EX-99.P CODE ETH 10 ex99p2.htm

Exhibit (p)(2)

Code of Ethics

Adopted: May 1, 2019

Updated: May 1, 2021

Exhibit (p)(2)

Table of Contents

1.	Statement of General Policy	1

2.	Definitions	3

3.	Standards of Business Conduct	5

4.	Chief Compliance Officer’s Designee	6

5.	Social Media	7

6.	Prohibition Against Insider Trading	9

7.	Interested Transactions	12

8.	Personal Securities Transactions	13

9.	Pre-Clearance	14

10.	Compliance Procedures	15

11.	Protecting the Confidentiality of Client Information	17

12.	Political Contributions	19

13.	Gifts and Entertainment	21

14.	Rumor Mongering	23

15.	Service as an Officer or Director	25

16.	Anti-Corruption Practices	28

17.	Whistleblower Policy	29

18.	Reporting Violations and Sanctions	31

19.	Records	32

20.	Acknowledgement	33

Exhibit (p)(2)

1. Statement of General Policy

This Code of Ethics (“Code”) has been adopted by ONEFUND and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”).

This Code establishes rules of conduct for all employees of ONEFUND and is designed to, among other things; govern personal securities trading activities in the accounts of employees, their immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that ONEFUND and its employees owe a fiduciary duty to ONEFUND clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by ONEFUND continue to be applied.

The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our Firm continues to be a direct reflection of the conduct of each employee.

Pursuant to Section 206 of the Advisers Act, both ONEFUND and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the ONEFUND has an affirmative duty of utmost good faith to act solely in the best interest of its clients.

ONEFUND and its employees are subject to the following specific fiduciary obligations when dealing with clients:

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The duty to have a reasonable, independent basis for the investment advice provided;

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The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

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The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

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A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, ONEFUND expects every employee to demonstrate the highest standards of ethical conduct for continued employment with ONEFUND. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with ONEFUND. ONEFUND’s reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of Compliance for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, up to and including termination of employment with ONEFUND.

Exhibit (p)(2)

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of ONEFUND in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with Compliance. Compliance may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.

Recognizing the importance of maintaining the Firm’s reputation and consistent with our fundamental principles of honesty, integrity and professionalism, the Firm requires that a supervised person advise the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or legal proceeding of any kind. ONEFUND will maintain such information on a confidential basis.

Compliance will periodically report to senior management and the board of directors at its discretion of ONEFUND to document compliance with this Code.

Exhibit (p)(2)

2. Definitions

For the purposes of this Code, the following definitions shall apply:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Access person” means any supervised person who: has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable fund our firm or its control affiliates manage or has access to such recommendations; or is involved in making securities recommendations to clients that are nonpublic.

“Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest, controls or exercises investment discretion.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

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

“Beneficial interest” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has a beneficial interest in a security for purposes of Section 16 of such Act and the rules and regulations thereunder.

“Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder.

“Chief Compliance Officer” (CCO) refers to the Chief Compliance Officer of ONEFUND.

“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.

“Initial public offering” (IPO) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Inside information” means non-public information (i.e., information that is not available to investors generally) that there is a substantial likelihood that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security or would view it as having significantly altered the ‘total mix’ of information available.

Exhibit (p)(2)

“Insider” is broadly defined as it applies to ONEFUND’s Insider Trading policy and procedures. It includes our Firm’s officers, directors and employees. In addition, a person can be a “temporary insider” if they enter into a special confidential relationship in the conduct of the company’s affairs and, as a result, are given access to information solely for ONEFUND’s purposes. A temporary insider can include, among others, ONEFUND’s attorneys, accountants, consultants, and the employees of such organizations. Furthermore, ONEFUND may become a temporary insider of a client it advises or for which it performs other services. If a client expects ONEFUND to keep the disclosed non-public information confidential and the relationship implies such a duty, then ONEFUND will be considered an insider.

“Insider trading” is generally understood to refer to the effecting of securities transactions while in possession of material, non-public information (regardless of whether one is an “insider”) or to the communication of material, non-public information to others.

“Investment person” means a supervised person of ONEFUND who, in connection with his or her regular functions or duties, makes recommendations regarding the purchase or sale of securities for client accounts (e.g., portfolio manager) or provides information or advice to portfolio managers, or who help execute and/or implement the portfolio manager’s decision (e.g., securities analysts, traders, and portfolio assistants); and any natural person who controls ONEFUND and who obtains information concerning recommendations made regarding the purchase or sale of securities for client accounts.

“Investment-related” means activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, futures sponsor, bank, or savings association).

“Limited offering” means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act of 1933.

“Private fund” means an issuer that would be an investment company as defined in section 3 of the Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that Act.

“Registered fund” means an investment company registered under the Investment Company Act.

“Reportable fund” means any registered investment company, i.e., mutual fund, for which our Firm, or a control affiliate, acts as investment adviser, as defined in section 2(a) (20) of the Investment Company Act, or principal underwriter.

“Reportable security” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in exchange traded funds (ETFs) and shares of other types of open-end registered mutual funds, unless ONEFUND or a control affiliate acts as the investment adviser or principal underwriter for the fund; (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless ONEFUND or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (vi) 529 Plans, unless ONEFUND or a control affiliate manages, distributes, markets or underwrites the 529 Plan or the investments (including a fund that is defined as a reportable fund under Rule 204A-1) and strategies underlying the 529 Plan that is a college savings plan.

“Supervised person” means any directors, officers and partners of ONEFUND (or other persons occupying a similar status or performing similar functions); employees of ONEFUND; and any other person who provides advice on behalf of ONEFUND and is subject to ONEFUND’s supervision and control.

Exhibit (p)(2)

3. Standards of Business Conduct

ONEFUND places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).

Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all ONEFUND access persons as defined herein. These procedures cover transactions in a reportable security in which an access person has a beneficial interest in or accounts over which the supervised person exercises control as well as transactions by members of the access person’s immediate family and/or household.

Section 206 of the Advisers Act makes it unlawful for ONEFUND or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.

Exhibit (p)(2)

4. Chief Compliance Officer’s Designee

Unless otherwise specifically noted, ONEFUND’s employees are expected to submit required reports to Compliance. Mr. Michael Willis serves as ONEFUND’s CCO. Mr. David Hunt serves as ONEFUND’s Compliance Officer and supports Mr. Willis in all aspects of ONEFUND’s compliance program.

Exhibit (p)(2)

5. Social Media

Introduction

Social media and/or methods of publishing opinions or commentary electronically is a dynamic method of mass communication. “Social media” is an umbrella term that encompasses various activities that integrate technology, social interaction and content creation. Social media may use many technologies, including, but not limited to, blogs, microblogs, wikis, photos and video sharing, podcasts, social networking, and virtual worlds. The terms “social media,” “social media sites,” “sites,” and “social networking sites” are used interchangeably herein.

The proliferation of such electronic means of communication presents new and ever- changing regulatory risks for our Firm. As a registered investment adviser, use of social media by our Firm and/or related persons of the Firm must comply with applicable provisions of the federal securities laws, including, but not limited to the anti-fraud, compliance and record keeping provisions.

For example, business or client related comments or posts made through social media may breach applicable privacy laws or be considered “advertising” under applicable regulations triggering content restrictions and special disclosure and recordkeeping requirements. Employees should be aware that the use of social media for personal purposes may also have implications for our Firm, particularly where the employee is identified as an officer, employee or representative of the firm. Accordingly, ONEFUND seeks to adopt reasonable policies and procedures to safeguard the Firm and our clients.

General Policy

Approved Participation. Employees are required to obtain approval prior to establishing a social networking account and/or participating on a pre-existing social media site for business purposes.

Employee Usage Guidelines, Content Standards and Monitoring

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Unless otherwise prohibited by federal or state laws, ONEFUND will request or require employees provide Compliance or other designated person with access to such approved social networking accounts for inclusion in archiving and surveillance.

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We maintain a database containing approved communications that may be used on social networking sites.

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Static content posted on social networking sites must be preapproved by Compliance.

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Employees are prohibited from:

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Posting any misleading statements; any information about our Firm’s clients, investment recommendations (including past specific recommendations), investment strategies, products and/or services offered by our firm; or trading activities;

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Soliciting comments or postings regarding ONEFUND that could be construed as testimonials;

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Soliciting client recommendations on LinkedIn; employees are prohibited from publicly posting a client’s recommendation to their LinkedIn profile;

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Employees cannot link from a personal blog or social networking site to ONEFUND’s internal or external website.

Exhibit (p)(2)

Use of Personal Sites

ONEFUND prohibits employees from creating or maintaining any individual blogs or network pages on behalf of the Firm.

Permissible Use of Social Media

At this time, ONEFUND employees with approval may use LinkedIn to post compliance approved content.

ONEFUND may also use Zoom or Skype for Business for communications within the firm and with clients and prospects as long as employee accounts are approved and registered within the archive tool.

Exhibit (p)(2)

6. Prohibition Against Insider Trading

Introduction

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and ONEFUND to stringent penalties. Criminal sanctions may include the imposition of a monetary fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order censuring, suspending or permanently barring you from the securities industry. Finally, supervised persons and ONEFUND may be sued by investors seeking to recover damages for insider trading violations.

The rules contained in this Code apply to securities trading and information handling by supervised persons of ONEFUND and their immediate family members.

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify Compliance immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by ONEFUND), while in the possession of material, nonpublic information, nor may any personnel of ONEFUND communicate material, nonpublic information to others in violation of the law.

1. What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to Compliance.

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.

The SEC’s position that the term “material nonpublic information” relates not only to issuers but also to ONEFUND’s securities recommendations and client securities holdings and transactions.

Exhibit (p)(2)

2. What is Nonpublic Information? Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the public through the Internet, a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

3. Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by ONEFUND (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

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Report the information and proposed trade immediately to Compliance.

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Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

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Do not communicate the information inside or outside the firm, other than to Compliance.

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After Compliance has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with Compliance before taking any action. This high degree of caution will protect you, our clients, and the firm.

4. Contacts with Public Companies

Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of ONEFUND or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, ONEFUND must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact Compliance immediately if you believe that you may have received material, nonpublic information.

5. Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of ONEFUND and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

Exhibit (p)(2)

6. Restricted/Watch Lists

Although ONEFUND does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.

Compliance may place certain securities on a “restricted list.” Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed without compliance approval. Securities issued by companies about which supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. Compliance shall take steps to immediately inform all supervised persons of the securities listed on the restricted list.

Compliance or the Investment Committee may place certain securities on a “watch list.” Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to Compliance and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance.

At the present time the Company publishes a monthly watch list of holdings in it’s managed portfolios. Personal transactions in these securities should be avoided, and require compliance approval prior to trading.

Exhibit (p)(2)

7. Interested Transactions

No supervised person shall recommend any securities transactions for a client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:

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any direct or indirect beneficial ownership of any securities of such issuer;

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any contemplated transaction by such person in such securities;

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any position with such issuer or its affiliates; and

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any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

Exhibit (p)(2)

8. Personal Securities Transactions

General Policy

ONEFUND has adopted the following principles governing personal investment activities by ONEFUND’s access persons:

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The interests of client accounts will at all times be placed first;

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All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and

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Access Persons must not take inappropriate advantage of their positions.

Pre-Clearance Required for Securities on ONEFUND’s Restricted or Watch List

No Access Person shall acquire beneficial ownership of any security that is listed on ONEFUND’s Restricted and Watch List for his or her account, as defined herein without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a client) and, if approved, may be subject to continuous monitoring for possible future conflicts.

Pre-Clearance Required for Participation in IPOs

No Access Person shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein without the prior written approval of Compliance who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.

Pre-Clearance Required for Private or Limited Offerings

No Access Person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of Compliance who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access person’s activities on behalf of a client) and, if approved, may be subject to continuous monitoring for possible future conflicts.

Exhibit (p)(2)

9. Pre-Clearance

ONEFUND has instituted a policy whereby supervised persons are prohibited from purchasing any reportable securities for a covered account unless pre-clearance for each such transaction is granted by the CCO or other compliance designee. Any questions whatsoever regarding this policy should be directed to Compliance. A supervised person is permitted, without obtaining pre-clearance, to purchase or sell any exempt (non- reportable) security.

A supervised person may, directly or indirectly, purchase or dispose of beneficial ownership of such reportable securities only if: (i) such purchase or sale has been approved by Compliance; (ii) the approved transaction is completed by the close of business on the following trading day such approval is granted (purchase or disposal of a non-publicly traded private security may receive permission for purchase or disposal up to 30 days in advance); and (iii) the designated supervisory person has not rescinded such approval prior to execution of the transaction. Post-approval is not permitted.

Clearance for such transactions must be obtained by completing and signing the Pre- clearance Form provided for that purpose by Compliance. Compliance reviews all reported transactions by all supervised persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front-running.

Advance trade clearance in no way waives or absolves any supervised person of the obligation to abide by the provisions, principles and objectives of this Code.

Exhibit (p)(2)

10. Compliance Procedures

Reporting Requirements

Every Access Person shall provide initial and annual holdings reports and quarterly transaction reports to the CCO which must contain the information described below:

1. Initial Holdings Report

Every Access Person shall, no later than ten (10) days after the person becomes an Access Person, file an initial holdings report containing the following information:

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The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each covered security in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person;

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The name of any broker, dealer or bank, account name, number and location with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person; and

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The date that the report is submitted by the access person.

Access Persons may satisfy the above reporting requirements by arranging for Compliance to receive duplicate brokerage statements. The information submitted must be current as of a date no more than forty-five (45) days before the person became an access person.

2. Annual Holdings Report

Every Access Person shall, no later than January 30 each year, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.

3. Quarterly Transaction Reports

Every Access Person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information:

With respect to any transaction during the quarter in a covered security in which the Access Persons had any direct or indirect beneficial ownership:

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The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security;

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

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The price of the covered security at which the transaction was effected;

Exhibit (p)(2)

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The name of the broker, dealer or bank with or through whom the transaction was effected; and

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The date the report is submitted by the access person.

While the quarterly transaction report is still required to be completed, the above reporting details do not have to be provided again, if the Access Person has already arranged for Compliance to receive duplicate brokerage statements.

4. Exempt Transactions

An access person need not submit a report with respect to:

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Transactions effected for, a covered security held in, any account over which the Access Person has no direct or indirect influence or control;

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Transactions effected pursuant to an automatic investment plan;

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A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that ONEFUND holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

5. Monitoring and Review of Personal Securities Transactions

The CCO or their designee will monitor and review all reports required under the Code for compliance with ONEFUND’s policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO may also initiate inquiries of access persons regarding personal securities trading. Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed by the Firm. Any transactions for any accounts of the CCO will be reviewed and approved by the President or other designated supervisory person. The CCO shall at least annually identify all Access Persons who are required to file reports pursuant to the Code and will inform such Access Persons of their reporting obligations.

6. Education As appropriate

ONEFUND will provide employees with periodic training regarding the Firm’s Code of Ethics and related issues to remind employees of their obligations, and amendments and regulatory changes.

7. General Sanction Guidelines

It should be emphasized that all required filings and reports under the Firm’s Code of Ethics shall be monitored by the Chief Compliance Officer or designee. The Chief Compliance Officer will receive and review report(s) of violations periodically. Violators may be subject to an initial written notification, while a repeat violator shall receive reprimands including administrative warnings, demotions, suspensions, a monetary fine, or dismissal of the person involved.

These are guidelines only, allowing ONEFUND to apply any appropriate sanction depending upon the circumstances, up to and including dismissal.

Exhibit (p)(2)

11. Protecting the Confidentiality of Client Information

Confidential Client Information

In the course of investment advisory activities of ONEFUND, the firm gains access to non- public information about its clients. Such information may include a person’s status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by ONEFUND to clients, and data or analyses derived from such non-public personal information (collectively referred to as ‘Confidential Client Information’). All Confidential Client Information, whether relating to ONEFUND’s current or former clients, is subject to the Code’s policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.

Non-Disclosure of Confidential Client Information

All information regarding ONEFUND’s clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm’s policy and the client’s direction. ONEFUND does not share Confidential Client Information with any third parties, except in the following circumstances:

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As necessary to provide service that the client requested or authorized, or to maintain and service the client’s account. ONEFUND will require that any financial intermediary, agent or other service provider utilized by ONEFUND (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by ONEFUND only for the performance of the specific service requested by the Firm;

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As required by regulatory authorities or law enforcement officials who have jurisdiction over ONEFUND, or as otherwise required by any applicable law. Unless prohibited by court order or other legal mandate, in the event ONEFUND is compelled to disclose Confidential Client Information, the Firm shall provide prompt notice to the clients affected so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, the Firm shall disclose only such information, and only in such detail, as is legally required;

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To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.

Employee Responsibilities

All supervised persons are prohibited, either during or after the termination of their employment with ONEFUND, from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver ONEFUND services to the client.

Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with ONEFUND, must return all such documents to the Firm.

Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.

Exhibit (p)(2)

Security of Confidential Personal Information

ONEFUND enforces the following policies and procedures to protect the security of Confidential Client Information:

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The firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide ONEFUND services to clients;

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Any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such person’s duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day;

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All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;

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Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.

As a registered investment adviser, ONEFUND and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the ‘nonpublic personal information’ of natural person clients. ‘Nonpublic information,’ under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally, identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Where required by law, a registered investment adviser, pursuant to Regulation S-P, must adopt policies and procedures to safeguard the information of natural person clients. ONEFUND has adopted policies and procedures to safeguard the information of natural person clients.

Enforcement and Review of Confidentiality and Privacy Policies

The CCO is responsible for reviewing, maintaining and enforcing ONEFUND’s confidentiality and privacy policies. They are also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exceptions to this policy require the written approval of ONEFUND.

Exhibit (p)(2)

12. Political Contributions

The SEC adopted the ‘Pay-to-Play Rule’ which imposes restrictions on political contributions made by investment advisers that seek to manage assets of state and local governments. The rule is intended to prevent undue influence through political contributions and places limits on the amounts of campaign contributions that the investment adviser and/or certain of its employees (‘covered associates’) can give to state and local officials or candidates that have the ability to award advisory contracts to the Firm.

The following terms apply to ONEFUND’s Political Contributions policy:

“Contribution” is defined as any gift, subscription, loan, advance, or deposit of money, or anything of value made for (i) the purpose of influencing any election for federal, state, or local office; (ii) the payment of debt incurred in connection with any such election; or (iii) transition or inaugural expenses incurred by a successful candidate for state or local office.

“Covered Associate” means (i) any general partner, managing member, executive officer of the Firm, or other individual with a similar status or function; (ii) any employee who solicits a government entity for the adviser and person who supervises, directly or indirectly, such employee; and (iii) any political action committee (“PAC”) controlled by the adviser or by any of its covered associates.

The rule contains three major prohibitions: (1) if the adviser or a covered associate makes a contribution to an official of a government entity who is in a position to influence the award of the government entity’s business, the adviser is prohibited from receiving compensation for providing advisory services to that government entity for two years thereafter (otherwise known as a ‘timeout” period); (2) an adviser and its “covered associates” are prohibited from engaging in a broad range of fundraising activities for Government Officials or political parties in the localities where the adviser is providing or seeking business from a Government Client; and (3) limits the ability of an adviser and its covered associates to compensate a third party (such as a placement agent) to solicit advisory business or an investment from a Government Client unless the third party is a registered broker-dealer, registered municipal adviser or registered investment adviser.

Importantly, the Rule specifically includes a blanket prohibition that restricts the adviser and its covered associates from doing “anything indirectly which, if done directly” would violate the Rule. This reflects the SEC’s concern about indirect payments and puts advisers on notice about the heightened regulatory focus that such practices will receive.

The Rule includes a de minimis exception applicable to the two-year timeout, that allows an adviser’s covered associate that is a natural person to contribute: (i) up to $350 to an official per election (with primary and general elections counting separately) if the covered associate was entitled to vote for the official at the time of the contribution; and (ii) up to $150 to an official per election (with primary and general elections counting separately) if the covered associate was not entitled to vote for the official at the time of the contribution.

Exhibit (p)(2)

General Policy

It is ONEFUND’s policy to permit the firm, and its covered associates, to make political contributions to elected officials, candidates and others, consistent with this policy and regulatory requirements.

ONEFUND recognizes that it is never appropriate to make or solicit political contributions, or provide gifts or entertainment for the purpose of improperly influencing the actions of public officials. Accordingly, our firm’s policy is to restrict certain political contributions made to government officials and candidates of state and state political subdivisions who can influence or have the authority for hiring an investment adviser.

Because violations of the Rule can potentially result in substantial legal and monetary sanctions for the Firm and/or its related persons, ONEFUND’s practice is to restrict, monitor and require prior approval of any political contributions to government officials.

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Compliance will determine who is deemed to be a “covered associate” of the firm, each such person will be promptly informed of his or her status as a covered associate;

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Compliance will obtain appropriate information from new employees (or employees promoted or otherwise transferred into positions) deemed to be covered associates, regarding any political contributions made within the preceding two years (from the date s/he becomes a covered associate) if such person will be soliciting municipal business;

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On an annual basis, Compliance will require covered associates to confirm that such person(s) have reported any and all political contributions.

Pre-Clearance Required by Covered Associates for Political Contributions

No covered associate shall make a political contribution without prior written approval of Compliance who has been provided with full details of the proposed contribution. Such information will be reported to the Compliance utilizing ONEFUND’s Political Contribution Pre-Approval Form; approval or denial of such request will also be documented on this Form.

Note that while the Pay-to-Play rule permits de minimis contributions to be made without triggering a timeout period, ONEFUND requires covered associates to obtain pre-clearance of such contributions to ensure that the Firm has complete and accurate records regarding political contributions made by its covered associates.

Exhibit (p)(2)

13. Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. ONEFUND has adopted the policies set forth below to guide supervised persons in this area.

General Policy

ONEFUND’s policy with respect to gifts and entertainment is as follows:

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Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest;

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Supervised persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving ONEFUND, or that others might reasonably believe would influence those decisions;

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Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;

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Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

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Any supervised person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of ONEFUND, including gifts and gratuities with value in excess of $100 per year must obtain consent from Compliance before accepting such gift.

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This reporting requirement does not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with ONEFUND.

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This gift reporting requirement is for the purpose of helping ONEFUND monitor the activities of its employees. However, the reporting of a gift does not relieve any supervised person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult Compliance.

Exhibit (p)(2)

14. Charitable Contributions

Making Charitable Contributions is a personal decision. However, in a business setting these may create an appearance of impropriety or may raise a potential conflict of interest. Access persons and all employees are prohibited from making charitable contributions to any customer of the Company. If a not-for-profit organization is brought on as a client, all individuals involved in the new business will be required to disclose any charitable contributions made to the organization over the preceding three years.

Exhibit (p)(2)

15. Rumor Mongering

Spreading false rumors to manipulate the market is illegal under U.S securities laws. Moreover, this type of activity is considered by regulators to be a highly detrimental form of market abuse damaging both investor confidence and companies constituting important components of the financial system. This form of market abuse is vigorously investigated and prosecuted. Although there may be legitimate reasons to discuss rumors under certain circumstances; for example, to attempt to explain observable fluctuations in the market or a particular issuer’s share price, the dissemination of false information in the market in order to capitalize on the effect of such dissemination for personal or client accounts is unethical and will not be tolerated. Firms are required to take special care to ensure that its personnel neither generate rumors nor pass on rumors to clients or other market participants in an irresponsible manner.

Even where a rumor turns out to be true, among other things, trading on unsubstantiated information also creates a risk that the firm may trade on inside information which was leaked in violation of the law.

General Policy

It is ONEFUND’s policy that unverified information be communicated responsibly, if at all, and in a manner which will not distort the market. No supervised person of ONEFUND shall originate a false or misleading rumor in any way, or pass-on an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.

Communications issued from ONEFUND should be professional at all times, avoiding sensational or exaggerated language. Factual statements which could reasonably be expected to impact the market should be carefully verified, if possible, before being issued in accordance with the procedures set forth below. Verification efforts should be documented in writing and maintained in the firm’s records.

These guidelines apply equally to written communications, including those issued via Bloomberg, instant messaging, email, chat rooms or included in published research notes, articles or newsletters, as well as to verbal communications. Statements which can reasonably be expected to impact the market include those purporting to contain factual, material or non-public information or information of a price-sensitive nature. The facts and circumstances surrounding the statement will dictate the likelihood of market impact.

For example, times of nervous or volatile markets increase both the opportunity for and the impact of rumors. If a supervised person is uncertain of the likely market impact of the dissemination of particular information, he/she should consult the Compliance or a member of senior management.

What is a Rumor? In the context of this policy, “rumor” means either a false or misleading statement which has been deliberately fabricated or a statement or other information purporting to be factual but which is unsubstantiated. A statement is not a rumor if it is clearly an expression of opinion, such as an analyst’s view of a company’s prospects. Rumors often originate from but are not limited to Internet blogs or bulletin boards among other sources.

When is a Rumor Unsubstantiated? In the context of this policy, a rumor is unsubstantiated when it is:

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not published by widely circulated public media, or

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the source is not identified in writing, and

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there has been no action or statement by a regulator, court or legal authority lending credence to the rumor, or

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there has been no acknowledgement or comment on the rumor from an official spokesperson or senior management of the issuer.

Exhibit (p)(2)

When May a Rumor Be Communicated? Rumors may be discussed legitimately within the confines of the firm, for example, within an Investment Committee Meeting, when appropriate, for example, to explain or speculate regarding observable market behavior.

A rumor may also be communicated externally, that is, with clients or other market participants such as a broker or other counterparty, only:

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as set forth in these procedures,

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when a legitimate business purpose exists for discussing the rumor,

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when a client is seeking an explanation for erratic share price movement or trading conditions of a security which could be explained by the rumor, or

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discussions among market participants seeking to explain market or trading conditions or one’s views regarding the validity of a rumor.

Form in Which Rumor Can Be Communicated Externally: Where a legitimate business purpose exists for discussing a rumor externally, care should be taken to ensure that the rumor is communicated in a manner that:

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provides the origin of the information (where possible);

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gives it no additional credibility or embellishment;

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makes clear that the information is a rumor; and

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makes clear that the information has not been verified.

Trading: Where a decision to place a trade in a client account is based principally on a rumor, the portfolio manager or trader must obtain the prior approval of a member of senior management.

Reporting & Monitoring: In order to ensure compliance with this policy, ONEFUND may seek to uncover the creation and/or dissemination of false or misleading rumors by supervised persons for the purpose of influencing the market price of the security through targeted monitoring of communications and/or trading activities. For example, the Chief Compliance Officer may proactively select and review random emails or conduct targeted word searches of emails, or Bloomberg/instant messages. He/she may also flag trading pattern anomalies or unusual price fluctuations and retrospectively review emails, phone calls, Bloomberg/instant messages, etc. where highly unusual and apparently fortuitous profit or loss avoidance is uncovered.

Supervised persons are required to report to the Chief Compliance Officer or a member of senior management when he/she has just cause to suspect that another supervised person of ONEFUND has deliberately fabricated and disseminated a false or misleading rumor or otherwise communicated an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.

Exhibit (p)(2)

16. Service as an Officer or Director

No Access Person shall serve on the board of directors of any publicly traded company without prior authorization by the CCO or a designated supervisory person based upon a determination that such board service would be consistent with the interest of ONEFUND’s clients. Where board service is approved, the Firm shall implement an information barrier or other appropriate procedure to isolate such person from making decisions relating to the company’s securities.

Exhibit (p)(2)

17. Outside Business Activities (OBA)

ONEFUND requires that all employees and other access persons disclose any outside business activity in writing before commencing such activity. This requirement covers the typical “for compensation” business arrangements such as owning/operating a business or working part-time for another Company. Charitable activities are generally not included in this requirement, unless the employee is being compensated for such activity.

While engaged in an OBA, you must not use the Firm’s name in any manner that could reasonably be misinterpreted to indicate a tie-in between the Firm and any outside business activity of the individual.

If there are changes over the year to the status of an employee’s outside business activity, affiliation or investment (i.e., that are changes to an existing activity, affiliation or investment or the employee ceases to engage in the activity or affiliation), the employee is required to notify their supervisor and the CCO or designee of such a change. The CCO or designee must review and approve or deny all outside business activity and affiliation requests.

The Company requires a written annual attestation from all employees regarding any outside business activities being conducted or any outside business affiliations. The purpose of this is to reaffirm that an existing activity or affiliation remains in place, to provide additional information if there have been any changes for that individual over the year that have not already been disclosed, or to denote that the employee does not engage in outside business activity or affiliations.

Exhibit (p)(2)

18. Service in Public Office

No Access Person or other employee shall be permitted to serve in Public Office.

Exhibit (p)(2)

19. Anti-Corruption Practices

Firms that engage in business activities outside of the United States may be subject to additional laws and regulations, including among others, the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”) and the U.K. Bribery Act 2010 (the “Bribery Act”). Both these laws make it illegal for U.S. citizens and companies, including their employees, directors, stockholders, agents and anyone acting on their behalf (regardless of whether they are U.S. citizens or companies), to bribe non-U.S. government officials. The Bribery Act is more expansive in that it criminalizes commercial bribery and public corruption, as well as the receipt of improper payments.

General Policy

Every employee has a responsibility for knowing and following the firm’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. Senior Management has overall supervisory responsibility for the firm.

Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts the firm and company personnel at risk. Therefore, while managers and Senior Management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to promptly report their concerns about potentially illegal conduct as well as violations of our company’s policies to a member of the firm’s Senior Management and/or the Chief Compliance Officer.

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Because of regulatory implications, employees are prohibited from providing anything of value to a foreign government official without first obtaining approval from a designated officer of the firm.

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Employees are prohibited from making any facilitation payments.

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Our HR policies ensure that no employee will suffer any adverse consequences for refusing to pay bribes—even if that may result in the loss of business.

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Employees should contact Compliance or other designee directly with any questions concerning the firm’s practices (particularly when there is an urgent need for advice on difficult situations in foreign jurisdictions).

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To facilitate internal reporting by firm employees, the firm has established open channels of communications to the firm’s compliance staff.

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Internal reports will be handled promptly and discretely, with the overall intent to maintain the anonymity of the individual making the report. When appropriate, investigations of such reports may be conducted by independent personnel.

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Employees are required to provide annual written certification of his/her commitment to abide by the firm’s anti-corruption policy through their certification regarding this Code of Ethics.

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Employees are required to promptly report to Compliance any incident or perceived incident of bribery; consistent with our firm’s Whistleblower reporting procedures; such reports will be investigated and handled promptly and discretely.

Violations of the firm’s anti-corruption policies may result in disciplinary actions up to and including termination of employment.

Exhibit (p)(2)

20. Whistleblower Policy

As articulated in this Code’s Statement of General Policy and Standards of Business Conduct, central to our firm’s compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Compliance Manual, and their consistent implementation by all supervised persons of ONEFUND evidence the Firm’s unwavering intent to place the interests of clients ahead of self-interest for ONEFUND, our management and staff.

Every employee has a responsibility for knowing and following the firm’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firm’s principal or a similarly designated officer, has overall supervisory responsibility for the firm.

Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts the Firm and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our company’s policies.

Reporting Potential Misconduct

To ensure consistent implementation of such practices, it is imperative that supervised persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a supervised person or other party) confidentially and without retaliation.

ONEFUND’s Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.

Supervised persons may report potential misconduct by submitting a ‘Report a Violation’ form available on the main web portal of NRS’ Compliance Guardian. By default, the report will be submitted anonymously unless the individual unchecks the box that indicates the sender wishes to remain anonymous. Reports of violations or suspected violations must be reported to Compliance or, provided Compliance also receives such reports, to other designated members of senior management. Supervised persons may report suspected improper activity by Compliance to the Firm’s other senior management.

Responsibility of the Whistleblower

A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of this Manual or the Firm’s Code of Ethics. A malicious allegation known to be false is considered a serious offense and will be subject to disciplinary action that may include termination of employment.

Exhibit (p)(2)

Handling of Reported Improper Activity

The Firm will take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.

In order to protect the confidentiality of the individual submitting such a report and to enable ONEFUND to conduct a comprehensive investigation of reported misconduct, supervised persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.

No Retaliation Policy

It is the Firm’s policy that no supervised person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A supervised person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A supervised person who believes s/he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or to the Firm’s other senior management in the event the concern pertains to the CCO.

Exhibit (p)(2)

21. Reporting Violations and Sanctions

All supervised persons shall promptly report to Compliance or, provided the CCO also receives such reports, to such other individual(s) designated in this Code of Ethics, all apparent or potential violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

Compliance shall promptly report to senior management all apparent material violations of the Code. When Compliance finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the Firm.

Exhibit (p)(2)

22. Records

The CCO shall maintain and cause to be maintained in a readily accessible place the following records:

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A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;

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A record of any violation of ONEFUND’s Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

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A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, an access person which shall be retained for five years after the individual ceases to be an access person of ONEFUND;

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A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;

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A list of all persons who are, or within the preceding five years have been, access persons;

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A record of any decision and reasons supporting such decision to approve an access persons’ acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Exhibit (p)(2)

23. Acknowledgement

Initial Acknowledgement - All supervised persons will be provided with a copy of the Code and must initially acknowledge in writing to compliance that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code.

Acknowledgement of Amendments

All supervised persons shall receive any amendments to the Code and must acknowledge to compliance in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.

Annual Acknowledgement

All supervised persons must annually acknowledge in writing to compliance that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.

Further Information

Supervised persons should contact Compliance regarding any inquiries pertaining to the Code or the policies established herein.

Exhibit (p)(2)

Code of Ethics

Annual Certification

ONEFUND, LLC

Pursuant to the requirements of ONEFUND, LLC Code of Ethics, the undersigned hereby certifies as follows:

1.	I have received a current copy of the ONEFUND Code of Ethics.

2.	I have read and understand the ONEFUND Code of Ethics.

3.	I agree to comply with the terms of the ONEFUND Code of Ethics.


Date


Print Name


Signature

Please return to the Chief Compliance Officer, or designee, prior to December 31, 2021.