EX-14 2 ck0001448038-ex14_1.htm EX-14.1 EX-14

 

Exhibit 14.1

 

REDWOOD MORTGAGE INVESTORS IX, LLC

 

 

CODE OF ETHICS

 

 

Redwood Mortgage Investors IX, LLC a Delaware limited liability company (the “Company”), and its manager, Redwood Mortgage Corp., a California corporation (“Manager”), hereby adopt the following code of ethics for the Company (“Code”) effective as of May 19, 2020 (“Effective Date”).

 

PURPOSE & APPLICATION

 

Purpose. The purpose of this Code is to promote each of the following with respect to the Company and each of its Covered Parties (as defined below):

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 a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company and that are within the Covered Parties' responsibility;
Compliance with applicable laws and governmental rules and regulations;
The prompt internal reporting of violations of the Code; and
Accountability for adherence to the Code.

 

Application. This Code applies to the Manager and to any agents, employees or independent contractors engaged by the Manager to perform the functions of a principal financial officer, principal accounting officer or controller of the Company (each, a "Covered Party," and, collectively, the "Covered Parties".)1 The individuals that are currently Covered Parties of the Company are listed on Exhibit A hereto. The Manager is hereby authorized to amend Exhibit A from time to time to the extent necessary to accurately reflect the then current Covered Parties of the Company.

 

CONFLICTS OF INTEREST

 

Overview. Each Covered Party 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. A "conflict of interest" occurs when a Covered Party's private interest interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Party, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company or the Manager. The following list provides examples of conflicts of interest under the Code, but Covered Parties should keep in mind that these examples are not exhaustive.

 

Guiding Principles. The overarching principle is that the personal interest of a Covered Party should not be placed improperly before the interest of the Company.

 

1. A Covered Party must not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by the Company whereby the Covered Party would benefit personally to the detriment of the Company.

1 The Company has no officers or directors. Rather, the activities of the Company are managed by the Manager and the officers, directors and authorized employees thereof.


 

2. A Covered Party must not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Party rather than the benefit the Company.

3. A Covered Party must not retaliate against any other Covered Party or any employee of the Company, the Manager or their affiliated persons for reports of potential violations that are made in good faith.

 

Disclosure of Potential Conflicts. Each Covered Party shall provide prompt and full disclosure to the board of directors of Redwood Mortgage Corp., or a committee thereof assigned the task of overseeing this Code (such board of directors or committee thereof, as applicable, is referred to herein as the "Board"), in writing, prior to entering into any material transaction or relationship which may reasonably be expected to give rise to a conflict. Here are some ways a conflict of interest could arise:

 

Employment of a Covered Party by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Company or the Manager;
Acceptance by a Covered Party of gifts, payment or services from those seeking to do business with the Company; or
Ownership by a Covered Party of, or substantial interest in, a company that is a competitor, client or supplier of the Company.

 

DISCLOSURE AND COMPLIANCE

 

1. Each Covered Party should familiarize himself or herself with the disclosure requirements generally applicable to the Company.

2. Covered Parties should maintain skills appropriate and necessary for the performance of their duties for the Company. Covered Parties should responsibly use and control all Company assets entrusted to them.

3. Each Covered Party should, to the extent appropriate within his or her area of responsibility, consult with other employees or agents of the Company, the Manager or their affiliates with the goal of promoting full, fair, accurate, timely and understandable disclosure in such reports and documents the Company files with, or submits to, the SEC.

4. To the extent that Covered Parties participate in the creation of the Company's books and records, they must do so in a way that promotes the accuracy, fairness and timeliness of those records.

5. Each Covered Party should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's auditors, and to governmental regulators and self-regulatory organizations.

6. It is the responsibility of each Covered Party to promote compliance with the standards and restrictions imposed by laws, rules and regulations applicable to the Company.

7. Each Covered Officer shall notify the Board promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

REPORTING AND ACCOUNTABILITY

 

Upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Party), each Covered Party shall affirm in writing to the Board that he or she has received, read and understands the

 


 

Code. Thereafter each Covered Party shall, upon request by the Board, affirm that he or she has complied with the requirements of the Code.

Except as described below, the Board is responsible for applying this Code to specific situations in which questions may arise and has authority to interpret this Code in any particular situation. The Board (or its designee) shall take all action it considers appropriate to investigate any actual or potential conflicts or violations reported to it.

The Board will have primary authority and responsibility for the enforcement of this Code.

 

TERM & TERMINATION

 

This Code has been approved by the Board and duly adopted by the Manager as of the Effective Date and shall be effective from the Effective Date until the dissolution and termination of the Company or the earlier termination of the Code by the Manager. The Manager may elect to review and renew this Code on an annual or other periodic basis, however, failure to do so will not cause its termination or affect the continued applicability of the Code to any Covered Party during any period of nonrenewal.

 

AMENDMENT

 

Any amendments to this Code must be approved by the Board and ratified by the Manager, and any such amendment, other than amendments to Exhibit A, and any waivers, including implicit waivers, granted hereunder shall be disclosed in accordance with applicable law including the rules and regulations of the SEC, as applicable.

 

CONFIDENTIALITY

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Manager, and the Board.

 

INTERNAL USE

 

The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance or legal conclusion.

 

EXHIBIT A

 

Individuals Covered by this Code of Ethics

 

 

Name

Title

Michael Burwell

President Executive

Lori Randich

      Vice President

Thomas Burwell

Director of Marketing & Sales