Code of Ethics and Insider Trading Policy

1. Policy

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No “Access Person” (defined below), including investment advisor representatives, may knowingly:
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• Trade on the basis of material, non-public information;
• Tip material, non-public information to others who trade based upon such information;
• Recommend the purchase or sale of securities based on material, non-public information;
• Provide assistance to a person trading on the basis of material, non-public information;
• Trade in securities of an issuer involved in a tender offer while in possession of material, non-public information; or
• Misappropriate material, non-public information in a manner that breaches a fiduciary duty owed to any person.

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2. Key Terms

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Access Person: means any employee who has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, or who is involved in making securities recommendations to clients, or who has access to such recommendations that are non-public. This definition shall include, without limitation, each of the Firm’s investment advisor representatives (“IARs”), executive officers, partners, members, and/or principal(s).

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Automatic Investment Plan: means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

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Beneficial Ownership: generally means any interest in a security for which an Access Person or any member of his or her immediate family sharing the same household can directly or indirectly receive a monetary benefit. A person is normally regarded as the beneficial owner of securities held in (a) the name of his or her spouse, domestic partner, minor children, or other relatives living in his or her household; (b) a trust, estate, or other account in which he or she has a present or future interest in the income, principal or right to obtain title to the securities or (c) the name of another person or entity by reason of any contract, understanding, relationship, agreement or other arrangement whereby he or she obtains benefits substantially equivalent to those of ownership.

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Exempted Securities: means (1) direct obligations of the government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements; and (3) shares issued by open-end mutual funds.

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Initial Public Offering (“IPO”): means an offering of Securities registered under the Securities Act of 1933 (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, as well as similar offerings of Securities issued outside the United States.

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Limited Offering: means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505, or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

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Material: Information about an issuer of securities is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it could reasonably be expected to significantly affect the price of the issuer’s securities.

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Misappropriation: The U.S. Securities and Exchange Commission (“SEC”) and courts have found persons who have certain fiduciary relationships with an issuer of securities to have engaged in insider trading when they misappropriate information received in connection with such relationships. Examples of such fiduciaries are accountants, attorneys, and investment bankers that provide services to an issuer of securities. The fiduciary would be misappropriating the information if he or she were to trade in securities based upon material, non-public information obtained through the fiduciary’s relationship with the issuer, or if he or she were to provide such information to others (i.e., tipping).

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Non-Public: Information about an issuer of securities is “non-public” if it has not been disseminated in a manner making it readily available to investors. For example, information about the company’s confidential plan to take over another company would not be public. If the same information was in a press release or reported in a newspaper, it would be public information.

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Reportable Securities: means 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, preorganization 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. Reportable Securities does not include any “Exempted Securities.”

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Security: A security, for purposes of this policy, does not include securities held in accounts over which the access person had no direct or indirect influence or control (i.e., mutual funds and exchange traded funds), and transactions effected pursuant to an Automatic Investment Plan.

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Tender Offer: means a formal offer by one corporation to take over another corporation. The acquiring company makes a filing with the SEC regarding the tender offer. The SEC has adopted a rule that prohibits any person from trading in securities of the companies involved in the tender offer while in possession of material, non-public information about either company.

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Tipping: A person “tips” material, non-public information to another when he or she provides such information to the other person and that person trades in securities based upon that information. Both the “tipper” and “tippee” would be equally liable for committing insider trading (assuming that the tippee had knowledge that the information was non-public).

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3. Procedures

General Personal Security Transaction Policy

As a general matter, Access Persons are prohibited from using non-public information regarding portfolio holdings or client transactions for their personal benefit. Access Persons are prohibited from using advance knowledge to trade ahead of or otherwise benefit from such knowledge. Access Persons (and the Firm, to the extent it should maintain any proprietary accounts) are prohibited from buying or selling any Reportable Security that Advisor is currently recommending for client accounts, unless they place their orders after client orders have been executed, in all cases, upon compliance with the pre-authorization policy set forth below. Pre-authorization is not required for transactions in any Exempt Securities or securities specifically excepted from the definition of Reportable Securities above.

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Pre-Clearance for Certain Personal Trades

Access Persons must have written clearance for all personal securities transactions in IPOs and/or Limited Offerings before completing the transactions. Access Persons are not permitted to make a personal trade in any Reportable Security where the Advisor has placed (or intends to place) a client trade in the same security until after such client trades have been executed. Advisor reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct. The CCO shall maintain records of any written approvals or denials of pre-clearance requests.

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Generally, Access Persons wishing to transact in any IPOs and/or Limited Offerings must complete and submit the Firm’s Personal Trade Pre-Clearance Form in the form attached as EXHIBIT A (or similar) to the CCO prior to making any trade. Once pre-clearance is granted, the requesting Access Person may only transact in that security for the period specified by the CCO in the authorization. If no time period is specified, the requesting Access Person shall have a maximum of 24 hours to transact in the requested security. Unless otherwise noted, no pre-authorization is required for transactions in any Exempted Securities.

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Reporting

Initial holdings Report. On a form provided by the CCO or using software as directed by the CCO, every Access Person must report to the CCO his or her initial holdings no later than ten (10) days after that person becomes an Access Person. No such initial holdings report needs to be made if the report would duplicate information contained in duplicate broker trade confirmations or account statements provided to the CCO within the required time period.

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The report or statements filed shall contain, the following information:‍
a.    The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;
b.    The name of any broker, dealer or bank with whom the access person maintained an account in which any securities held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
c.    The date that the report is submitted by the Access Person.

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Quarterly Reports. On a form provided by the CCO or using software as directed by the CCO, every Access Person shall provide to the CCO a quarterly securities transaction no later than thirty (30) days after the end of each calendar quarter. No such periodic report needs to be made if the report would duplicate information contained in duplicate broker trade confirmations or account statements received by the CCO within the required time period.

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The report or statements filed shall contain the following information:
a.    The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Reportable Security in which the Access Person had any direct or indirect ownership;
b.    The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
c.    The price of the Reportable Security at which the transaction was effected;
d.    The name of the broker, dealer, or bank with or through whom the transaction was effected; and
e.    The date that the report is submitted by the Access Person.

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Annual Reports. On a form provided by the CCO or using software as directed by the CCO, every Access Person shall provide to the CCO an annual holdings report no later than forty-five (45) days after the end of each calendar year. Information contained within such report must be current as of a date no more than forty-five (45) days before the report is submitted. No such annual holdings report needs to be made if the report would duplicate information contained in duplicate broker account statements provided to the CCO within the required time period. The annual report or statements filed shall contain the following information:
a.    The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership;
b.    The name of any broker, dealer or bank with whom the access person maintained an account in which any securities are held for the direct or indirect benefit of the Access Person; and
c.    The date that the report is submitted by the Access Person.

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It is the Access Person’s responsibility to ensure proper reports are received from the brokerage maintaining an account on behalf of the Access Person.

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Review Procedure

The CCO is responsible to periodically review the reports, confirmations and statements submitted by Access Persons for any evidence of improper trading activities or conflicts of interest by Access Persons (including, but not limited to, front running, scalping, and other practices that constitute or could appear to involve abuse of client trust, such as unusual patterns or activity) and document such reviews in the Firm’s files (or utilizing certain software). The discovery of any inappropriate conduct by any employee with respect to personal securities trades constitutes a violation of Firm policy and could result in termination.

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4. Conflicts of Interest

To avoid even the appearance of any conflict of interest in our investment advisory dealings, employees:

• Must not seek or accept any gifts, favors, preferential treatment, or valuable consideration of any kind offered with a value in excess of $150.00 from any custodian or other company or persons involved in the securities industry because of your association with Advisor.
• Must not release material non-public client personal information (except to those concerned with the transaction) until such information becomes publicly available.
• Must conduct their personal securities transactions in such a way as not to conflict with the interests of clients.
• Must immediately report to the CCO receipt of any unsolicited gift that has a value in excess of $150.00 [who will then advise on the appropriate course of action].
• Must not offer or give any gifts, favors, or valuable consideration to any individual client in excess of $150.00 in value over any 365-day period unless approval is obtained from the CCO or a Firm principal.
• Must not trade, either personally or on behalf of others, on material non-public information, or communicate material non-public information to others in violation of the law.

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5. Notification; Annual Certification

The CCO shall be responsible to notify each employee of the Advisor who may be required to make reports pursuant to this Insider Trading Policy and Code of Ethics that such person is subject to reporting requirements. Each of the Firm’s IARs, executive officers, partners, members, and/or principal(s) are deemed to be Access Persons and shall therefore be required to make reports and pre-clearance requests hereunder without further notice. The Advisor shall deliver a copy of this Insider Trading Policy and Code of Ethics to each such person upon initial hire and each time thereafter such policies may be amended. Each employee is required to certify their receipt of these policies upon each such distribution.

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1. An employee/Access Person should contact the CCO if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures contained herein.
2. Each employee/Access Person must comply with the above stated policies governing personal securities trading, including the pre-clearance of trades, the reporting of trades and security holdings and restrictions on trades under certain circumstances.
3. The CCO periodically will review Access Person trades to verify compliance and detect insider trading or other violations of the Advisor’s policies.

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6. Information Blocking Devices

When one or more of Advisor’s employees/Access Persons receive material, non-public information about a company while serving on a creditors’ committee or in any other capacity which, in the opinion of the CCO, necessitates information blocking devices, no employee or advisory account may trade in securities issued by such company until information blocking devices designed to block the flow of such information between the employees/Access Persons and other employees are in place.

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Information blocking devices shall prohibit:

1. The Employee/Access Person(s) from discussing any material, nonpublic information with other employees;
2. The employee/Access Person(s) from trading or recommending the trading of securities issued by the company which is the subject of the material, non-public information; and
3. The access by non-employees/Access Persons to any files, including computer files, containing the material, non-public information.
   

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Contacts with Corporate Officers

When an IAR contacts an officer of any corporation regarding matters that may relate to any investment advisory account of the Advisor, he or she shall:

1. Maintain a log of all meetings with or calls to the corporation’s insiders; and
2. If uncertain whether he or she may trade or recommend trading based on information obtained in the course of the conversation, contact the CCO.

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7. Employee Training/Education

All employees of the Advisor shall be provided with a copy of these procedures. Periodically, the Advisor may provide employees written materials discussing these procedures and insider trading in general.

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8. Recordkeeping/Reports

1. All documents and other records generated in connection with these procedures shall be maintained for a minimum five (5) years from the end of the last fiscal year during which the last entry was made on such record;
2. As part of the annual review of the Firm’s compliance policies and procedures, the CCO shall prepare a report reviewing the procedures implemented during the period covered with respect to this Code of Ethics and any deficiencies or noteworthy events occurring during the execution of the procedures.