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Exhibit (p)(23)

Portolan Capital Management, LLC

Code of Ethics

I. Background; general standards of conduct

Portolan requires all of its managers and officers (or other persons occupying a similar status or performing similar functions), and all of its Supervised Persons and Access Persons (collectively, “Covered Persons”) to act in an ethical manner regardless of their role or seniority in the organization. As a fiduciary, Portolan has a duty to act solely in the best interests of Clients and conflicts of interest must be resolved in the favor of Clients. In furtherance of its ethical obligations, Portolan has established and will maintain this Code of Ethics including the enforcement provisions set forth herein.

All Covered Persons are obligated to comply with this Code of Ethics as an essential part of their working relationship with Portolan and a failure to fulfill that obligation may result in termination of employment and other sanctions. As a part of fulfilling that obligation, all Covered Persons are required to comply with the Advisers Act and other applicable Securities Laws, including Rule 17j-1 under the Investment Company Act, which prohibit, for example, trading while in possession of material non-public information.

By way of example, Portolan expects each Covered Person to adhere to the following general principals of business conduct:

Avoid activities that could interfere with obligations Portolan owes to its Clients;

Maintain independence in the investment decision-making process; and

Never engage in any act, practice or course of business that could be considered fraudulent, deceptive or manipulative, including in respect of any current or prospective Client or Fund investor.

If you have any doubt as to the propriety of any activity, you should consult with the Compliance Team.

The Code of Ethics brings together a number of the key policies and procedures adopted by Portolan that relate to the principles of business conduct expected of all Covered Persons, and includes separate sections relating to violations and to definitions so that it is easier to read and understand. All capitalized terms not defined in the text of the substantive policies and procedures included in this Code of Ethics are defined below in the section of this Code of Ethics labeled “Definitions.”

The specific sections of this Code of Ethics are as follows:

Background; General Standards of Conduct Page 1

II.

Personal Securities Transactions Policy

Page 3

III.

Insider Trading Policy

Page 8

IV.

Gifts and Entertainment Policy

Page 13

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Political Contributions Policy

Page 15

VI.

Outside Business Activities

Page 18

VII.

Charitable Contributions

Page 19

VIII.

Whistle Blower Program

Page 20

IX.

Violations and Enforcement

Page 25

Training

Page 26

XI.

Acknowledgement

Page 27

XII.

Definitions

Page 28

Portolan will provide this Code of Ethics to an individual upon such individual becoming a Covered Person. Portolan will also distribute this Code of Ethics to all Covered Persons on an annual basis and will promptly distribute any change to the Code of Ethics to such Persons. Upon receiving this Code of Ethics (including any amendments), each Covered Person will acknowledge such receipt through execution of an acknowledgement of receipt in accordance with instructions provided by the Compliance Team.

In reliance on interpretive guidance of the SEC staff¹, this Code of Ethics does not apply to Non-Advisory Personnel of Portolan. “Non-Advisory Personnel” include officers, employees or Covered Persons of Portolan who are not involved, either directly or indirectly in Portolan’s investment advisory activities. Contractors and consultants may, in certain circumstances, be deemed to be Covered Persons.

This Code of Ethics is not intended to create, nor does it create, any contractual rights of any Covered Person related to employment or any rights of third parties. Covered Persons generally have other legal and contractual obligations to Portolan. This Code of Ethics is not intended to reduce or limit the other obligations that a Covered Person may have to Portolan.

This Background; General Standards of Conduct Policy was last updated as of January 30, 2015.

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II. personal securities transactions POLICY

BACKGROUND

Portolan recognizes the importance Covered Persons place on the ability to manage the financial resources of themselves and their dependents through long-term investment strategies. Additionally, due to the nature of its business, Portolan has implemented standards and limitations to ensure that it meets its duties as a fiduciary to Clients, and to resolve any conflicts of interest posed by Covered Persons’ personal securities transactions in favor of Clients. Every Covered Person has a duty to prioritize Client accounts over his/her own personal trading accounts and should be aware that his/her ability to engage in transactions in securities is restricted by this Personal Securities Transactions Policy and this Code of Ethics.

This Personal Securities Transactions Policy generally governs all securities trading and investment transactions effected in any Personal Trading Account. No transactions may be effected in any Personal Trading Account (except certain transactions in an Exempted Account) without the prior approval of the Compliance Team. Portolan reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct.

Portolan is required to collect information regarding the personal trading activities and holdings of each Covered Person. Each Covered Person must submit quarterly reports regarding all transactions effected by such Covered Person’s Personal Trading Accounts (including Exempt Accounts) with respect to all securities transactions and any Personal Trading Accounts opened during the applicable quarter, as well as annual reports regarding securities holdings and all existing Personal Trading Accounts.

PRE-APPROVAL REQUIRED; PROCESS

Prior to effecting any transaction in any Personal Trading Account, each Covered Person must request permission to enter the proposed transaction through the Compliance System according to instructions provided by the Compliance Team. This permission is required with respect to any transaction involving publicly traded securities, including open-ended mutual funds, approved ETFs or closed-end mutual funds. Transactions in money market funds and government securities, and transactions executed in exempted accounts for which an independent fiduciary has investment discretion and which is not subject to the control or influence of the supervised person, do not require pre-clearance. Permission to trade in personal accounts may only be requested between the hours of 10:00am and 3:30pm.

In general, the applicable Covered Person must provide the following with respect to each request:

The full details of the proposed transaction (buy, sell, short, quantity, security description);

A representation that he/she has no inside information or other knowledge pertaining to the proposed transaction that may constitute a violation of this Code of Ethics, applicable confidentiality agreements or Securities Laws;

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A representation that the proposed transaction is being undertaken with the intention of holding the applicable position for not less than 30 days;

A representation that, to the best of his/her knowledge, either (i) Portolan has no foreseeable interest in investing in the security for Clients or (ii) the proposed transaction is of a type and size that it cannot be expected to have any impact on the investment performance of any Client; and

If the transaction involves a “Limited Offering” or “IPO,” that the investment opportunity did not arise by virtue of any activities on behalf of a Client.

In certain cases, the Compliance Team may also require the applicable Covered Person to provide additional information before determining the response to a particular request.

As soon as practicable after receiving the information necessary or advisable to render a decision, the Compliance Team will provide permission or denial for the proposed transaction. In most cases, this decision will be communicated through the Compliance System. If pre-clearance is granted with respect to a proposed transaction other than a Limited Offering or IPO, the transaction may only occur during the trading day on which permission is provided (or, in the case of securities trading on markets that are closed at the time the permission is provided, on the next business day that such market is open for business). If the applicable Covered Person wishes to effect the proposed transaction on any other day or change/increase the quantity of the trade, she/he must again obtain permission from the Compliance Team in accordance with the preceding procedure.

The Compliance Team monitors the trading of Covered Persons to ensure that each Covered Person complies with the requirements of this Personal Securities Transactions Policy, and this Code of Ethics.

LIMITED OFFERINGS AND IPOS

No Covered Person may acquire or sell any beneficial ownership of any security issued in any Limited Offering or IPO without the prior approval of the Compliance Team (even where such beneficial ownership will be obtained through an Exempted Account). Covered Persons should note the following:

Any Covered Person that wishes to use an Exempted Account generally must either arrange by contract to have the intermediary that manages the account seek the Compliance Team’s pre-approval before effecting any transaction in an IPO or Limited Offering in the Exempted Account or must instruct the intermediary categorically to not effect any transactions in IPOs or Limited Offerings in the Exempted Account.

Since the offering of interests in Funds will be exempt from registration under the Securities Act, the offering of such interests would be considered a Limited Offering for purposes of this Code of Ethics. Therefore, Covered Persons will be required to

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obtain the specific consent of the Compliance Team prior to acquiring any interest in any Fund.

restricted Securities

Covered Persons are prohibited from trading in the securities of any company or issuer that has identified as a Restricted Security. Any Covered Person having questions about the Restricted Security or how it is updated should contact a member of the Compliance Team.

As discussed below, a Covered Person may hold Restricted List securities in an Exempted Account. In addition to that general exception, a Covered Person may seek authorization from the Compliance Team in accordance with the following exceptions to the Restricted List policy:

Upon receiving a denial with respect to a particular transaction, a Covered Person may request, and the Compliance Team in its sole discretion may grant or deny, for any reason, permission to trade in the securities of an issuer that is included on the Restricted List. In order to obtain such permission, the Covered Person will have to demonstrate in a written request submitted to the Compliance Team, that the Covered Person’s acquisition or trading in the Restricted List security or securities at issue will not result in a conflict of interest with, or otherwise be to the detriment of, Portolan or any Client. In considering a request for such permission, the Compliance Team will generally consider the totality of the circumstances, taking into particular account the impact that the requested transaction(s) would or could have on any Client. It is expected that such permission will be granted in very limited circumstances.

Holding PERIODS

No Covered Person may sell, or otherwise dispose of, any security in a Personal Trading Account within thirty (30) calendar days of the date that such security, or its equivalent, was acquired. (For example, if Covered Person A purchases ninety-nine (99) shares of Coca-Cola Co. stock on September 1, and then purchases one (1) additional share of Coca-Cola Co. stock on September 30, then Covered Person A may not sell any of his/her shares of Coca-Cola Co. stock until October 30.) Notwithstanding the foregoing, the Compliance Team, in its sole discretion, may grant exemptions to such thirty (30) calendar day holding period. The Compliance Team may, but shall not be obligated to, grant such exemptions for any reason including, but not limited to: (i) the purchase and sale of interests in registered investment companies (“mutual funds”), certain options, and exchange traded funds; (ii) sales of securities to minimize losses; and (iii) with respect to purchases and sales of securities by members of such Covered Person’s Immediate Family, who do not have access to research performed by Portolan, and where such securities are not held in accounts managed by Portolan.

blackout periods

Pre-approval of a personal securities transaction will not be granted (a) if the security is a Recently Traded Security; (b) while the relevant security is an Actively Considered Security; (c) within three

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business days (excluding NYSE holidays) of any, management call with research team member, earnings release and associated teleconference of the issuer of the relevant security; or (d) within three business days (excluding NYSE holidays) of any Covered Person discussing the relevant security with the Portfolio Manager or authoring a research note regarding the relevant security, regardless of whether such research note is issued with a specific recommendation (each such day, three-day or indefinite period, a “Blackout Period”).

The establishment of Blackout Periods is intended to allow Portolan to act in the best interests of Clients. The Compliance Team and Portfolio Manager will monitor pre-approval requests to ensure that no Covered Person changes the pattern of his/her research coverage in order to trade ahead of a Client account.

EXEMPTED ACCoUNTS

If a Covered Person’s account qualifies as an Exempted Account, certain transactions may be effected in the Exempted Account without pre-clearance from the Compliance Team, provided the conditions for qualifying an account as an Exempted Account set forth herein continue to be satisfied. In order for a Personal Trading Account to qualify as an Exempted Account under this Code of Ethics, a Covered Person must first obtain from their financial intermediary that manages the account a letter that: (a) describes the nature of the account; and (b) confirms the inability of the Covered Person to directly or indirectly influence or control any activity, trading or investing in the account. This letter must then be provided to, and approved by, the Compliance Team. The applicable Covered Person will also provide any other information and representations requested by the Compliance Team in order to qualify a Personal Trading Account as an Exempted Account. An annual certification through the Compliance System that there have been no changes to the status of the account is required to maintain the account’s status as an Exempted Account, and the applicable Covered Person will notify the Compliance Team (through the Compliance System) of any changes to the status of this account, and of the addition of other Exempted Accounts, at the time of each such change/addition.

quarterly transaction reports

Each quarter, each Covered Person must report all securities transactions made in his/her Personal Trading Account(s), as well as any new Personal Trading Account(s) that he/she has opened during the quarter that hold any securities. Reports regarding securities transactions and newly opened Personal Accounts must be submitted to the Compliance Team within 30 days of the end of each calendar quarter.

In order to fulfill this reporting requirement, each Covered Person must instruct his/her brokerage firm to provide Portolan with the applicable information through the Compliance System in an electronic format or, if the broker does not make electronic statements available, in paper format and confirm that the applicable information has been provided within 30 days after the end of each calendar quarter. If any Covered Person effects any transaction with respect to a Personal Trading Account that does not occur through a brokerage firm (e.g., purchase of an interest in a private investment fund), such transaction must be reported by the applicable Covered Person via the

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Compliance System (unless the Compliance Team has designated an alternative reporting method) within 30 days after the end of the calendar quarter in which the applicable transaction occurred.

initial and annual holdings reports

New Covered Persons must report all of their Securities holdings and Personal Trading Accounts not later than 10 days after becoming a Covered Person. The initial report must contain information that is current as of a date not more than 45 days prior to the date the person becomes a Covered Person.

In addition, all Covered Persons must provide the Compliance Team with a complete list of Securities holdings and Personal Trading Accounts on an annual basis, on or before February 1^st of each year. Each such annual report must be accurate as of December 31^st. In order to fulfill this reporting requirement, each Covered Person must instruct his/her brokerage firm to provide Portolan with the applicable information through the Compliance System in an electronic format reasonably determined by Portolan and confirm that the applicable information has been provided in accordance with this paragraph. Each Covered Person will provide, through the Compliance System (unless the Compliance Team has designated an alternative reporting method), any required information that is not provided by the applicable brokerage firm.

review of reports

The Compliance Team, or one or more other persons designated by the Compliance Team, will review each of the reports described above that is submitted by any Covered Person. Such review may focus upon determining whether transaction patterns indicate improper trading, such as:

Trading opposite of Client trades;

Front-running (i.e., trading ahead of) Client accounts; and/or

Investment performance that is consistently and materially better than the performance of one or more Clients.

Special Treatment from Broker/Dealers

Covered Persons may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker grants to accounts with similar characteristics.

VIOLATIONS OF THE personal securities transactions POLICY

Penalties for violation of the Personal Securities Transactions Policy may include, but are not limited to, (i) warning, (ii) disgorgement of profits resulting from the transaction(s) causing such violation(s) (with such profits being donated to a charitable or non-profit organization), (iii) personal trading suspension, or (iv) suspension or termination of employment with Portolan.

This Personal Securities Transactions Policy was last updated as of January 30, 2015.

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III. insider trading Policy

BACKGROUND

Portolan has adopted this Insider Trading Policy in an effort to prevent “insider trading” by its Covered Persons, in accordance with Section 204A of the Advisers Act. The federal securities laws do not define “insider trading.” However, in practice, “insider trading” generally refers to the impermissible use of “material, nonpublic information” (“MNPI”) in situations such as the following:

Trading by an “insider” (e.g., a Covered Person) while in possession of MNPI about the company (e.g., knowledge of an expected significant investment in the company that has not been publicly disclosed); or

Trading by a “non-insider” while in possession of MNPI, where: (i) an insider disclosed the MNPI to the non-insider in violation of the insider’s duty to keep it confidential; or (ii) the non-insider misappropriated the MNPI (e.g., through electronic theft).

The discussion below outlines the elements of insider trading. Penalties for insider trading can be severe for both the persons involved and their employers (e.g., imprisonment, termination of employment and/or fines).

Since “insider trading” is not a defined term with a specific meaning, and the scope of prohibitions on insider trading change from time to time (particularly when courts and the SEC render new decisions in insider trading cases), it can sometimes be difficult to determine if a given action would constitute a violation of the insider trading laws.

Covered Persons with questions about how to apply this policy in a given situation should consult the Compliance Team and, in turn, the Compliance Team may consult with counsel in determining how this Insider Trading Policy might apply in that situation.

This Insider Trading Policy applies to certain situations that are also addressed by other Portolan policies. Therefore, this Policy should be read together with all of Portolan’s policies, including policies that apply to trading in securities, such as Portolan’s Personal Securities Transactions Policy.

WHAT IS INSIDER TRADING?

In general, “insider trading” refers to buying or selling a security while the buyer or seller possesses MNPI about the issuer of the security (or the market for the security). In most cases, insider trading violations involve publicly traded stock of corporations. However, trading in options on common stock or, in certain circumstances, other derivative securities such as contracts, options or swaps with respect to commodities, could constitute an insider trading violation.

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Examples of insider trading might involve:

An investment firm causing an investment fund that it manages to buy a company’s stock when a firm employee possesses MNPI about the company (e.g., knowledge that an unrelated third party is about to make a tender offer for the stock);

An employee buying (or selling) a company’s stock for his/her personal account while in possession of MNPI that the employee learned while performing his/her employment duties;

A person trading based upon MNPI related to the market for the security (instead of the security itself); for example, a person could be liable for trading based upon a forthcoming newspaper column that is expected to affect the market price of a security; or

A person trading while in possession of MNPI that is subject to a non-disclosure obligation, such as information disclosed in an attorney-client or doctor-patient relationship.

As noted above, insider trading liability can arise while the applicable person or organization trades while in possession of MNPI (i.e., even if, in fact, trading did not occur based upon the MNPI). In an organization such as Portolan, where access to investment-related information is generally not restricted to certain employees, the entire organization (and each of its Covered Persons) may be presumed to be in possession of MNPI, although the MNPI is known only to certain Covered Persons. As a result, Portolan (and its Covered Persons) may be prohibited from entering into planned transactions under the insider trading laws where only a single Covered Person possesses MNPI. This presumption may be rebutted through the use of “information barriers” limiting access to MNPI to Covered Persons that have a need to know the applicable information (thereby allowing Covered Persons without such access to continue transacting in the applicable securities without being “tainted” with the possession of MNPI). However, it may not be practical (or possible) for Portolan to establish information barriers each time any Covered Person comes into possession of MNPI. Therefore, to the extent possible, before receiving information that may be MNPI, each Covered Person must follow the procedures set forth below under “Pre-Authorization Before Receiving MNPI.”

WHAT IS MATERIAL INFORMATION?

Determining whether information is “material” for insider trading purposes is a fact specific analysis. In general, information is considered “material” if it is likely that a reasonable investor would consider it important in making his or her investment decision. As a practical matter, regulators investigating possible insider trading violations generally determine materiality after the applicable trading has occurred (i.e., with the benefit of hindsight). Given this context, unless otherwise determined by the CCO, Portolan considers all non-public information regarding securities or markets as “material,” absent evidence to the contrary.

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For example, material information may include knowledge about substantial buy and sell decisions for Portolan’s Clients. For example, if a Covered Person knows that a Fund is about to sell a significant block of securities, that Covered Person possesses MNPI as to those securities and should not expect to receive approval to sell those securities for his/her personal account until after the Fund’s sales have occurred.

WHAT IS NON-PUBLIC INFORMATION?

Information is non-public until it has been effectively disclosed to the marketplace (as shown by objective facts evidencing the disclosure). For example, information in public SEC filings or an Associated Press release over the web, or disclosed by other means reasonably designed to provide broad public access, would be considered publicly disclosed. However, even after such a disclosure has been made, before a person can trade, there also must be adequate time for the market to digest the disclosed information. For purposes of this Insider Trading Policy, unless otherwise determined by the Compliance Team (who may shorten or extend the applicable period as appropriate), information will be considered “publicly disclosed” upon the close of the trading on the second full trading day following the public release of the information. If there is any question as to whether certain information has been sufficiently “publicly disclosed,” please contact the Compliance Team.

Procedures with respect to mnpi

If at any time any Covered Person believes he or she may be in possession of MNPI, or has related questions, he or she should act in accordance with each of the following procedures:

 Immediately inform the Compliance Team that such Covered Person may be in possession of MNPI.

 Do not enter into transactions involving the applicable securities (e.g., purchases, sales, or derivative transactions of any kind) on behalf of himself/herself or others, including the Funds or other Clients.

 Do not communicate the information inside or outside Portolan, other than to the Compliance Team.

 Exercise care so that the information is secure. For example, paper files containing the information should be sealed and access to computer files containing the information should be restricted.

After the Compliance Team has reviewed the issue, the Compliance Team will instruct the applicable Covered Person(s) as to how to proceed (e.g., to continue acting in accordance with the preceding procedures or to proceed with transactions based upon the information). Such review and instructions may be carried-out and communicated through the Compliance System.

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PRE-AUTHORIZATION BEFORE RECEIVING mnpi

Before providing MNPI, brokers and other third parties will often ask Covered Persons if they wish to receive the MNPI that is available (which may be conditioned on signing a confidentiality or non-disclosure agreement). Receiving MNPI in this context is sometimes referred to as being “brought over the wall.” Before any Covered Person agrees to receive MNPI or signs such a confidentiality or non-disclosure agreement, he or she must request authorization to receive the MNPI from the Compliance Team. It may, or may not, be in the best interests of Portolan’s Clients for any Covered Person to receive MNPI in a given instance, particularly where receipt of the MNPI could preclude Clients from trading in a given security (including, for example, to cover a short position).

PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating MNPI can be severe, both for the people involved and their employers. In addition to any sanctions that Portolan might impose (including termination of employment), a person can be imprisoned, fined or forced to forfeit profits (even if he or she does not personally benefit from the violation). Employers can be subject to severe fines and other penalties.

This Insider Trading Policy was last updated as of January 30, 2015.

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IV. gifts and entertainment POLICY

Background

Giving or receiving gifts and gratuities in a business setting may give rise to the appearance of impropriety or raise potential conflicts of interest. The purpose of this Gifts and Entertainment Policy is to clearly set forth the internal principles established by Portolan regarding the giving or receiving of gifts and gratuities. Portolan’s objectives are (1) to comply with applicable law and (2) to avoid the appearance of impropriety and conflicts of interest in connection with the giving or receiving of gifts and gratuities. Covered Persons are also reminded that Portolan’s Policy on Political Contributions may apply to gifts, donations and entertainment involving or in any way relating to certain Local Governmental Entities and Officials, and it should also be read carefully.

Policy

As a general rule, while each Covered Person may give or receive nominal gifts or occasional, normal and customary meals and/or business entertainment, such gifts and entertainment shall not be significant or inappropriate in order to ensure that such gifts and entertainment do not give the appearance of being designed to influence the third party having business dealings with Portolan, such as investors, clients, brokers, vendors, clients, portfolio company personnel, etc. For purposes of this Gifts and Entertainment Policy, “nominal” shall mean gifts having a value less than $100.

While “significant” or “inappropriate” may be difficult to define, Covered Persons should not give or receive gifts and should refrain from participating in entertainment that is so excessive, frequent or extensive as to raise any question of impropriety. Ultimately, gifts or entertainment must have a clear business benefit to Portolan, and are not acceptable if an independent third party might think that the Covered Person would be influenced in conducting business.

Additionally, the use of Portolan’s name is prohibited when making personal charitable donations or contributions. Further, any charitable donation or contributions to be made on behalf of Portolan must be pre-cleared by the Compliance Team.

procedures

Covered Persons’ Receipt of Gifts: Covered Persons may accept gifts of nominal value (i.e. not in excess of a face value of $100 per third party, per year). Covered Persons may also accept purely personal gifts (not business) that are paid for by the giver (not the giver’s employer) and are between close friends or family members (e.g., gifts that are related to commonly recognized personal events, such as births, promotion, wedding or retirement). Other gifts, including $ amount discounts or % off are not acceptable, and any questions should be addressed with the Compliance Team prior to accepting a gift. Covered Persons must promptly report the receipt of any gift with a face value of over $20, and are encouraged to report receipt of all gifts.

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Covered Persons’ Receipt of Business Meals and Entertainment: Covered Persons may accept only reasonable business meals and entertainment. Questions as to reasonableness should be addressed with the Compliance Team (and, in certain circumstances, Covered Persons may pay for all or a portion of an event with the consent of the Compliance Team so that the total benefit received by the Covered Person remains “reasonable”). The following are some guidelines regarding acceptable business meals and entertainment:

 normal, customary and occasional business meals or entertainment where the person providing the entertainment is present (a good test is whether Portolan would consider such an expense reasonable, if not paid for by a third party, and a good rule of thumb is whether a Covered Person can eat, drink or enjoy the entertainment as part of a single meeting);

 business meals and entertainment should not exceed $100 per Covered Person, per event, subject to an annual maximum amount of $500 per third party (and the cost of local transportation does not count towards the limit, provided that the mode of transportation is reasonable); and

 entertainment, such as tickets to sporting events, golf fees, or ski lift tickets, will be evaluated based on the published ticket price (again, in all cases both the giver and the recipient must be present).

If the estimated cost of the meal, event, etc. is expected to be greater than $100, the Covered Person must request pre-approval to attend the event. If the estimated cost is expected to be greater than $75 but less than $100, the Covered Person must report his/her attendance at the event promptly upon returning to the office. Covered Persons are encouraged to report all receipt of business meals and entertainment.

Investor Conferences, Seminars, Training & Broker, Education or Vendor Sponsored Events. Portolan may from time to time send Covered Persons to industry or trade association meetings, educational seminars or training or other events (each an “Event”) sponsored by a third party having business dealings with Portolan, such as an investor or vendor. Any travel and lodging related to the Event should be paid for by Portolan, subject to Portolan’s travel and expenses policies and procedures. Reasonable meals and entertainment may be paid for by the sponsor of the Event; provided that the meals occur during the Event and are hosted by the sponsor of the Event. A good test is whether Portolan would consider such an expense reasonable, if not paid for by a third party. Other meals and entertainment are governed by the provisions above.

Spouses and Guests. Covered Persons are expected to pay for any additional expenses related to such Covered Person’s spouse or guests.

Business Gifts, Meals or Entertainment Provided by Portolan for Third Parties. The same guidelines for gifts and meetings/Events set forth above, apply to gifts, entertainment, seminars and meetings/Events given or hosted by Portolan for third parties (provided that exceptions may be made for special Portolan-sponsored events with the express prior approval of the Compliance Team);

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provided, however, that, as noted above, Covered Persons must also refer to Portolan’s Political Contributions Policy.

Approval and Reporting Procedures. Covered Persons must consult with the Compliance Team if there is any question as to whether gifts or entertainment need to be pre-cleared and/or reported in connection with this Gifts and Entertainment Policy. Covered Persons should report their gifts and entertainment via the Compliance System.

Monitoring. The Compliance Team may request information about any gift, entertainment or Event, which Covered Persons shall promptly provide.

This Gifts and Entertainment Policy was last updated as of January 30, 2015.

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V. POLITICAL CONTRIBUTIONS POLICY

background

Portolan understands that certain of its Covered Persons may, from time to time, engage in political, civil and/or charitable endeavors. Portolan supports its Covered Persons’ right to engage in such endeavors and views such as private and personal in nature. There are, however, certain federal, state, local and foreign laws, rules, regulations, policies and best practices that apply to the giving of gifts and the making of political contributions to (and the solicitation of the same on behalf of) governmental and/or political officials (the “Applicable Rules”), including, but not limited to:

most states have laws that limit how much can be contributed to any particular political candidate and who can make contributions;

many states also have laws or policies that limit or prohibit political contributions by companies (and their employees) that have contracts with the state, including contracts for investment advisory services;

the investment committees and other governing bodies of many government pension plans have adopted internal policies and procedures regarding political contributions by fund managers and their employees; and

Portolan is regulated by the SEC, which has adopted rules that limit an adviser’s ability to receive management fees or other compensation from government pension plan investors that are controlled or influenced by public officials to whom that manager’s employees have made political contributions.

Employees must also refer to Portolan’s Gifts and Entertainment Policy for additional policies and procedures related to certain types of Payments.

PURPOSE

The purpose of the Political Contributions Policy is to clearly set forth the internal policies established by Portolan regarding political contributions made within the United States by Portolan and each of its Covered Persons. Portolan’s objectives are (1) to comply with Rule 206(4)-5 (and avoid political contributions that could result in any restrictions or limitations on Portolan’s ability to solicit public pension plans) and other applicable provisions of the Advisers Act, (2) to comply with the other Applicable Rules and (3) to promote transparent and fair dealings with all of the Portolan’s Clients and the Funds’ investors, and to avoid the appearance of impropriety in connection with political contributions.

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Policy and procedures

Restrictions on Political Contributions.

In order to ensure Portolan’s strict compliance with the Applicable Rules, no Employee (including members of his or her Immediate Family and any political action committee that he or she controls) shall, without the prior approval of Portolan’s Compliance Team:

1. offer or make Payments of any kind directly or indirectly to, or to anyone affiliated in any way with, Clients, the Funds’ investors or prospective clients or investors.

2. make a Contribution to an Official of a Local Government Entity. (It is anticipated that the Compliance Team will generally approve a Contribution to an Official of a Local Government Entity (other than any candidate running for governor or state treasurer, or any current governor or treasurer who may be running for some other political office) not in excess of (i) $350 per Official per election or (ii) $150 per Official per election if the Covered Person is not entitled to vote at the time of the Contribution.)

3. provide or agree to provide, directly or indirectly, Payment to any person to solicit a Local Government Entity for advisory services on behalf of Portolan.

4. coordinate, or solicit any person or political action committee to make, any (a) Contribution to an Official of a Local Government Entity or (b) Payment to a political party of a State or locality.

5. make any Payment to a political action committee, political party or any other person to the extent that such Covered Person has reason to believe that such Payment will be used by such political action committee, political party or other person in a manner that would be an impermissible Contribution to one or more Officials under Section 2 above if made directly by such Covered Person to such Official(s), or otherwise do anything indirectly which, if done directly, would result in a violation of Sections 2, 3 or 4 above.

6. use Portolan’s name, facilities or property in connection with any of the activities described above.

Subject to applicable election laws, Contributions may be made to candidates, parties and committees for U.S. federal offices (e.g., President, Congress and Senate), provided that none of the recipients of such Contributions is an Official of a Local Government Entity.

As a general rule, Portolan does not, and does not intend to, make Payments or Contributions. If Portolan were to make a Payment or Contribution, such Payment or Contribution would need to (i) comply with the Applicable Rules and all other all applicable laws and (ii) be pre-approved by Portolan’s Compliance Team.

Monitoring. The Compliance Team will monitor this Political Contributions Policy and maintain records of all Contributions. In addition, the Compliance Team may request information about any

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gift, entertainment or Event (as defined in Portolan’s Gift and Entertainment Policy), which Covered Persons shall promptly provide. Covered Persons who violate this Political Contributions Policy may be subject to sanctions, including, but not limited to, suspension or fine.

This Political Contributions Policy was last updated as of January 30, 2015.

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VI. outside business activities

Portolan discourages its Covered Persons from holding a second job, but outside employment may be allowed in some cases. Portolan does not allow a Covered Person to engage in outside work that (a) interferes with his/her responsibilities at Portolan; (b) adversely affects the quality of his/her work for Portolan; (c) competes with Portolan; (d) requires the use of Portolan’s resources or facilities; (e) affirms or implies that Portolan endorses or sponsors the outside interest; (f) could damage Portolan’s reputation; or (g) creates an actual or potential conflict of interest.

Covered Persons must obtain prior written authorization from the Compliance Team before accepting outside employment. Compensation received outside of Portolan employment must be reported annually, including compensation for serving as a director of another company. In the scope of external employment, Covered Persons may not discuss Portolan business, such as the identity of Clients or holdings of Clients.

In cases where Covered Persons volunteer, the use of Portolan’s name cannot be used in any way as to create the appearance that Portolan supports the charity or organization. Use of Portolan’s name for any charity or volunteer work must first be approved by the Compliance Team.

This Outside Business Activities Policy was last updated as of January 30, 2015.

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VII. CHARITABLE CONTRIBUTIONS

Covered Persons may not use Portolan’s name in connection with personal charitable contributions. Covered Persons may not make charitable contributions on behalf of Portolan without prior approval of the Compliance Team.

This Charitable Contributions Policy was last updated as of January 30, 2015.

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VIII.Whistle Blower Program

Background

Section 922 of the Dodd-Frank Act established a whistleblower program at the SEC that offers rewards to all qualified “whistleblowers” who voluntarily provide original information to the SEC that leads to the successful enforcement of an action or related action in any judicial or administrative action brought by the SEC under the federal securities laws that results in monetary sanctions of more than $1 million. The whistleblower is entitled to between 10% and 30% of collected monetary sanctions. The Dodd-Frank Act also expanded existing protections for whistleblowers by providing to whistleblowers who report to the SEC a private right of action against employers that retaliate against the employee. The private right of action provides for double back-pay (plus reinstatement, attorneys’ fees, litigation costs, and expert witness fees) and a statute of limitations of 6 years from the date of the violation or 3 years after employee should reasonably have known of the violation. The Dodd-Frank Act also prohibits any form of retaliation by an employer against a whistleblower because of any lawful act done by the whistleblower in providing information to the SEC in accordance with the statute.

In May 2011, the SEC adopted final rules implementing its whistleblower program. Although the new whistleblower statutory provisions and related rules have been adopted under the Securities Exchange Act of 1934, the whistleblower rules apply broadly to all possible federal securities laws violations.

Whistleblower Reward Program. The SEC’s whistleblower rules provide several important definitions that underscore the scope of the rules.

Whistleblower: An individual who, alone or jointly with others, provides the SEC with “original information” relating to a possible violation of the federal securities laws that has occurred, is ongoing, or is about to occur.

Certain individuals generally are excluded from being whistleblowers. For example, individuals with an existing legal or contractual duty to report information to the SEC are excluded as are persons who receive information through a communication subject to the attorney-client privilege, if the information was obtained in connection with the legal representation of a client, or if the information was obtained by someone because they are an officer, director, trustee, or partner of a company and another person informed them of allegations of misconduct, or they learned the information in connection with the entity’s processes for identifying, reporting, and addressing possible violations of law. However, if a company fails to disclose the information to the SEC within 120 days or acts in bad faith, compliance personnel can become whistleblowers. In addition, individuals who are criminally convicted in connection with the misconduct or with obtaining the information will not be eligible for an award, thereby preventing wrongdoers from benefiting by blowing the whistle on themselves.

Original Information: In order to be a whistleblower the information must be based on the whistleblower’s independent knowledge or independent analysis, and must not be already known to

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SEC from another source. Original information includes only that information that is provided to the SEC (or to another regulator or Congress and ultimately provided to the SEC).

A whistleblower is not required to report possible violations of law through an internal compliance process as a condition of eligibility for an award. However, if the individual offers information to a company and within 120 days provides the same information to the SEC, that whistleblower will be deemed to have reported such information to the SEC on the date on which it was reported to the company. The result is the information will still be considered “original.”

The SEC’s whistleblower rules also provide factors that may increase or decrease the amount of a whistleblower’s award:

Increasing Factors:

 Significance of information provided;

 Degree of assistance provided;

 Programmatic interest of SEC in deterring securities law violations; and

 Whether the whistleblower participated in internal compliance systems and reported any possible violation internally, or assisted in any internal investigation;

Decreasing Factors:

 Personal culpability of whistleblower;

 An unreasonable delay in reporting; and

 Whether whistleblower interfered with internal compliance and reporting systems;

Anti-Retaliation Protections. The SEC’s rules prohibit any person from taking any action to impede an individual from communicating directly with the SEC staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement with respect to such communications. In addition, the SEC’s rules authorize the SEC staff to communicate directly with whistleblowers who are directors, officers, members, agents, or employees of a company even if the individual has counsel, without first seeking consent of the company’s counsel.

As a result of the SEC’s whistleblower reward and retaliation program, investment advisers have a strong risk-mitigating incentive to quickly investigate reports of potential federal securities laws violations while also ensuring compliance with the anti-retaliation protections (which apply irrespective of whether the whistleblower is entitled to an award).

Policy and Procedures

Portolan’s Code of Ethics requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

Furthermore, Portolan is committed to achieving compliance with all applicable Securities Laws, accounting standards, accounting controls and audit practices. Any employee of Portolan may submit a good faith complaint regarding violations of the Advisers Act, accounting or auditing matters or any other applicable law to the management of Portolan without fear of dismissal or

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retaliation of any kind for making the good faith complaint. Portolan is committed to fostering a workplace conducive to the open communication of any concerns regarding unethical, fraudulent or illegal activities. Feedback from employees on matters related to their employment or Portolan’s operations including its financial statements, accounting, internal accounting controls or auditing matters is greatly appreciated and helps build a stronger organization.

Some of the policies and procedures below address:

The submission, receipt, retention and treatment of concerns regarding questionable accounting, internal controls, auditing matters, disclosure or fraudulent business practices as well as any violations of the Advisers Act.

Protection from retaliation when reporting legitimate concerns and guidance for providing a means to make reports in a confidential and anonymous manner.

Reporting Responsibility. Each director, officer and employee of Portolan has an obligation to report: (a) questionable or improper accounting, internal controls, auditing matters, disclosure, or fraudulent business practices and (b) violations and suspected violations of the Advisers Act or other Securities Laws (hereinafter, collectively referred to as “Concerns”).

No Retaliation. This policy is intended to encourage and enable directors, officers and employees to raise Concerns within Portolan for investigation and appropriate action. With this goal in mind, no director, officer, or employee who, in good faith, reports a Concern shall be subject to retaliation or adverse employment consequences.

Reporting Concerns: Employees should first discuss their Concern with their immediate supervisor, if reasonably possible, or directly to the CCO.

Handling of Reported Violations: CCO. Portolan’s CCO is responsible for investigating and ensuring resolution of all reported Concerns. The CCO may delegate, either to an officer of Portolan or appropriate outside professional advisors, the actual conduct of the investigation into the Concern, subject to his overall supervision. The CCO (or other person conducting the investigation) has the authority to utilize all resources reasonably available to him to assist in such investigation. With the approval of the CCO, outside legal, accounting and other professional advisors or consultants may also be used in connection with any such investigation.

After completion of his review and investigation, the CCO will report the findings of the review and investigation, including any recommendations or determinations, to Managing Director except for those relating to Concerns or complaints regarding corporate accounting practices, internal controls or auditing. Upon receipt of such report, the Managing Director may, among other things, determine that corrective action is appropriate, that further review is required or that the reported Concern is not founded.

Accounting, Internal Control, and Auditing Matters. The CFO shall address all reported Concerns or complaints regarding accounting practices, internal controls or auditing.

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All reports will be promptly investigated and appropriate corrective action will be recommended to the Managing Director, if warranted by the investigation.

The CCO has the authority to retain outside legal counsel, accountants, private investigators or any other resource deemed necessary to conduct a full and complete investigation of the allegations.

Acting in Good Faith. Anyone reporting a Concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper or fraudulent practice, or a violation of the Advisers Act or other Securities Laws.

Confidentiality. Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Disclosure of reports of Concerns to individuals not involved in the investigation will be viewed as a serious disciplinary offense.

Compliance and Disciplinary Action. Portolan may take disciplinary action against any officer or employee who willfully violates or circumvents this policy, or in other appropriate circumstances.

Disciplinary action may be taken against:

Any officer or employee who directs, authorizes or participates (directly or indirectly) in conduct that violates this policy;

Any officer or employee who knowingly fails to report suspected improper activity as described in this policy:

Any officer or employee who knowingly fails to report a violation or knowingly withholds relevant and material information concerning a violation or this policy;

A violator’s supervisor(s), to the extent that the circumstances of the violation reflect inadequate supervision or a lack of diligence; or

Any officer or employee who attempts to retaliate, directly or indirectly, or encourages others to do so, against anyone who reports a Concern or a violation of this policy or a suspected improper activity.

Disciplinary action may include reprimand, demotion, suspension, termination, referral for criminal prosecution, and reimbursement to Portolan or the government for any losses or damages.

This Document is Not a Contract. This policy does not constitute a contract of any kind, nor does it limit Portolan’s right to take disciplinary action in other circumstances. Employment at Portolan is “at will” and may be terminated at any time by Portolan or the employee, with or without any previous notice, unless a formal written agreement between Portolan and the employee provides otherwise.

Reporting and Retention of Complaints and Investigations. The CCO will periodically report to the Managing Director on the status of all pending reported Concerns.

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The CCO will maintain all documentation with respect to reported Concerns and the investigation thereof for a minimum of five years from the end of the fiscal year during which the record or the last entry on the record was made, the first two years in an appropriate office of Portolan or as otherwise appropriate.]

This Whistle Blower Policy was adopted as of January 30, 2015.

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IX. Training

Portolan will conduct annual employee training meetings for all personnel regarding the Firm’s Code of Ethics Policies. Such training will review applicable laws, new or upcoming regulations and recent trends and their relation to Portolan’s business. Attendance at these meetings is mandatory for all personnel and session and attendance records will be retained for a five-year period.

x. Violations and enforcement

Any violation of any of the Policies included in this Code of Ethics can be expected to result in serious sanctions by Portolan, including dismissal of the person(s) involved, in addition to any sanctions imposed by law. Such sanctions by Portolan may include, without limitation, requiring that personal trades be reversed, requiring the disgorgement of profits or gifts, issuing a letter of caution or warning, suspending personal trading rights, imposing a fine, suspending employment (with or without compensation), making a civil referral to the SEC, making a criminal referral, terminating employment for cause, and/or any combination of the foregoing. No person shall participate in a determination of whether he or she has committed a violation of this Code of Ethics or in the imposition of any sanction against himself or herself.

Any Covered Person aware of a violation or a potential violation of this Code of Ethics, of other policies of Portolan or of Securities Laws or other laws pertaining to Portolan and its business should promptly contact the Compliance Team. If a Covered Person does not receive a reasonably prompt and satisfactory response from the Compliance Team (or if a Covered Person is reporting a violation or suspected violation effected by the Compliance Team), such Covered Person must report the violation or suspected violation to George McCabe.

Last updated as of January 30, 2015.

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X. ACKNOWLEDGEMENT

It is important that each Covered Person support Portolan’s values and business practices by understanding and adhering to this Code of Ethics. Portolan will provide a copy of this Code of Ethics, along with any amendments hereto, to all Covered Persons subject to this Code of Ethics. Each Covered Person shall be required to acknowledge annually that such Covered Person (1) has received, read and understands the Code of Ethics, (2) has adhered to the Code of Ethics during the calendar year just ended, (3) agrees to continue to adhere to the Code of Ethics and (4) has promptly disclosed, reported or caused to be reported to the CCO any and all violations or suspected violations (by such Covered Person or any other person) of the Code of Ethics that were known to such Covered Person and will promptly so disclose, report, or cause to be reported to the CCO any and all such violations or suspected violations in the future.

Last updated as of January 30, 2015.

I acknowledge that I have read and understand Code of Ethics.



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