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Tuesday, 10/28/2014 11:12:02 PM

Tuesday, October 28, 2014 11:12:02 PM

Post# of 57066
MY FAVORITE PART OF ILIV......

CODE OF ETHICS

Code of Ethics for Directors, Officers and All Employees
This Code of Ethics ("Code") was adopted by Intelligent Living Inc.(the "Company") on March 17, 2014.

The Company's code of ethics under Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), contains separate requirements for persons covered by this Code and other persons and is not part of this Code.

I. COVERED PERSONS/PURPOSE OF THE CODE
This Code applies to the Company's directors, officers and all employees (the "Covered Person(s)") 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 (the "SEC") and in 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.

II. COVERED PERSONS SHOULD HANDLE ETHICALLY ANY ACTUAL OR APPARENT CONFLICTS OF INTEREST
Overview.

A "conflict of interest" occurs when a Covered Person'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 Person, or a member of his or her family, receives improper personal benefits as a result of the Covered Person's position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Persons and the Company and already are subject to conflict of interest provisions in the Investment Company Act. For example, Covered Persons may not individually engage in certain transactions with the Company because of their status as "affiliated persons" of the Company.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act. The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Company, unless the personal interest has been disclosed to and approved by the Audit Committee.

Each Covered Person must:

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Person would benefit personally to the detriment of the Company;
not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than benefit the Company;
not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
complete any Officer Questionnaire provided by the Company.
There are some conflict of interest situations that should always be subject to approval by the Audit Committee if material.

Examples of these include:

service as a director on the board of any company;
the receipt of any non-nominal gifts valued in excess of $100;
the receipt of any entertainment from any company with which the Company have current or prospective business

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