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CITY NATIONAL ASSET MANAGEMENT, INC.

Code of Ethics

March, 2011

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TABLE OF CONTENTS

I.	PURPOSE OF THE CODE OF ETHICS	1
II.	FIDUCIARY OBLIGATIONS IN GENERAL	2
III.	DEFINITIONS	3

		1.	“Access Person”	3
		2.	“Affiliated Fund”	3
		3.	“Automated Investment Plan”	3
		4.	“Beneficial Ownership”	3
		5.	“Control”	4
		6.	“Fund”	4
		7.	“Initial Public Offering (IPO)”	4
		8.	“Inside Information”	4
		9.	“Limited Offering”	4
		10.	“Personal Account”	4
		11.	“Publicly Traded Security”	5
		12.	“Purchase or sale of a security”	5
		13.	“Registered Adviser”	5
		14.	“Reportable Security”	5
		15.	“Security”	6
		16.	“Security Held or to be Acquired”	6
IV.	INSIDER TRADING			6
	A.	Policy Statement Regarding Insider Trading		7
	B.	Procedures to Prevent Insider Trading		7
	C.	Penalties for Insider Trading		8

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	D.	Insider Trading Defined		9
	E.	Who is an Insider?		9
	F.	What is Material Information?		9
	G.	Who is an Insider		9
	H.	What is "Trading on the Basis of" Material Nonpublic Information?		10
V.	OTHER CONFIDENTIAL INFORMATION			11
	A.	Confidential Information Defined		11
	B.	Policy Statement Regarding Use and Treatment of Confidential Information		11
	C.	Procedures Regarding Use and Treatment of Confidential Information		11
VI.	PERSONAL TRADING			12
	A.	Fiduciary Duty to Avoid Conflicts of Interest with Client Accounts		12
	B.	Policy Statement Regarding Personal Trading		12
	C.	Personal Account Exemptions for Publicly Traded Securities		13
	D.	Personal Trading Prohibitions and Restrictions		13
		1.	Blackout Period Applicable to CNC Securities	13
		2.	Ban on Excessive Trading of Affiliated Funds	13
		3.	Exceptions to Ban on Excessive Trading of Affiliated Funds	14
		4.	Ban on Short-Term Trading Profits	14
		5.	Exceptions to Ban on Short-Term Trading Profits	14
	E.	Procedures Regarding Personal Trading		14
		1.	Pre-Clearance	14
		2.	Execution of Trades	16
		3.	Limited Investment Opportunities	16
		4.	Exceptions to the Pre-clearance Requirements	17
	F.	Reports of Personal Transactions (for All Reportable Securities)		18
		1.	Submission of Reports	18
		2.	Review and Retention of Reports	20
VII.	OTHER BUSINESS CONDUCT			20
	A.	“Pay to Play” and Political Contributions by Covered Associates		20
	B.	Directorships Require Approval		24

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B.	No Special Favors	24
C.	Restrictions on Gifts	25

3.	Policy Statement	25
4.	De Minimis Gifts	25
5.	Entertainment	25

VIII. MISCELLANEOUS  26

A.	Importance Of Adherence To Procedures	26
B.	Interpretations and Exceptions	26
C.	Annual Circulation/Certification of Receipt of Code and Amendments	27
D.	Obligations Related to Registered Investment Companies	26

1.	Periodic Reporting	26
2.	Annual Certification	26

E.	Reporting of Violation of the Code	27
F.	Retention of Records	28
G.	Questions	28

List of Exhibits
Exhibit A	Personal Trading Authorization Form: Request for Pre-approval of Purchase or Sale of Publicly Traded Securities for Personal Account
	Request for Pre-approval of Purchase or Sale of a Limited Investment Opportunity
Exhibit B	Initial Holdings Report
Exhibit C	Quarterly Transaction Report
Exhibit D	Broker or other Custodian Confirmation Request Form Letter
Exhibit E	Annual Holdings Report
Exhibit F	Annual Certification
Exhibit G	Annual Certification of the Adviser
Exhibit H	Quarterly Report of Political Contributions

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CITY NATIONAL ASSET MANAGEMENT, INC.

CODE OF ETHICS

Adopted Under

Rule 17j-1 under the Investment Company Act Of 1940

And Rule 204A-1 under the Investment Advisers Act Of 1940

           City National Asset Management, Inc. (“CNAM, Inc.”) is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”). CNAM, Inc. has adopted the policies and procedures set forth in this Code of Ethics (this “Code”) which govern the activities of its “Access Persons.” For the purposes of this Code, all City National Bank (“CNB”) employees who are:

A. Directors of CNAM, Inc.;

B. Members of CNAM, Inc.’s Investment Committee;

C. CNAM, Inc. Officers (Vice President and above)

D. Portfolio managers, traders or analysts and their direct reports who are employees of the City National Asset Management Department of CNB’s Wealth Management Services and have access to nonpublic information regarding purchases and sale of securities for CNAM, Inc.’s clients, or nonpublic information regarding portfolio holdings of CNAM, Inc.’s clients (e.g., supervised persons or employees with a functional role reconciling custodian data with data stored on the network or reporting systems related to the CNI Charter Funds or other CNAM, Inc. clients), or who are involved in making securities recommendations with respect to CNAM, Inc.’s clients or who have access to such recommendations that are nonpublic, are considered dual employees of CNB and CNAM, Inc., and Access Persons subject to this Code.

I. PURPOSE OF THE CODE OF ETHICS

Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires CNAM, Inc., as an SEC registered investment adviser, to establish, maintain and enforce a written code of ethics that, at a minimum, sets the standard of business conduct that CNAM, Inc. requires of its Access Persons, requires Access Persons to comply with applicable federal securities laws,1 and sets forth provisions regarding personal securities transactions by Access Persons.

In addition, Rule 204A of the Advisers Act requires CNAM, Inc. to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information.  Furthermore, CNAM, Inc. and each of its Access Persons has

1 “Federal securities laws” means the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”), the Investment Company Act of 1940 (the “Investment Company Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (“GLB Act”), any rules adopted by the SEC under these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

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a fiduciary obligation to CNAM, Inc.’s clients to protect the confidentiality of all proprietary, sensitive or other confidential information communicated to CNAM, Inc. or such Access Persons by its clients. Finally, because CNAM, Inc. and each of its Access Persons is a fiduciary to CNAM, Inc.’s clients, CNAM, Inc. and such Access Persons must maintain the highest ethical standards and refrain from engaging in activities that may create actual or apparent conflicts of interest between CNAM, Inc. or such Access Persons, on the one hand, and CNAM, Inc.’s clients, on the other.

To ensure that federal securities laws are not violated, that client confidences are maintained, and that conflicts of interest are avoided, CNAM, Inc. has adopted the policies and procedures set forth in this Code. The policies and procedures set forth in this Code are intended to articulate CNAM, Inc.’s policies, educate Access Persons about the issues and CNAM, Inc.’s policies, establish procedures for complying and monitoring compliance with those policies and procedures, and ensure to the extent feasible that CNAM, Inc. satisfies its obligations in this area.  By doing so, CNAM, Inc. hopes to ensure that the highest ethical standards are maintained by CNAM, Inc. and its Access Personsand that the reputation of CNAM, Inc. is sustained. While CNAM, Inc. is confident that its Access Persons act with integrity and good faith, it recognizes that personal interests may conflict with the interests of CNAM, Inc.’s clients, and its shareholders where Access Persons:

A. know about the client’s present or future portfolio transactions or have the power to influence the client’s portfolio transactions; and

B. engage in securities transactions for their personal account(s).

II. FIDUCIARY OBLIGATIONS IN GENERAL

As a fiduciary to CNAM, Inc.’s clients , each Access Person must avoid actual and apparent conflicts of interest with client accounts.  Such conflicts of interest could arise if securities are bought or sold for personal accounts in a manner that would significantly compete with the purchase or sale of securities for a client account, or if securities are bought or sold for a client account in a manner that is advantageous to such personal accounts.  Also, the SEC has determined that it is a conflict of interest for an investment adviser’s employees to personally take advantage of a limited investment opportunity without first considering whether the investment is appropriate for any of the investment adviser’s clients. CNAM, Inc.’s Access Persons are first obligated to make any such limited opportunity available to CNAM, Inc.’s clients.  More information describing such conflicts of interest and the compliance procedures for avoiding such conflicts of interest are set forth below.

Fraudulent activities by Access Persons are prohibited. Specifically, any Access Person, in connection with the purchase or sale, directly or indirectly, by such Access Person of a security held or that is being or has been considered for purchase or sale by CNAM, Inc. for its clients  within the most recent 15 days may not:

A. Employ any device, scheme or artifice to defraud CNAM, Inc.’s clients;

B. Make any untrue statement of a material fact to CNAM, Inc.’s clients or omit to state a material fact necessary in order to make the statements made to CNAM, Inc.’s clients, in light of the circumstances under which they are made, not misleading;

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C. Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on CNAM, Inc.’s clients;

D. Engage in any manipulative practice with respect to CNAM, Inc.’s clients.

If you have any questions regarding this Code, please contact the Chief Compliance Officer.

III. DEFINITIONS

A. For purposes of this Code:

1. “Access Person” means any CNAM, Inc. Director, Officer (Vice President and above), Trader, Portfolio Manager, Registered Adviser, analyst or other supervised person or employee who (i) has access to nonpublic information regarding any client’s purchase or sale of securities, or non-public information regarding portfolio holdings of any mutual fund that CNAM, Inc. advises (e.g., all supervised persons or employees with a functional role reconciling custodian data with data stored on the network or reporting systems related to Affiliated Funds or other CNAM, Inc. clients); (ii) is involved in making securities recommendations to clients, or who has access to information regarding recommendations that is nonpublic.

2. “Affiliated Fund” means any series of the CNI Charter Funds (the “Trust”) or any other mutual fund whose investment adviser or principal underwriter controls, is controlled by or is under common control with, CNAM, Inc.

3. “Automated 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.

4. “Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the 1934 Act.  In general, beneficial ownership means that a person, directly, or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.  A pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities.  An indirect pecuniary interest includes:

a. securities held by a member of a person’s immediate family sharing the same household;

b. a person’s interest in securities held by a trust; and

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c. a person’s right to acquire securities through the exercise of a derivative security.  The definition of “beneficial ownership” is complex, and if you have any question whether you have a beneficial interest in a security, please consult with the Chief Compliance Officer.  Any report filed under this Code may state that the report is not to be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

5. “Control” means the same as it does under Section 2(a)(9) of the 1940 Act.  Section 2(a)(9) provides that "control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.  Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder of such securities control over the company.  The facts and circumstances of a given situation may counter this presumption.

6. “Fund” means an investment company registered under the Investment Company Act.

7. “Initial Public Offering (IPO)” means an offering of securities registered under 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 1934 Act.

8. “Inside Information”means material, nonpublic information (i.e., information which is not available to investors generally) that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security, including for example non-public information relating to a pending merger, acquisition, disposition, joint venture, contract award or termination, major lawsuit or claim, earnings announcement or change in dividend policy, significant product development, or the gain or loss of a significant customer or supplier.  Any non-public information may be inside information regardless of whether it is developed internally or obtained from others (e.g., the issuer, current or prospective customers, suppliers or business partners).  Information is considered non-public until the market has had a reasonable time after public announcement to assimilate and react to the information.  

9. “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) or Rule 504, 505 or 506.  Limited Offerings are sometimes referred to as private placements of securities.

10. “Personal Account”means any securities and futures account of an Access Person in which the Access Person has a direct or pecuniary interest or for which such Access Person influences or controls the investment decisions (other than accounts for CNAM, Inc.’s clients, except those clients who fall within the list in the next sentence).  An account established for the benefit of the following will be presumed to be a

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Personal Account unless the Access Person and CNAM, Inc.’s senior management in consultation with the Chief Compliance Officer agree otherwise in writing:

a. an Access Person; the spouse of an Access Person; any child of any Access Person under the age of 21 of an employee, whether or not residing with the Access Person;

b. any other family member of the Access Person residing in the same household with the Access Person or to whose financial support the Access Person makes a significant contribution; and

c. any other account in which the Access Person has a direct or indirect beneficial interest (e.g. joint accounts, trustee accounts, partnerships, investment clubs, estates or closely held corporations in which the Access Person has a beneficial interest).

11. “Publicly Traded Security”means any equity or debt instrument traded on an exchange, through NASDAQ or through the “Pink Sheets,” any option to purchase or sell such equity or debt instrument, any index stock or bond group option that includes such equity or debt instrument, and futures contract on stock or bond groups that includes such equity or debt instrument, and any option on such futures contract.  A Publicly Traded Security also means any security traded on foreign security exchanges, and publicly traded shares of registered closed-end investment companies, unit trusts, partnership and similar interests, notes, warrants, or fixed income instruments, and bonds and debt obligations issued by foreign governments, states, or municipalities.

Securities issued by Funds, U.S. treasury bonds, notes and bills, U.S. savings bonds and other instruments issued by the U.S. government, debt instruments issued by a banking institution (such as bankers’ acceptances, certificates of deposit, commercial paper and other high-quality short-term debt instruments, including repurchase agreements) and U.S. and foreign currency (collectively, “Non-covered Securities”) are not considered Publicly Traded Securities for the purpose of this Code.

12. “Purchase or sale of a security”includes, among other things, the writing of an option to purchase or sell a security.

13. “Registered Adviser” means any person who provides investment advice on behalf of CNAM, Inc. and is subject to the supervision and control of CNAM, Inc., has access to non-public information regarding clients’ purchase or sale of securities, is involved in making any recommendations to clients (or in the case of discretionary accounts, investment decisions on behalf of) clients, or who has access to such recommendations that are non-public.

14. “Reportable Security”means any Security, except that it does not include:

a. direct obligations of the Government of the United States;

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b. bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (i.e., any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase agreements;

c. shares issued by money market funds;

d. shares issued by open-end funds (except Affiliated Funds); and

e. shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds (except Affiliated Funds); and

f. shares of CNC common stock.

15. “Security”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, 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), Exchange Traded Funds (“ETFs,” such as DIAMONDS, iShares, HOLDRs, Qubes (QQQ), Spiders, StreetTracks, and Vipers), Exchange Traded Notes (“ETNs”) 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, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

16. “Security Held or to be Acquired”includes:

a. any Publicly Traded Security which, within five (5) business days prior to any transaction by an Access Person:

b. is or has been held by any client of CNAM, Inc.; or

c. is being or has been considered by CNAM, Inc. for purchase by any client of CNAM, Inc.; and

d. any option to purchase or sell, and any security convertible into or exchangeable for, a Publicly Traded Security described in clauses (1) or (2) above.

IV. INSIDER TRADING

It is unlawful to engage in “Insider Trading.” This means, in general, that no “insider” may (1) purchase or sell a security on the basis of material, nonpublic information or (2) communicate material, nonpublic information about a company to another person where the

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communication leads to, or is intended to lead to, a purchase or sale of securities of such company.  Employees may receive such information.  As dual employees of CNB, CNAM, Inc. Access Persons are subject to CNC’s Securities Trading Policy (the “Insider Trading Policy”). A general description of the policy and the penalties for engaging in such trading is set forth below.  Compliance procedures regarding the use of inside information by Access Persons are also described.

A. Policy Statement Regarding Insider Trading

CNAM, Inc. continually seeks to maintain a workplace that exemplifies the highest standards of business ethics and integrity. This is one of the cornerstones of the PRIDE principles. This Insider Trading Policy is designed to promote these high ethical values and standards and prevent even the appearance of improper conduct by providing employees with guidance regarding transactions involving CNC’s securities and securities of CNC’s clients, including CNAM, Inc.’s clients. This policy applies to each of the directors, officers and CNC’s employees, including CNAM, Inc. Access Persons.

Access Persons are ultimately responsible for adhering to this policy and avoiding improper trading. If Access Persons have any questions about this policy or its application to a particular situation, Access Persons should seek additional guidance from the General Counsel’s office.

B. Procedures to Prevent Insider Trading

Under Federal and state laws, employees may not buy, sell or make other transfers of securities if they have material information that is not generally known or available to the public. If employees have material nonpublic information, they also cannot disclose this information to other people who may trade (the "tippee"). If the tippee then buys or sells securities on the basis of that information, employees may have violated the law even if they do not profit from the tippee's actions. The consequences of violating these laws are severe, both for the employees and CNAM, Inc.

It is CNAM, Inc.’s policy that if Access Persons have material nonpublic information about CNC or its affiliates, neither Access Persons nor any related person (i.e., family members who reside with the Access Person, anyone else who lives in an Access Person’s household, and any family members who do not live in an Access Person’s household but whose transactions in CNC securities are directed by an Access Person or are subject to an Access Person’s influence or control such as parents or children who consult with Access Persons before they trade in CNC securities. Access Persons are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with that Access Person before they trade in CNC’s securities) may:

1. trade or otherwise exchange securities of CNC or engage in any other transaction to take personal advantage of that information, or

2. pass that information on to others outside CNC, including family and friends.

In addition, if in the course of working for CNC, an Access Person learns, obtains or otherwise has access to material nonpublic information about a client, neither the Access Person nor any related person may trade in that client's securities or disclose that information to others until the information becomes public or is no longer material.

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To prevent inadvertent violations of this policy, Access Persons should not hold CNC securities or securities of a client in a margin account. Any sale of securities in a margin account, whether pursuant to an Access Person's instruction, by an Access Person’s broker as a result of a margin call or otherwise, will be considered a sale by that Access Person.  

These trading restrictions apply even if an Access Person thinks a transaction is necessary or justifiable for valid independent reasons such as the need to raise money for an emergency. Moreover, remember that anyone scrutinizing the appropriateness of an Access Person's transaction will do so after the fact with the benefit of hindsight. Therefore, special care must be taken to avoid even the appearance of inappropriate conduct.

This policy continues to apply to an Access Person's transactions in CNC securities even after an Access Person has terminated employment. If an Access Person is in possession of material nonpublic information when that Access Person’s employment terminates, that Access Person may not trade in CNC securities until that information has become public or is no longer material.

From time to time, in addition to the restrictions set forth in this policy, the General Counsel's office may implement such other temporary trading restrictions as may be necessary and/or appropriate to maintain compliance with applicable laws, and CNC's integrity and standards.

C. Penalties for Insider Trading

For the purposes of the Insider Trading Policy, consequences of insider trading can be severe. For Access Persons who trade on the basis of material nonpublic information (or disclose that information to another party):

1. A civil penalty of up to three times the amount of profit realized or loss-avoided;

2. A criminal penalty of up to $1 million; and

3. Imprisonment for up to 10 years.

For CNAM, Inc. (and possibly supervisory personnel) if it fails to take appropriate steps to prevent unlawful trading:

1. A civil penalty of the greater of $1 million or three times the amount of the profit realized or loss avoided; and

2. A criminal penalty of up to $2.5 million.

In addition, failure to comply with the CNC's Insider Trading Policy may subject the Access Person to company-imposed sanctions, up to and including termination of employment for cause, whether or not the Access Person’s failure to comply results in a violation of law.  

D. Insider Trading Defined

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The term “Insider Trading” is generally used to refer to (1) a person’s use of material, nonpublic information in connection with transactions in securities and (2) certain communications of material, nonpublic information.

The laws concerning Insider Trading generally prohibit:

1. The purchase or sale of securities by an insider, on the basis of material, nonpublic information;

2. The purchase or sale of securities by a non-insider, on the basis of material, nonpublic information where the information was disclosed to the non-insider in violation of an insider’s duty to keep the information confidential or was misappropriated; or

3. The communication of material, nonpublic information in violation of a confidentiality obligation where the information leads to a purchase or sale of securities.

E. Who is an Insider?

The concept of “insider” is broad.  It generally includes officers, directors, partners, employees and controlling shareholders of a company or other entity.  For the purposes of CNC’s Insider Trading Policy insofar as the policy relates to trading in CNC’s common stock, insiders means CNC’s directors, members of CNC’s Strategy and Planning Committee, and certain other CNC executive officers designated by the General Counsel’s office and approved by CNC’s board of directors.

F. What is Material Information?

Trading on the basis of inside information is not a basis for liability unless the information is “material.” Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.  Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and extraordinary management developments.  Both good and bad news may be material. Material information does not have to relate to a company’s business; it can be significant market information.  For example, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates on which reports on various companies would appear in The Wall Street Journal and whether or not those reports would be favorable.

G. What is Nonpublic Information?

Information is nonpublic unless it has been effectively communicated to the market place.  For information to be considered public, one must be able to point to some fact to show that the information has been generally disseminated to the public.  For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services,

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The Wall Street Journal or another publication of general circulation is considered public.  Market rumors are not considered public information.

H. What is “Trading on the Basis of” Material Nonpublic Information?

Generally, a purchase or sale of a security is made “on the basis of” material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.

Under CNC’s Insider Trading Policy as it relates to CNC’s common stock, the following transactions are considered “trades”:

1. Sale of the securities received upon the exercise of a stock option, including the sale associated with a "cashless" exercise of a stock option;

2. A  transfer out of or into the CNC stock fund in CNC's Profit Sharing Plan, including withdrawals or loans from CNC's Profit Sharing Plan which are funded, even in part, by a sale from the CNC stock fund;

3. An election to change the amount or percentage of future contributions (reflecting salary deferral, employer match or employer profit sharing) to CNC's Profit Sharing Plan which is allocated to the CNC stock fund.

The following transactions related to CNC’s common stock are not considered "trades" under CNC’s Insider Trading Policy:

1. The cash exercise of an in-the-money stock option;

2. Except during a blackout period, delivery of CNC securities previously owned in payment of the exercise price of a stock option in accordance with the terms of the applicable CNC stock option plan;

3. The withholding of shares of an Access Person's vested CNC restricted stock by CNC in an amount that will cover the tax withholding amount on the shares of an Access Person’s CNC restricted stock then vesting, thereby reducing the Access Person's number of vested shares by an equivalent share amount pursuant to the terms of the Restricted Stock Award Agreement between the Access Person and CNC;

4. Allocation to the CNC stock fund, in accordance with an Access Person’s previously designated elections, of contributions (reflecting salary deferral, employer match or employer profit sharing) to CNC's Profit Sharing Plan.

5. The pledge of securities as collateral for a loan (other than margin debt), although sale by the pledgee following the pledgor's default is a "trade".

6. Gifts or donations of securities, although there may be situations in which a subsequent sale by the donee would be a "trade".

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Speculative trades in CNC securities, such as short sales, including sales for future delivery of stock already owned (sometimes referred to as "short sales against the box"), and transactions in exchange traded options are prohibited at all times.

V. OTHER CONFIDENTIAL INFORMATION

Certain information obtained by CNAM, Inc. that does not constitute “inside” information still constitutes confidential information that must be protected by CNAM, Inc. and its Access Persons.  Compliance procedures regarding the use and treatment of that confidential information are set forth below.

A. Confidential Information Defined

As noted above, even if CNAM, Inc. and its Access Persons do not receive material, nonpublic information (i.e., “inside information”), such persons may receive other confidential or sensitive information from or about CNAM, Inc.’s clients, and they will also receive confidential or proprietary information about CNAM, Inc.’s affairs.

“Confidential Information” means any non-public information concerning CNAM, Inc.’s activities or developed by CNAM, Inc. or received by CNAM, Inc. under an express or implied agreement or understanding the information will be treated in confidence or used only for a limited purpose, regardless of whether or not it would be considered to be important by any other person.

Confidential Information may be in written, audio, video or computer readable form, or may be acquired through conversations in which an Access Person is a party or which he or she has overheard.  Such Confidential Information may include, among other things, information entrusted to CNAM, Inc. by its clients, including his or her name and related financial information, the names of securities CNAM, Inc. intends to buy or sell, and new product information or business plans.

Given the breadth of the above, all information that an Access Person obtains through CNAM, Inc. should be considered confidential unless that information is specifically available to the public.

B. Policy Statement Regarding Use and Treatment of Confidential Information

All Confidential Information, whatever the source, may be used only in the performance of the Access Person’s duties with CNAM, Inc.  Confidential Information may not be used for any personal purpose, including the purchase or sale of securities for a Personal Account.

C. Procedures Regarding Use and Treatment of Confidential Information

To ensure the highest level of protection and privacy for confidential information, Access Persons must use caution and assume individual responsibility for, but not limited to, the following activities:

1. Discussing confidential information when using telephones;

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2. Transmitting confidential information via facsimile;

3. Printing confidential information at an unattended printer. (Only persons authorized to examine the confidential information being printed shall attend the printer);

4. Discussing, reading, or exposing confidential information on airplanes, public transportation, in restaurants, or while in other public places;

5. Revealing or disclosing system vulnerabilities;

6. Marking all confidential information on a fax cover sheet with the following confidentiality legend:

“The information contained in this facsimile transmission is confidential and may also contain legally privileged information or work product. The information is intended only for the use of the individual or entity to whom it is addressed. If you are not the intended recipient or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any use, dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this facsimile transmission in error, please notify the sender immediately by telephone and return the original message to us by mail. Thank you.”

VI. PERSONAL TRADING

A. Fiduciary Duty to Avoid Conflicts of Interest with Client Accounts

Because CNAM, Inc. and each of its Access Persons is a fiduciary of CNAM, Inc.’s clients, such persons must avoid actual and apparent conflicts of interest with CNAM, Inc.’s clients. An actual or apparent conflict of interest could arise when both an Access Person and CNAM, Inc., on behalf of a client, engage in a transaction involving the same security.  A client’s interest takes precedence over the personal interests of CNAM, Inc. and its Access Persons. If a potential or actual conflict arises, CNAM, Inc. will investigate and determine if the client’s interests could be or were adversely affected in any way. If so, an appropriate remedy will be provided to the client. An Access Person who becomes aware of a conflict of interest or potential conflict involving a CNAM, Inc. client,  should bring it to the attention of CNAM, Inc.’s Chief Compliance Officer (“CCO”) immediately.

Conflicts of interest also may arise when an Access Person becomes aware of Limited Offerings, such as private placements, or offerings in interests in limited partnerships or any thinly traded securities, whether public or private. Because of the inherent potential for conflict, Limited Offerings demand extreme care and are subject to closer scrutiny in the pre-approval procedures discussed below.

B. Policy Statement Regarding Personal Trading

CNAM, Inc. recognizes that the personal investment transactions of its Access Persons and members of their immediate families demand the application of a strict code of ethics. Consequently, CNAM, Inc. requires that all personal investment transactions be carried out in a

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manner that will not endanger the interest of any client or create any apparent or actual conflict of interest between CNAM, Inc. and its Access Persons, on the one hand, and the client, on the other hand. Thus, CNAM, Inc. has adopted the procedures set forth below.

C. Personal Account Exemptions for Publicly Traded Securities

If an Access Person certifies in writing that:

1. the certifying Access Person does not influence the investment decisions for any specified account of a spouse, child or dependent person; and

2. the person or persons making the investment decisions for such account do not make such decisions, in whole or in part, upon information that the certifying Access Person has provided, CNAM, Inc.’s senior management, in consultation with the CCO may determine that such an account is not the Access Person’s Personal Account and that purchases and sales of Publicly Traded Securities for such account are not subject to the pre-clearance requirements of this Code set forth below.

3. Similarly, if an Access Person certifies in writing that trading in an account in which he or she has direct or indirect beneficial ownership is managed by someone other than the Access Person, such as a third party who exercises complete investment discretion in managing the account, CNAM, Inc.’s senior management, in consultation with the CCO, may determine that purchases and sales of Publicly Traded Securities for such account are not subject to the pre-clearance requirements of this Code set forth below. In addition, the CCO may at his or her discretion, require written verification by the third party involved in the management of the account in certain circumstances. If the Access Person has any role in the managing the account, then this exception does not apply.

Securities held or traded in an excepted account are nonetheless required to be included in the Access Person’s initial, annual and quarterly reports.  Any actual or appearance of a conflict of interest in the trading in the Access Person’s excepted accounts may render these accounts subject to all of the provisions of this Code.

D. Personal Trading Prohibitions and Restrictions

1. Blackout Period Applicable to CNC Securities. Under CNC’s Securities Trading Policy, to avoid even the appearance of trading while aware of nonpublic information, CNC has established a quarterly blackout period with respect to CNC securities that commences at the close of trading on the twentieth (20) calendar day of the last month of a fiscal quarter and ends at the opening of trading on the third full trading day after public dissemination of the CNC's earnings release for that quarter. Access Persons and their related persons may not trade in CNC securities during a quarterly blackout period. Any outstanding orders, including "good until canceled" limit orders, must be canceled prior to the beginning of a quarterly blackout period.  

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2. Ban on Excessive Trading of Affiliated Funds. Employees are prohibited from engaging in excessive trading of the shares of the Trust, other than its money market series, to take advantage of short-term market movements. Excessive trading, such as frequent patterns of exchanges occurring within several months, could involve actual or potential harm to the Trust’s shareholders.  Such prohibition also applies to transactions by the Access Person’s spouse, minor children, a relative that shares the Access Person’s home, or any trust or custodianship for which the Access Person serves as trustee or custodian. All such transactions shall be reviewed by the CCO. Any potential violations shall be reported to CNAM, Inc.’s senior management which, in consultation with the CCO, will determine appropriate action, including, but not limited to, disgorgement of profits.

3. Exceptions to Ban on Excessive Trading of Affiliated Funds.  Any shares of Affiliated Funds purchased through an automated reinvestment plan (e.g., a dividend reinvestment plan) and redemption of shares from such plans shall not be deemed to be in violation of the ban on excessive trading of Affiliated Funds.

4. Ban on Short-Term Trading Profits.  Employees are expected to refrain from trading for short term profits.  To discourage such trading, all profits realized from transactions of Reportable Securities within a period of thirty (30) days from the date of such an Access Person’s most recent opening transaction in that security (e.g., the most recent acquisition in the case of a sale, the opening of a short position in the case of a cover transaction), shall be reviewed by the CCO.  Any potential violations shall be reported to CNAM, Inc.’s senior management which, in consultation with the CCO, will determine appropriate action, including, but not limited to disgorgement of profits. If the position is being sold at a loss, the 30 day holding period will be waived.  Day Trading (buying and selling in the same security on the same business day) of any Security is strictly prohibited.

5. Exceptions to Ban on Short-Term Trading Profits.  Any Reportable Securities purchased through an automated reinvestment plan (e.g., a dividend reinvestment plan, shares of CNC common stock through CNC’s profit sharing plan, or other 401(k) plan) and redemption of shares from such plans shall not deemed to be in violation of the ban on short-term trading profits.

E. Procedures Regarding Personal Trading

1. Pre-Clearance.  Pre-clearance is intended to protect both CNAM, Inc. and its Access Persons from even the appearance of impropriety with respect to any personal transactions. Pre-clearance requests must be approved by a Trader and the Chief Investment Officer or his or her designee (i.e., a member of senior management or the CCO).If you have any doubt as to .

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whether the pre-clearance requirement applies to a particular security, please check with the CCO before entering into that transaction

CNAM, Inc. requires electronic pre-clearance of:

a. purchases and sales of all Reportable Securities (including shares of Affiliated Funds) of $25,000 or more per issuer on any business day if such issuer’s capitalization is below $5 billion at the time of execution and are or will be held in an Access Person’s Personal Account (the “De Minimis Exception”);  and

b. purchases and sales of all Limited Offerings or IPOs that are or will be beneficially owned by its Access Persons.

The pre-clearance requirement is satisfied by submitting electronically a pre-clearance request. The Personal Trading Authorization Form (TR-181): Intention to Execute Employee Personal Trades in Publicly Traded Securities (the “Pre-clearance Form”) is to be used in most cases, with the exception of investments in Limited Offerings or IPOs, which requires completion of an “Intention to Participate in a Limited Investment Opportunity” form (the “Limited Investment Opportunity Form”).  A copy of each form is attached as Exhibit A.  CNAM, Inc. will treat the pre-clearance process as Confidential Information and will not disclose this information except as required by law or for appropriate business purposes, and Access Persons must do the same with respect to approvals or denials of any request for pre-clearance.

As part of the pre-clearance process, each Access Person wishing to buy or sell a security for a Personal Account must first confirm that he or she is not in receipt of any material, nonpublic information (i.e., “inside information”) regarding that security. Pre-clearance is not automatically granted for every trade. Trades for Personal Accounts generally must be consistent with recommendations and actions that CNAM, Inc. has taken on behalf of its clients.  Therefore, without the prior approval of senior management, an Access Person may not take a position in a security contrary to the position taken by CNAM, Inc. for its clients.

Approval of a trade in a Personal Account means that, to the best of the approver’s knowledge:

a. The security has not been considered for purchase or sale by any series of the Trust or client account and a recommendation to purchase or sell the security has not been made five (5) business days prior to the Access Person’s intended transaction in the same security.

b. The security is not in the process of being purchased or sold for a a series of the Trust or client account, unless:

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(i) such purchases or sales have been substantially completed at least five (5) days prior to the Access Person’s intended transaction; or

(ii) the transaction in the Personal Account will be aggregated with trades for a client (including one or more series of the Trust), in accordance with CNAM, Inc.’s Trade Allocation Procedures.

2. Execution of Trades.  A Pre-clearance request must be submitted and approved on the day the Access Person intends to initiate a transaction and the trade must be executed on that day.  If for some reason an Access Person cannot initiate trade instructions on that date, or the trade cannot be executed on that date, a new request must be submitted and the appropriate authorization must be obtained again. “Same day trading authorization” means:

a. If clearance is granted at a time when the principal market in which the security trades is open, clearance is effective for the remainder of that trading day until the opening of that market on the following day.

b. If clearance is granted at a time when the principal market in which that security trades is closed, clearance is effective for the next trading day until the opening of that market on the day following such next trading day.

c. If the Access Person is denied pre-approval to execute a purchase or sale of a Reportable Security, the Access Person may not execute a transaction pursuant to a De Minimis Exception (i.e., less than $25,000) in that Reportable Security without pre-approval, for a period of five (5) business days after the date the pre-approval request was denied.

3. Limited Investment Opportunities.  When an Access Person intends to effect a transaction that is an investment in a Limited Offering (e.g., a private placement, limited partnership (including hedge funds)), an IPO or any thinly traded public security (each, a “Limited Investment Opportunity”), the Access Person must first consider whether or not the planned investment is one that is appropriate for CNAM, Inc.’s clients. Generally, CNAM, Inc.’s strategies would not include Limited Investment Opportunities.  However, if a client’s account restrictions do not prohibit the acquisition of the security, the Limited Investment Opportunity may be an appropriate investment for the client. Therefore, the Access Person must submit electronically an “Intention to Participate in a Limited Investment Opportunity” request for approval (attached as Exhibit A) and bring the limited investment opportunity to the attention of a Senior Manager, to allow him or her to determine if the limited investment opportunity should be offered to the CNAM, Inc.’s clients.  Access Persons should be aware that pre-clearance of investments in limited opportunities

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serves as confirmation that the Access Person has considered the interests of CNAM, Inc.’s clients.

a. An Access Person must submit electronically an “Intention to Participate in a Limited Investment Opportunity” request for all transactions in which an Access Person may acquire beneficial ownership in the security being offered by the Limited Offering, regardless of whether or not such security will be held in the Access Person’s Personal Account.

b. The date on which pre-clearance is granted will generally be considered to be the trade date.  However, in many cases, the trade date may not have been established by the issuer or seller of the Limited Offering or IPO at the time the trade is initiated.  The Access Person should then indicate that the trade date will be the date on which the seller or issuer finalizes the trade.  As long as the date pre-clearance is granted is within 15 days prior to the closing date of the transaction, the Access Person will be considered to be in compliance with this Code.  This is also the case if an Access Person is the seller of a security originally purchased by such Access Person in a Limited Offering.

4. Exceptions to the Pre-clearance Requirements. The following types of investments are not required to be pre-cleared. However, none of the transactions listed below are exempt from the periodic reporting requirements discussed below.

a. Blocked Trades.  If a proposed trade in a security for a Personal Account is blocked with client trades in that security in compliance with CNAM, Inc.’s Trade Allocation Procedures, the trade may be executed without obtaining pre-approval and without determining that the proposed trade complies with the requirements above.  However, such transactions must be reported on the Access Person’s Quarterly Transaction Report, and any holdings acquired in this manner must also be reported on the Annual Holdings Report.

b. Non-Volitional Transactions.  The pre-clearance requirements do not apply to transactions as to which an Access Person does not exercise investment discretion at the time of the transaction.  For example, if a security owned by an Access Person is called by the issuer of that security, the transaction does not have to be pre-cleared and the security may be delivered without pre-clearance.  Similarly, if an option written by an Access Person is exercised, then the stock may be delivered pursuant to that option without pre-clearing the transaction.  If the rules of an exchange provide for automatic exercise or liquidation of an in-the-money derivative instrument upon expiration, the exercise or liquidation of that position by the exchange does not require pre-clearance.  All non-

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volitional transactions are required to be reported on the Access Person’s Quarterly Transaction Report and, if not previously reported,  the Annual Holdings Report.

c. Automated Investment Plans.  Purchases that are part of an established periodic Automated Investment Plan do not have to be pre-cleared, but participation in the plan should be pre-cleared prior to the first purchase.  If an Access Person’s spouse participates in such a plan at his or her place of employment, the Access Person must notify the CCO of the spouse’s participation in the plan upon commencement of employment, or upon the spouse’s commencement of participation in the plan.  Investments made through an automated investment plan must be reported on an Access Person’s Quarterly Transaction Report and on his or her Annual Holdings Report.

d. An Access Person’s participation in CNC’s Profit Sharing Plan (the “Plan”) and any transactions pursuant to automatic payroll deductions in the Plan will be reported directly to the CCOby the Plan’s record keeper. Access Persons are not required to report these transactions. However, Access Persons may opt out of having the Plan record keeper report these transactions. If the Access Person elects to opt out, he or she must notify the CCO in writing and will be subject to the Code’s periodic reporting requirements set forth under Section VI-F below.

e. Tender Offers.  Tendering shares pursuant to a public tender offer is subject to special rules. If the tender offer is for 100% of the outstanding shares of a particular class, pre-clearance is not required with respect to securities of that class.  If the tender offer is for less than 100% of the outstanding shares of a particular class, pre-clearance is required. (CNAM, Inc. may be participating in the transaction on behalf of client accounts and an employee’s participation could reduce the number of shares able to be tendered on behalf of a client.) In either case, tender offers must be reported on an Access Person’s Quarterly Transaction Report and, if necessary, the Annual Holdings Report.

F. Reports of Personal Transactions (for All Reportable Securities)

1. Submission of Reports.  In order for CNAM, Inc. to monitor compliance with this Code, each Access Person shall submit, or shall cause to be submitted, to the Chief Compliance Officer the following reports:

a. Initial Holdings Report.  Each Access Person shall submit to the CCO a complete and accurate Initial Holdings Report in the form attached hereto as Exhibit B within 10 days of becoming an Access Person, with information current as of a date no more than

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45 days prior to the date of his or her employment. The Initial Holdings Report includes all Reportable Securities the Access Person had any direct or indirect beneficial ownership of upon commencement of employment by CNAM, Inc., regardless of whether or not the Reportable Securities are held in the Access Person’s Personal Account.  The Initial Holdings Report must contain, at a minimum, the following information:

(i) The name of each Reportable Security and type of security.

(ii) As applicable, the ticker symbol or CUSIP number.

(iii) As applicable, the number of shares or principal amount of each Reportable Security.

(iv) The name of any broker, dealer or bank with which the Access Person maintains an account in which any Reportable Securities.

(v) The Access Person’s signature and the date the Initial Holdings Report is being submitted.

b. Duplicate Account Statements. Each Access Person shall cause all of his or her account statements to be submitted to the CCO (or his or her designee) by his or her broker or other custodians within 30 days of each calendar quarter end regardless of whether any trading activity occurred in the Personal Account during the quarter. A form letter to be used for this purpose is attached hereto as Exhibit C.

c. Quarterly Transaction Reports.  Each Access Person must submit Quarterly Transactions Reports in the form attached as Exhibit D within 30 days of each calendar quarter end for all transactions during the quarter in Reportable Securities.  The Quarterly Transaction Reports must contain, at a minimum, the following information:

(i) The trade date of the transaction and the name of each Reportable Security.

(ii) As applicable, the ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security.

(iii) The nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition).

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(iv) The price of the Reportable Security at which the transaction was effected.

(v) The name of the broker, dealer, bank or transfer agent with or through which the transaction was effected.

(vi) The signature of the Access Person and the date the report is being submitted.

(vii) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the  Access Person: the name of the broker/dealer or bank with whom the account was established, and the date the account was established.

Note: The Access Person is not required to provide this information if the report would duplicate information contained in broker trade confirms or account statements, so long as the information is received within 30 days of each calendar quarter end.

d. Annual Holdings Report.  Each Access Person shall submit a complete and accurate Annual Holdings Report in the form attached hereto as Exhibit E. The Annual Holdings Report is due by July 31st of each year and the information in the Annual Holdings Report must be current as of a date no more than 45 days prior to the date the Annual Holdings Report is submitted.  At a minimum, the Annual Holdings Report must contain the same information as required in the Initial Holdings Report.

2. Review and Retention of Reports. The CCO shall review each, transaction report and holdings report, and compare the transactions reported against the  electronic authorizations  that were prepared during the month or the quarter, as the case may be, to determine whether any violations of CNAM, Inc.’s policies or of the applicable securities laws took place.  If there are any discrepancies between trade confirmations and authorization requests, the CCO shall contact such Access Person to resolve the discrepancy.  Upon discovering a violation of these procedures, CNAM, Inc. may impose such sanctions as it deems appropriate, including a letter of censure or suspension, a fine or termination of the employment of the violator. Where a violation of procedures affects a client account, CNAM, Inc. may require the trade to be unwound and any profits disgorged to the client account.

VII. OTHER BUSINESS CONDUCT

A. “Pay to Play” and Political Contributions by Covered Associates

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“Pay to play” refers to improper contributions and expenditures made by investment advisers and their covered associates for the purpose of obtaining or retaining investment advisory business. Improper contributions and expenditures can occur, for example, when businesses that submit bids for public contracts make political contributions to elected officials with the intent of influencing the selection process. As a matter of policy and practice and consistent with the requirements of Rule 206(4)-5 of the Investment Advisers Act of 1940, as amended, CNAM, Inc. has adopted the following procedures, which are reasonably designed to prevent violations of the rule.

1. Definitions.  For the purposes of compliance with this policy, the following definitions shall apply:

a. “contribution” means:

(i) a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election; and

(ii) transition or inaugural expenses incurred by a successful candidate for state or local office.

b. “covered associate” means

(i) a Director of CNAM, Inc.;

(ii) a member of CNAM, Inc.’s Investment Committee;

(iii) a CNAM, Inc. portfolio manager, trader or analyst; or

(iv) a CNAM, Inc. officer with a functional role that includes the solicitation of a government entity for which an Affiliated Fund would become an investment option or for which CNAM, Inc. would serve as a manager of a government-sponsored plan (e.g., 529 plans, 403(b) and 457 retirement plans).

c. “covered investment pool” means a registered investment company that is an investment option of a plan or program of a government entity.

d. “government entity” means any state or political subdivision of a state, including:

(i) Any agency, authority, or instrumentality of the state or political subdivision;

(ii) A pool of assets sponsored or established by the state or political subdivision or any agency, authority, or instrumentality thereof, including a defined benefit plan or a state general fund;

(iii) A plan or program of a government entity; or

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(iv) officers, agents, or employees of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity.

e. “official” means any person (including any election committee for the person) who was, at the time of the contribution, an incumbent, candidate, or successful candidate for elective office of a government entity if the office:

(i) is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity; or

(ii) has the authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a government entity.

2. Policy.CNAM, Inc., its covered associates, and all political action committees (“PACs”) controlled by CNAM, Inc. or its covered associates are prohibited from:

a. making or soliciting political contributions where the purpose is to assist CNAM, Inc. in obtaining or retaining business;

b. soliciting or coordinating contributions to an official of a government entity to which CNAM, Inc. provides or seeks to provide advisory services (including by making contributions through spouses, sponsoring certain fundraisers or asking another person to make contributions on the first person’s behalf);

c. making payments (meaning any gift, subscription, loan, advance or deposit of money, or anything of value) to a political party of a state or locality where CNAM, Inc. provides or seeks to provide advisory services to a government entity;

d. paying anyone to solicit business for CNAM, Inc. from a government entity unless the solicitor is subject to regulations that prohibit engagement in pay-to-play practices or is an employee of CNAM, Inc.; and

e. taking any indirect action that, if taken directly, would violate any of these prohibitions.

3. Limitations on Political Contributions. Covered associates who are entitled to vote in an election are prohibited from making a political contribution in excess of $250.00 to a government official who is a candidate for office in such election. In addition, covered associates who are not entitled to vote in an election are prohibited from making political contributions to a government official in an election for office to which the official is a candidate.

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This limitation does not extend to candidates for federal office, unless the candidate is an office holder of a state or other political subdivision (i.e., city, county, etc.). Therefore, except for those candidates described in the prior sentence, Covered associates may make a political contribution, without limit, to a candidate for the U.S. House of Representatives, the U.S. Senate or President of the United States.

4. New Employees. Effective March 14, 2011, any contributions made by a new covered associate will be subject to this policy. Applicants for employment must also complete a certification when they apply for a position with CNAM, Inc. In deciding whether to hire an applicant, CNAM, Inc. shall be entitled to consider, based on the applicant’s responses to the certificate, whether hiring the applicant would impact CNAM, Inc.’s relationship with a government entity and/or limit its ability to pursue a client relationship with a government entity.

5. Reporting. All political contributions made by covered associates are reportable quarterly. The certification attached as Exhibit H “Quarterly Report of Political Contributions” asks that each covered associate provide information on certain of his/her political contributions and to confirm compliance with this policy. Each covered associate must submit a certification quarterly within [20 days] after the end of each calendar quarter, unless the CCO requests that certifications be completed more frequently as he/she deems necessary.

6. Recordkeeping. CNAM, Inc. shall make and keep the following records, in a manner consistent with its current recordkeeping policies, to extent that it has one or more government entities as clients:

a. The names, titles, and business and residential addresses of all employees that the Firm deems to be “covered associates” under the Political Contribution Rule.

b. All contributions made, whether directly or indirectly, by the Firm or any of its covered associates to an official of a government entity.

c. All payments made, whether directly or indirectly, by the Firm or any of its covered associates to a political party of a state or political subdivision thereof, or to a political action committee.

Notwithstanding whether CNAM, Inc. has any government entities as clients, it shall make and keep the following records, in a manner consistent with its current recordkeeping policies:

a. All government entities to which CNAM, Inc. provides or has provided investment advisory services, or which are or were investors in any Portfolio or other covered investment pool to which CNAM, Inc. provides or has provided investment advisory

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services, in the past five years, but not prior to the effective date below.

b. The name and business address of each “regulated person” to whom the Firm provides or agrees to provide, directly or indirectly, any payment to solicit a government entity for investment advisory services on the Firm’s behalf.

7. Effectiveness.

a. With respect to the Fund and the Portfolios, these recordkeeping requirements shall be effective on September 13, 2011.  

b. With respect to all other aspects of the Firm’s business, these recordkeeping requirements shall be effective on March 14, 2011.

B. Directorships Require Approval

Access Persons should discuss with the CNAM, Inc.’s senior management and the CCO any invitations to serve on the board of directors for any private or public operating company (non-profits, excepted). Care in this area is necessary because of the potential conflict of interest involved and the potential impediment created for accounts managed by CNAM, Inc. in situations where Access Persons serving on boards obtain material nonpublic information in connection with their directorship, thereby effectively precluding the investment freedom that otherwise would be available to CNAM, Inc.’s clients.  Each Access Person should advise the CCO annually of any operating company directorship held by that Access Person.

C. No Special Favors

No Access Person may purchase or sell securities pursuant to any reciprocal arrangement arising from the allocation of brokerage or any other business dealings with a third party.  Accepting information on or access to personal investments as an inducement to doing business with a specific broker on behalf of clients of CNAM, Inc. – regardless of the form the favor takes – is strictly prohibited.  Personal transactions which create the appearance of special favoritism should be avoided.

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D. Restrictions on Gifts

1. Policy Statement.  A conflict of interest occurs when the personal interests of Access Persons interfere or could potentially interfere with their responsibilities to CNAM, Inc. and its clients. The overriding principle is that Access Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Access Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

2. De Minimis Gifts.  From time to time CNAM, Inc. and/or Access Persons may receive gifts from third parties.  Any gift received that has a value in excess of a de minimis amount (generally $150) should not be accepted.Each Access Person is responsible for determining the value of gifts received from third parties and whether a particular gift has de minimis value in the circumstances.  However, Access Persons are reminded that the perception of a gift’s value by others is as important as the assessment of the gift’s value in the Access Person’s judgment.

Employees are permitted to accept a gift or benefit, if all of the following are true:

a. The gift or benefit is unsolicited.

b. The value of the gift or benefit is nominal. To be considered nominal, gifts or benefits from any person must have an apparent retail value of $150 or less within a period of six months. Reasonable social entertainment, such as meals, sporting events, or other social events, is generally considered to be of nominal value. Travel expenses, including but not limited to accommodations, may be reimbursed by a client or other third party if such expenses would otherwise be reimbursed by CNB as a reasonable business expense. Personal travel expenses, vacations, and unusually lavish entertainment are not considered nominal.

c. It is clear from the circumstances that the giver is not attempting to influence the Access Person with respect to any CNB service (or the terms or conditions on which any service is provided) or seeking any information from the Access Person.

d. Gifts of cash or any cash equivalent are contrary to CNB policy, regardless of amount. A gift certificate, savings bond, stock, or other security is a cash equivalent. If a client offers a gift of cash or a cash equivalent to an Access Person, the Access Person

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may suggest that the amount be donated instead to a charitable organization of the client's choosing.

e. Gifts based on family or other personal relationships that are clearly independent of any banking transaction or relationship with CNB are generally not prohibited by this Code.

f. If a gift in violation of this policy is offered to an Access Person, it must be politely but firmly declined or promptly returned to the giver with an explanation of this policy, and reported in writing to the Access Person's division head or Human Resources Division Head and a copy provided to the CCO.

From time to time, CNAM, Inc. and/or Access Persons may give or offer gifts to existing clients, prospective clients, or any entity that does business with or on behalf of CNAM, Inc. If the gift has a value in excess of a de minimis amount, such gift must be pre-approved by CNAM, Inc.’s senior management and reported to the CCO.

3. Entertainment.  No Access Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of CNAM, Inc. Access Person may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present.

VIII. MISCELLANEOUS

A. Importance Of Adherence To Procedures

It is very important that all Access Persons adhere strictly to this Code.  Any violations may result in serious sanctions, including dismissal from CNAM, Inc.

B. Interpretations and Exceptions

CNAM, Inc.’s senior management, in consultation with CNB’s Legal/Compliance Department shall have the right to make final and binding interpretations of the Code and may grant, using its discretion, exceptions to certain of the personal trading prohibitions and restrictions described in Section VI D._above. A memorandum regarding the granting of any such exception shall be retained in the respective Access Person’s file. Each Access Person must obtain approval from the Chief Executive Officer or his designee, or the CCO before taking any action regarding such an exception.

A member of CNAM, Inc.’s senior management or any other person designated (who may or not be a CNAM, Inc. employee. (e.g., CNB’s Chief Compliance Officer) is responsible for reviewing the CCO’s personal trading reports required under the Code. If the CCO is in violation of the Code, CNAM, Inc.’s senior management will determine appropriate action.

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C. Annual Circulation/Certification of Receipt of Code and Amendments

This Code shall be circulated at least annually to all Access Persons, and at least annually each Access Person shall be asked to certify in writing pursuant to the form attached hereto as Exhibit F that he or she has received and followed this Code.  Each Access Person will also be asked to certify to the receipt of any amendments to the Code circulated during the year.

D. Obligations Related to Registered Investment Companies

A person who is both a trustee or officer of a registered investment company for which CNAM, Inc. serves as investment adviser (e.g., the Trust), and an Access Person of CNAM, Inc. is only required to report under, and otherwise comply with, this Code of Ethics, and is not required to report under the investment companies code of ethics.

1. Periodic Reporting. As an adviser to a registered investment company CNAM, Inc. must:

a. Provide the board of directors/trustees of the registered investment company a copy of its code of ethics adopted pursuant to Rule 17j-1 and Rule 204A-1;

b. Promptly furnish to the registered investment company, upon request, copies of any reports made under CANM, Inc.’s Code by any person who is also covered by the investment company’s code of ethics;

c. Provide the registered investment company a copy of any material amendments to CNAM, Inc.’s Code within six (6) months of effecting such changes; and

d. Promptly furnish to the registered investment company all material information regarding any material violation of CNAM, Inc.’s Code by an Access Person.

2. Annual Certification. At least annually, CNAM, Inc. must certify in the form attached as Exhibit G to the board of directors/trustees of the registered investment company that CNAM, Inc. has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code.

E. Reporting of Violation of the Code

All Access Persons should report promptly to the CCO any violation of this Code.  All such reports will be treated confidentially to the extent permitted by law and CNAM, Inc. shall not retaliate against any individual who reports a violation of this Code.

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Employees are reminded of the availability of the CNB’s anonymous whistleblower hotline for the reporting of violations of law, accounting, and auditing matters: 1-800-417-0009.

CNC and CNB are committed to providing a workplace which is open to discussion and improvement of its business practices. Facilitating this open discussion is essential to achieving CNC’s goal of a workplace that exemplifies the highest standards of business ethics and integrity.

This is also a reminder to employees that special procedures have been established to facilitate the reporting of colleague concerns and complaints relating to any potential or actual corporate fraud, violation of applicable law, or any questionable activity relating to accounting controls, internal controls, disclosure controls or auditing matters. Additional information on how to file a complaint can be found in “How to File a Complaint on Suspected Violation of Law, Accounting and Auditing Matters” on CNB’s internal website http://www.cityweb.cityntl.com/.

F. Retention of Records

CNAM, Inc. shall retain all documents produced by the CCO as required by this Code and all documents required to be submitted by Access Persons under this Code, including any documents referred to or incorporated herein, as part of the books and records required by the Advisers Act and the rules thereunder.

G. Questions

Any questions regarding this Code should be referred to the CCO.

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Exhibit A

Personal Trading Authorization Form:

Intention to Execute Employee Personal Trades in Publicly Traded Securities

Access Person’s  Name:  Account Name:  Date: 

Date	Buy	Sell	Shares/Principal    Amount >$25,000	Market Cap = <$5B			Security Name	Symbol	Broker	Price
				Yes		No
Blackout Period I confirm that I will not knowingly effect a trade date for the purchase or sale of the securities listed above if such trade date is five (5) business days before a transaction in the same security will be effected or has been effected by any series of the CNI Charter Funds. Prohibition on Selling Recently-Acquired Reportable Securities I represent that the securities listed above for which authorization to sell is being requested were held in the account for a minimum of 30 days prior to the proposed trade date for this transaction. Conflicts of Interest I confirm that I am not in possession of any Inside Information (as defined in CNAM, Inc.’s Code of Ethics) concerning this security or its issuer.                                            Access Person’s Signature:
Who should submit this form?					What trades require approval?
All Access Persons.					Reportable Securities, including stocks, bonds, options, Affiliated Funds, subject to certain exceptions (i.e., trades below $25,000 in issuers with market caps in excess of $5B do not require approval).
When should this form be submitted?					What trades do not require approval?
Before the trade is placed.					CDs, commercial paper, open-end mutual funds (other than series of the Trust or Affiliated Funds), banker acceptances, U.S. Government bonds, unit investment trusts that invest in one or more open end funds.
Whose trades are covered?					Are short-term trades acceptable?
Trades for Personal Accounts, including any account in which an Access Person has a beneficial interest and each and every account for which an Access Person, an Access Person’s spouse, minor child or other dependent influences or controls investment decisions.					Access Persons are expected to not trade for short-term profits. All trades in Reportable Securities are subject to a 30-day holding period, except with respect to shares acquired through an automated dividend reinvestment plan.
How long is approval valid?					Are contrary positions acceptable?
The trade must be executed on the day approval is given.					Contrary positions will not be approved except in special circumstances.
Who grants the approval?					How is approval granted?
1) The Trader and 2) Chief Executive Officer or his designee, or the Chief Compliance Officer.					If approved, an electronic confirmation will be sent to the Access Person and the Chief Compliance Officer (or his or her designee) promptly.

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The Code of Ethics is designed to avoid the actual or apparent conflicts of interest between the interests of CNAM, Inc. and its Access Persons and the interests of its clients.  The guidelines presented above, address the most commonly asked questions.  Please refer to the Code of Ethics for a complete explanation of these and other issues, or contact the Chief Compliance Officer directly.
Approval Approval has been granted for the above transaction(s) in accordance with the current Code of Ethics.
Trader’s Signature	Date
Manager’s or CCO’s Signature	Date

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Exhibit A

Intention to Participate in a Limited Investment Opportunity

Access Person’s  Name:  Account Name:  Date: 

Estimated Date of Transaction Buy Sell Shares/ Amount Security Name Broker Price

I confirm that I am not in possession of any Inside Information (as defined in CNAM, Inc.’s Code of Ethics) concerning this security or its issuer.

Access Person’s Signature: 

Whose trades are covered?	What trades require approval?
Trades for Personal Accounts, including any account in which an Access Person has a beneficial interest and each and every account for which an Access Person, an Access Person’s spouse, minor child or other dependent influences or controls investment decisions.	Limited offerings and IPOs, as defined in the Code of Ethics.
How long is approval valid?	Are contrary positions acceptable?
Generally, the trade must be executed on the day approval is given. (See Code of Ethics Section VI.E.3.)	Contrary positions will not be approved except in special circumstances.
Who grants the approval?	How is approval granted?
1) The Trader and 2) the Chief Executive Officer or his designee, or the Chief Compliance Officer.	If approved, an electronic confirmation will be sent to the Access Person and the Chief Compliance Officer promptly.

The Code of Ethics is designed to avoid the actual or apparent conflicts of interest between the interests of CNAM, Inc.’s Employees and the interests of its clients. The guidelines presented above address the most commonly asked questions. Please refer to the Code of Ethics for a complete explanation of these and other issues, or contact the Chief Compliance Officer directly.

Approval

Approval has been granted for the above transaction(s) in accordance with the current Code of Ethics.

Trader’s Signature	Date
Manager’s or CCO’s Signature	Date

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Exhibit B

INITIAL HOLDINGS REPORT

(This report must be submitted within ten days of becoming an Access Person.)

Name of Access Person: 

Date Person Became Subject to the Code’s Reporting Requirements: 

Date Report Due: 

Date Report Submitted: 

Note: In lieu of completing sections 1 and 2 below, you may attach duplicate copies of your most recent brokerage or custodian statements provided they are current within 45 days of the date of this report and sign below certifying that all required information has been provided.

1. Securities Holdings

Name of Issuer, Title of Security, and exchange ticker symbol or CUSIP number, if applicable No. of Shares (if applicable) Principal Amount, Maturity Date and Interest Rate (if applicable)

1. Brokerage/Custody Accounts

Name of Institution and Account Holder’s Name (i.e., you, spouse, child)   Account Number Have you requested duplicate statements?

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

Signature	Date
Reviewed by:
Name:
[Print Name]
Chief Compliance Officer or Designee
Signature:	Date

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Exhibit C

Form of Authorization Letter

[Date]

[Broker name and address]

RE:           [Access Person]

Dear Sir or Madam:

Please be advised that I am an employee of City National Asset Management, Inc. (“CNAM, Inc.”) an investment adviser registered with the Securities and Exchange Commission and deemed to be an “access person” subject to compliance with CNAM, Inc.’s Code of Ethics. Please send duplicate account statements to the attention of:

[Name]

Chief Compliance Officer

City National Asset Management, Inc.

555 South Flower Street, 18th Floor

Los Angeles, CA 90071

This request is made pursuant to the personal trading policies of CNAM, Inc. as required under federal and state law.

Thank you for your cooperation.

Sincerely,

Authorization by Access Person:
[name of Access Person]

cc:  [Chief Compliance Officer]

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Exhibit D

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

(This report must be submitted within 30 days following the end of each calendar quarter.)

Access Person:

Calendar Quarter Ended:

Date Report Due:

1. Transactions in Reportable Securities

Trade Date Name of Issuer and Title of Security Ticker Symbol/CUSIP No. of Shares/ Principal Amount Maturity Date & Interest Rate (if applicable) Type of Transaction (Buy/Sell) Unit Price Broker, Dealer or Bank Effecting Transaction

2. Transactions in Limited Offerings (includes Private Placements, Hedge Funds, IPOs and Other Offerings Not Publicly Available)

Trade Date Name of Issuer and Title of Security Ticker Symbol/CUSIP No. of Shares/ Principal Amount Maturity Date & Interest Rate (if applicable) Type of Transaction (Buy/Sell) Unit Price Broker, Dealer or Bank Effecting Transaction

3. Brokerage/Custody Accounts Opened During Quarter

Name of Institution & Account Holder’s Name (i.e., you, spouse, child) Account Number Have you requested duplicate statements?

[   ] I certify that I have requested duplicate statements including  all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

Signature   Date

Reviewed By:

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Name:
	Chief Compliance Officer or Designee
Signature		Date

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Exhibit E

ANNUAL HOLDINGS REPORT

(This report must be accurate within 45 days of submission)

Employee: 

Note: In lieu of completing sections 1 and 2 below, you may attach duplicate copies of your most recent brokerage or custodian statements provided they are current within 45 days of the date of this report and sign below certifying that all required information has been provided.

1. Securities Holdings

Name of Issuer, Title of Security, and exchange ticker symbol or CUSIP number, if applicable No. of Shares (if applicable) Principal Amount, Maturity Date and Interest Rate (if applicable)

2. Brokerage/Custody Accounts

Name of Institution and Account Holder’s Name (i.e., you, spouse, child) Account Number Have you requested duplicate statements?

I hereby certify that during the 12 months ended _______________________________, I have complied with my obligations under the Code of Ethics as in effect during that period, including the obligations not to purchase or sell Publicly Traded Securities on the basis of “insider information” and to cause my broker or custodian to provide CNAM, Inc. with quarterly reports reflecting all purchases and sales of Reportable Securities for my Personal Accounts.

Signature	Date
Reviewed by:
Name:
[Print Name]
Chief Compliance Officer or Designee
Signature:	Date

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Exhibit F

ANNUAL CERTIFICATION

I certify that I: (i)   have received, read and reviewed the Adviser’s Code of Ethics (the “Code”);

(ii) understand the policies and procedures in the Code;

(iii) recognize that I am subject to such policies and procedures;

(iv) understand the penalties for non-compliance;

(v) have complied with the Code and any applicable reporting requirements, including, but not limited to, personal securities transactions, gifts and entertainment, political contributions, and operating company directorships, during this past year;

(vi) have fully disclosed below any exceptions, not previously reported, to my compliance with the Code;

(vii) will fully comply with the Code; and

(vi) have fully and accurately completed this Certificate.

EXCEPTION(S):

Signature: 

Print Name: 

Date Submitted:   

Date Due:

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Exhibit G

INVESTMENT ADVISER CERTIFICATION

CITY NATIONAL ASSET MANAGEMENT, INC.

CERTIFICATION PURSUANT TO RULE 17j-1

This Certificate is furnished by City National Asset Management, Inc. (the “Adviser”), pursuant to Rule 17j-1 (the “Rule”) of the Investment Company Act of 1940, as amended, to the Board of Trustees of CNI Charter Funds (the “Trust”).

The undersigned, ______________________, in his or her capacity as ___________________ of the Adviser, hereby certifies on behalf of the Adviser that:

1.  The Adviser has adopted a Code of Ethics (the “Code”) covering the Adviser, pursuant to, and in compliance with, Rule 17j-1 under the Investment Company Act of 1940;

2.  The Adviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code;

3.  The Adviser’s Code of Ethics contains provisions reasonably necessary to prevent access persons from violating Rule 17j-1(b);

4.  In accordance with Rule 17j-1, the Adviser has submitted its Code to the Trust’s Board of Trustees for approval.

5.  During this past year, the Adviser has submitted to the Trust’s Board of Trustees any and all amendments to its Code within six months of the change;

6.  All access persons required to report under the Code have done so in compliance with the Code (and/or related procedures) and Rule 17j-1; and

7.  All of the Adviser’s material violations of the Code and any sanctions imposed in response to such violations have been reported to the Trust’s Board of Trustees in compliance with Rule 17j-1 and the Adviser’s Code.

Witness my hand this ____ day of ______, _____.

CITY NATIONAL ASSET MANAGEMENT, INC.

By:

Name

Title

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Exhibit H

City National Asset Management, Inc.

Political Contributions Certification

________________________________________

   (Print or Type Name)

A.  Political Contributions:

_____  I did not make any contributions during the quarter to an issuer of municipal securities, to a political party or to a bond ballot measure.

_____  I did not solicit or coordinate any contribution to an official of an issuer or a government entity or any payment to a political party of a state or locality during the quarter.

If both of the above are checked, skip to/COMPLETE Section "C" below.

_____  I made a contribution(s) during the quarter to an official of an issuer of municipal securities during the quarter, to a political party or to a bond ballot campaign.

_____  I solicited or coordinated contributions to an official or a government entity or payment to a political party of a state or locality during the quarter.

If either of the above is checked, COMPLETE Section"B" below.

B. Please provide the following with respect to each candidate or official and each separate election in which that person ran for office:

1.Date of each contribution or payment you made to, or solicited or coordinated for, the candidate/official/political party/ballot initiative

2.Amount of each contribution or payment you made to, or solicited or coordinated for, the candidate/official/political party/ballot initiative

3.Jurisdiction in which the official holds or candidate was seeking public office/the state of the political party or ballot initiative

4.The position the official holds or the candidate is seeking

5.The position the candidate/official held at the time the contribution was made, if different

Please check as appropriate:

_______ The reported contribution(s) is/are to an official(s) of an issuer(s) or to candidates for office of an issuer, political parties of states and political subdivisions to candidates/parties that I am entitled to vote and was/(were) not in excess of $250 per official per election.

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_______ The reported contribution(s) to a bond ballot campaign(s) is/are for a ballot initiative(s) for which I am entitled to vote and all contributions to this/these bond ballot campaign(s) did not exceed $250 per ballot initiative.

_______ The reported contribution(s) to a political party(ies) are to a political party(ies) of a state(s) and political subdivision(s) in which I am entitled to vote and did not exceed $250 per political party per year.

C. Signature

(Date) (Signature )

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