Code of Conduct

This code of conduct (this “Code”) has been adopted by the Board of Directors, of Capital Q Ventures Inc. (“CQV”), as applicable, (the “Board”) and the Members of Capital Q Management LLC, in accordance with Rule 17j-l(c) under the Investment Company Act of 1940, as amended (the “1940 Act”), Item 406 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the May 9, 1994 Report of the Advisory Group on Personal Investing by the Investment Company Institute. Rule 17j-l generally describes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by CQVs, if affected by access persons of such companies.

As Advisor and Manager, this Code has been accepted and applies to Capital Q Management LLC and its Advisors and our principal executive officers, principal financial officers, principal accounting officer or controller, as well as Capital Q Ventures Inc. directors, along with all employees, other persons performing similar functions, hired professionals or access persons of such companies (collectively the “Covered Persons”) for the purpose of promoting:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and/or a National Exchange such as NASDAQ or in any other public communications made by the Company;
  • compliance with applicable laws and governmental rules and regulations;
  • the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
  • accountability for adherence to the Code.

Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.


All Covered Persons will be subject to the following guidelines covering business conduct, except as noted below:

Conflicts of Interest

Covered Persons must avoid any conflict, or the appearance of a conflict, between their personal interests and the CQV’s interests. A conflict exists when personal interests in any way interfere with the CQV’s interests, or when any Covered Person takes any action or has any interests that may make it difficult for them to perform their job objectively and effectively. For example, a conflict of interest probably exists if:

  • a Covered Person causes the CQV to enter into business relationships with themselves or a member of their family, or invest in companies affiliated with them or a member of their family;
  • a Covered Person uses any non-public information about CQV, their customers, investors or other business partners for their personal gain, or the gain of a member of their family; or
  • a Covered person uses or communicates confidential information obtained in the course of their work for their or another’s personal benefit.

Corporate Opportunities

Each Cover Person has a duty to advance the legitimate interests of CQV when the opportunity to do so presents itself. Therefore, Covered Persons may not:

  • take for themselves personally opportunities, including investment opportunities, discovered through the use of their position with CQV, or through the use of their property or information;
  • use CQV’s property, information, or position for personal gain or the gain of a family member; or
  • compete, or prepare to compete, with CQV.


A Covered Person must not disclose confidential information regarding CQV, their Investors, their affiliates, their lenders, their clients, or other business partners unless such disclosure is authorized or required by law. Confidential information includes all non-public information that might be harmful to, or useful to the competitors of CQV, their affiliates, their lenders, their clients, or other business partners. This obligation will continue until the information becomes publicly available, even after the Covered Person leaves the Company.

Fair Dealing

A Covered Person must endeavor to deal fairly with investors, customers, suppliers, and business partners, and any other companies or individuals with whom they do business or come into contact, including fellow employees and competitors. Covered Persons must not take unfair advantage of these or other parties by means of:

  • manipulation;
  • concealment;
  • abuse of privileged information;
  • misrepresentation of material facts; or
  • any other unfair-dealing practice.

Protection and Proper Use of Company Assets

CQV assets are to be used only for legitimate business purposes. Covered Persons should protect CQV assets and ensure that they are used efficiently.  Incidental personal use of telephones, fax machines, copy machines, personal computers, and similar equipment is generally allowed if there is no significant added cost to CQV, it does not interfere with Covered Person’s work duties, and is not related to illegal activity or to any outside business.

Compliance with Applicable Laws, Rules, and Regulations

Each Covered Person has a duty to comply with all laws, rules, and regulations that apply to CQV’s business. Capital Q Ventures Inc. and Capital Q Management LLC have insider trading policies with which executives, managers, officers, and employees of the Company must comply. Employees are directed to contact the CQV, Chief Compliance Officer if they have any questions about how to comply with the above regulations and other laws, rules, and regulations.

In addition, we expect all Covered Persons to comply with all of the policies and procedures that apply to each person. Capital Q Ventures may modify or update its policies and procedures in the future, and may adopt new policies and procedures from time to time. Covered Persons are expected to observe the terms of any confidentiality agreement, employment agreement, or other similar agreement that applies to themselves.

Policy for Vote Proxies Related to Portfolio Securities

We may invest in portfolio companies that retain certain voting proxies related to our investment in such securities.   The policies and procedures that we employ to determine how to vote proxies relating to portfolio securities, including the procedures that we may use when a vote may present a conflict between the interests of our shareholders, on the one hand, and those of our Adviser; principal underwriter; or any affiliated person, as defined in Section 2(a)(3) of the 1940 Act (15 U.S.C. 80a-2(a)(3), and the rules thereunder on the other hand, or by virtue of the rules propagated by our charter and bylaws, will endeavor to cast votes for the benefit our shareholders.  

As soon as reasonably practicable, our proxy voting record, Form N-PX will be filed with the SEC. The SEC also maintains a website at that contains such information.  This information will be available free of charge by contacting us at: 100 East Faith Terrace, Suite 100 Maitland FL 32751, or by telephone at (407) 307-CAPQ (telephone toll charges, if any, may be reversed), or on our company website at

Conflict with 1940 Act

Our bylaws provide that, if and to the extent that any provision of the Florida General Corporation Law, (if we amend our bylaws to be subject to such Act) and the Business Combination Act, or any provision of our charter or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.
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