Section I
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Statement of General Fiduciary Principles
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Section II
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Definitions
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(A)
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“Access Person” means any trustee, director, officer, general partner or Advisory Person (as defined below) of the Company, the Adviser or the Administrator.
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(B)
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An “Advisory Person” of the Company or the Adviser means: (i) any trustee, director, officer, general partner or employee of the Company or the Adviser, or any company in a
Control (as defined below) relationship to the Company or the Adviser, who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any Covered Security (as
defined below) by the Company, or whose functions relate to the making of any recommendation with respect to such purchases or sales; and (ii) any natural person in a Control relationship to the Company or the Adviser, who obtains
information concerning recommendations made to the Company with regard to the purchase or sale of any Covered Security by the Company.
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(C)
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“Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in
determining whether a person is a beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder.
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(D)
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“Chief Compliance Officer” or “CCO” means the Chief Compliance Office of the Company and/or the Adviser, as the
context requires.
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(E)
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“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.
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(F)
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“Covered Person” means any trustee, director, manager, officer or employee (including a temporary employee) of the Company, the Adviser, or the Administrator, or of any of
their affiliates or subsidiaries, and any other persons designated by the relevant CCO. All Supervised Persons are Covered Persons for purposes of this Code.
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(G)
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“Covered Security” means a security as defined in Section 2(a)(36) of the Act, which includes: any note, stock, treasury stock, security future, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or
instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
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(H)
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“Independent Trustee” means a trustee of the Company who is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the Act.
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(I)
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“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “1933 Act”), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.
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(J)
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“Investment Personnel” of the Company or the Adviser means: (i) any employee of the Company or the Adviser (or of any company in a Control relationship to the Company or the
Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase, sale, or restructuring of securities by the Company; and (ii) any natural person who controls
the Company or the Adviser and who obtains information concerning recommendations made to the Company regarding the purchase, sale, or restructuring of securities by the Company.
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(K)
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“Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or Section 4(a)(6) thereof or pursuant to Rule 504, Rule
505, or Rule 506 thereunder.
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(L)
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“Restricted List” means the list maintained
by the Adviser’s CCO, in consultation with the Adviser’s Investment Committees of all issuers of Covered Securities with respect to which the Adviser and/or, in so far as is known by the Adviser’s CCO and/or the Adviser’s Investment
Committees, any Advisory Person (other than Independent Trustees) is in possession of material non-public information.
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(M)
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“Security Held or to be Acquired” by the Company means: (i) any Covered Security which, within the most recent 15 days: (A) is or has been held by the Company; or (B) is being
or has been considered by the Company or the Adviser for purchase by the Company; and (ii) any Derivative with respect to a Covered Security as described in Section II.(G) and footnote 1 above.
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(N)
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“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other
person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. For purposes of this Code, all employees and “Associated Persons” (as defined in Section 202(a)(17) of the
Advisers Act) of the Adviser as well as any other person designated by the relevant CCO as a Supervised Person are deemed to be Supervised Persons.
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Section III
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Objective and General Prohibitions
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Section IV
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Prohibited Transactions
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(A)
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An Access Person (excluding any Independent Trustee) may not, without pre-clearance approval from the relevant CCO:
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(1) |
purchase or otherwise acquire direct or indirect Beneficial Ownership of any security on the Restricted List (other than (a) securities purchased or acquired by a fund affiliated with the Company and pursuant to an exemptive order under
Section 57(i) of the 1940 Act permitting certain types of co-investments or (b) in the limited circumstance in which the material non-public information that caused the issuer of the relevant securities to be placed on the Restricted List was
obtained in connection with a private transaction with the issuer of the securities involved, in which case the private transaction itself is permitted for the Company or a fund affiliated with the Company), or of any Covered Security
concerning which he or she has material non-public information, regardless of whether that security is on the Restricted List (except in the limited circumstance in which the information is obtained in connection with (a) the transaction
being made pursuant to an exemptive order under Section 57(i) of the 1940 Act permitting certain types of co-investments, in which case the transaction itself is permitted, or (b) a private transaction with the issuer of the securities
involved, in which case the private transaction itself is permitted for the Company or a fund affiliated with the Company); or
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(2) |
sell or otherwise dispose of direct or indirect Beneficial Ownership, of any security on the Restricted List (other than (a) securities purchased or acquired by a fund affiliated with the Company and pursuant to an exemptive order under
Section 57(i) of the 1940 Act permitting certain types of co-investments or (b) in the limited circumstance in which the material non-public information that caused the issuer of the relevant securities to be placed on the Restricted List was
obtained in connection with a private transaction with the issuer of the securities involved, in which case the sale or other disposition itself is permitted for the Company or a fund affiliated with the Company), or of any Covered Security
concerning which he or she has material non-public information, regardless of whether that security is on the Restricted List (except in the limited circumstance in which the information is obtained in connection with (a) the transaction
being made pursuant to an exemptive order under Section 57(i) of the 1940 Act permitting certain types of co-investments, in which case the transaction itself is permitted, or (b) a private transaction with the issuer of the securities
involved, in which case the sale or other disposition itself is permitted for the Company or a fund affiliated with the Company).
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(B)
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An Access Person may not purchase or otherwise acquire or sell or otherwise dispose of any direct or indirect Beneficial Ownership of the Company’s securities without pre-clearance approval by the Adviser’s CCO, unless either CCO is
the person seeking the approval, in which case it must be obtained from the Adviser’s General Counsel; using the Compliance Science Personal Trading Control Center (“PTCC”) request form.2 The Adviser’s CCO shall consult with the Company’s CCO prior to granting any such pre-clearance approvals pursuant to this Section IV(B).
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(C)
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Investment Persons of the Company or the Adviser must obtain pre-approval from the Adviser’s CCO before directly or indirectly acquiring Beneficial Ownership in any Covered Securities in an Initial Public Offering or in a Limited
Offering, except when the securities are acquired by a fund affiliated with the Company and pursuant to an exemptive order under Section 57(i) of the 1940 Act permitting certain types of co-investments. The approval must be obtained from
the Adviser’s CCO unless either CCO is the person seeking the approval, in which case it must be obtained from the Adviser’s General Counsel using the PTCC request form.
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(D)
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No Access Person shall recommend any transaction in any Covered Securities by the Company without having disclosed to the Company’s CCO his or her interest, if any, in the Covered Securities or the issuer thereof, including: the Access
Person’s Beneficial Ownership of any Covered Securities of the issuer; any contemplated transaction by the Access Person in the Covered Securities; any position the Access Person (or any person to whom the Access Person is related, by
blood or marriage, and is known) has with the issuer; and any present or proposed business relationship between the issuer and the Access Person (or a party in which the Access Person has a significant interest).
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Section V
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Reports by Access Persons
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(A) |
Initial and Annual Personal Securities Holdings Reports.
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(B) |
Quarterly Securities Transaction Reports.
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(1)
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Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);
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(2)
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Title, interest rate and maturity date (if applicable), number of shares and principal amount of each Covered Security involved and the price of the Covered Security at which the transaction was effected;
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(3)
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Name of the broker, dealer or bank with or through whom the transaction was effected; and
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(4)
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The date the report is submitted by the Access Person.
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(C) |
Independent Trustees.
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(D) |
Access Persons of the Adviser.
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(E) |
Brokerage Accounts and Statements.
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(1)
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within 30 days after the end of each calendar quarter, identify the name of the broker, dealer or bank with whom the Access Person established an account in which any securities were held during the quarter for the direct or indirect
benefit of the Access Person and identify any new account(s) and the date the account(s) were established. This information shall be included on the appropriate Quarterly Securities Transaction Report.
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(2) |
instruct the brokers, dealers or banks with whom they maintain such an account to provide duplicate account statements to the Adviser’s CCO.
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(3) |
on an annual basis, certify that they have complied with the requirements of (1) and (2) above.
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(F) |
Form of Reports.
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(G) |
Responsibility to Report.
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(H) |
Where to File Reports.
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(I) |
Disclaimers.
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Section VI
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Confidentiality of the Company’s Transactions
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Section VII
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Additional Annual Requirements
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(A)
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Access Persons.
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(B)
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Annual Report and Board Review.
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Section VIII
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Sanctions
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Section IX
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Administration and Construction
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(A) |
The administration of this Code shall be the shared responsibility of each HPS Entity’s respective CCO.
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(B)
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The shared duties of the CCOs are as follows:
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(1) |
Maintain continuously a current list of the names of all Access Persons with an appropriate description of their title or employment, including a notation of any trusteeships and/or directorships held by Access Persons who are officers or
employees of the Adviser or of any company that controls the Adviser, and inform all Access Persons of their reporting obligations hereunder;
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(2) |
On an annual basis, provide all Covered Persons a copy of this Code and inform the persons of their duties and obligations hereunder including making available any supplemental training that may be required from time to time. In addition,
provide to all Covered Persons updated copies of the Code each time it is amended;
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(3) |
Collect from all Access Persons a signed “Acknowledgement, Affirmation and Certification”, in such form as the CCOs shall direct, or equivalent electronic certification annually and each time the Code is amended;
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(4) |
Maintain or supervise the maintenance of all records (including pre-clearance and other approvals granted) and reports required by this Code;
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(5) |
Review the contents of holdings reports submitted by Access Persons;
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(6) |
Review reports of all transactions effected by Access Persons who are subject to the requirement to file Quarterly Securities Transaction Reports and review the transactions against a listing of all transactions effected by the Company and
securities of any companies included on the Restricted List during the reporting period;
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(7) |
Issue, either personally or with the assistance of counsel, as may be appropriate, any interpretation of this Code that may appear consistent with the objectives of Rule 17j-1, Rule 204A-1, and this Code;
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(8) |
Conduct the inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violations of this Code to the board of trustees of the Company; and
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(9) |
Submit a written report to the board of trustees of the Company, no less frequently than annually, that describes any issues arising under the Code since the last the report, including but not limited to the information described in
Section VII(B) of this Code.
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(C)
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The respective CCO of each HPS Entity shall maintain and cause to be maintained in an easily accessible place at the principal place of business of the Adviser, the following records:
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(1) |
A copy of all codes of ethics adopted by the Company or the Adviser and their affiliates, as the case may be, pursuant to Rule 17j-1 and Rule 204A-1 that have been in effect at any time during the past five (5) years;
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(2) |
A copy of all signed “Acknowledgement, Affirmation and Certification” forms or equivalent electronic certification for at least five (5) years after the end of the fiscal year in which the Acknowledgement, etc. is submitted;
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(3) |
A record of each violation of the codes of ethics and of any action taken as a result of the violation for at least five (5) years after the end of the fiscal year in which the violation occurs;
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(4) |
A copy of each report made by an Access Person for at least two (2) years after the end of the fiscal year in which the report is made, and for an additional three (3) years in a place that need not be easily accessible;
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(5) |
A copy of each report made by the CCO to the board of trustees of the Company for two (2) years from the end of the fiscal year of any the Company in which the report is made or issued and for an additional three (3) years in a place that
need not be easily accessible;
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(6) |
A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to Rule 17j-1, Rule 204A-1, and this Code, or who are or were responsible for reviewing such reports;
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(7) |
A copy of each report required by Section VII(B) for at least two (2) years after the end of the fiscal year in which it is made, and for an additional three (3) years in a place that need not be easily accessible; and
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(8) |
A record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Persons of securities in an Initial Public Offering or Limited Offering for at least five (5) years after the end of the fiscal
year in which the approval is granted.
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(D)
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This Code may not be amended or modified except in a written form that is specifically approved by majority vote of the Company’s Independent Trustees.
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