the terms outlined in this Agreement.
Use Consistent Language: Maintain consistency in how you refer to the “Subject Person” throughout the document.
Clarify Obligations: Explicitly state the rights, responsibilities, or obligations that apply to the “Subject Person.”
Example: Each Subject Person shall comply with the data protection requirements as outlined in Section 4.
Contextualize with Examples: If applicable, provide examples to illustrate who the “Subject Person” is in real-world scenarios.
Contracts and documents that typically contain a “Subject Person” include:
Employment Agreements: Identifying employees as Subject Persons to outline their roles and responsibilities.
Privacy Policies: Defining users or customers as Subject Persons whose data is collected and processed.
Service Contracts: Specifying clients or service providers as Subject Persons to detail the scope of services and obligations.
Non-Disclosure Agreements (NDAs): Identifying parties as Subject Persons who must maintain confidentiality.
Lease Agreements: Defining tenants as Subject Persons with obligations regarding property use and maintenance.
Understanding and appropriately using the term “Subject Person” can enhance the clarity and enforceability of legal documents, ensuring that all parties are aware of their roles and responsibilities.
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