Exhibit (p)(16)

Code of Ethics

AlphaParity LLC

For Internal Use Only

Code of Ethics

Table of Contents

I.	INTRODUCTION AND STANDARDS OF CONDUCT		4
	A.	General	4
	B.	Standards of Business Conduct	4
	C.	Scope of Code of Ethics – Who Must Comply	5
	D.	Penalties for Violating the Code of Ethics	5
	E.	Duties Toward the Company - Conflicts of Interest	6
	F.	Grants and Gifts	6
	G.	Borrowing Money from Suppliers or Clients	7
II.	PREVENTION OF INSIDER TRADING, PERSONAL SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES		8
	A.	Insider Trading	8
	B.	Personal Securities Transactions	14
	C.	Review of Personal Securities Reports	21
	D.	Outside Business Activities and Private Investments of Employees	21
III.	DESCRIPTION OF CODE OF ETHICS IN PART II OF FORM ADV		23
IV.	REPORTING VIOLATIONS		23
	A.	Obligations	23
	B.	Confidentiality	23
	C.	Retaliation	24
V.	ANNUAL REVIEW		24
VI.	RECORDKEEPING AND CONFIDENTIALITY		24
	A.	Documents to Maintain	24
	B.	Duration	25
VII.	ACKNOWLEDGEMENT OF THE CODE OF ETHICS		26
VIII.	TRAINING AND EDUCATION		26
	A.	General	26
	B.	Scope of Training and Education	26
	C.	Employee Awareness	26
	D.	New Employee	27

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E.	Annual Refresher Training	27
F.	Recordkeeping	27
Exhibit A:	Acceptance of Policies	28
Exhibit B:	Initial Holdings Report	29
Exhibit C:	Annual Holdings Report	31
Exhibit D:	Personal Securities Transactions – Account Declaration Form	33
Exhibit E:	Request for Prior Approval to Purchase IPO or Private Placements	34
Exhibit F	Intentionally Left Blank	36
Exhibit G:	Outside Activities and Private Investments of Current Employees	37

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CODE OF ETHICS

AlphaParity, LLC

I. INTRODUCTION AND STANDARDS OF BUSINESS CONDUCT

A. General

AlphaParity, LLC (the “Company”) is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). However, in accordance with Rule 204A-1 of the Advisers Act, the Company has adopted this code of ethics (the “Code of Ethics” or the “Policy”) to prevent violations of federal securities laws. Moreover, this Policy is intended to help the Company personnel (“you”) understand the Company’s obligations as a registered investment adviser and to assist you in complying with these obligations. The Company expects all employees to act with honesty, integrity and professionalism and to adhere to federal securities laws. The terms “employee(s)” and “personnel” used throughout this document refer to and apply to all officers, partners, managing members and employees of the Company.

B. Standards of Business Conduct

In general, investment advisers are fiduciaries with respect to their respective advisory clients. The Advisers Act is the federal statute governing most investment advisers and enhances the fiduciary nature of the relationships between investment advisers and their clients. Section 206(4) of the Advisers Act prohibits any investment adviser from engaging in any act, practice or course of business that is fraudulent, deceptive or manipulative. In particular, Section 206 of the Advisers Act makes it unlawful for any investment adviser and for you:

• to employ any device, scheme, or artifice to defraud a client or prospective client;

• to engage in any transaction, practice, or course of business which defrauds or deceives a client or prospective client;

• knowingly to sell any security to or purchase any security from a client when acting as principal for his or her own account, or knowingly to effect a purchase or sale of a security for a client’s account when also acting as broker for the person on the other side of the transaction, without disclosing to the client in writing before the completion of the transaction the capacity in which the adviser is acting and obtaining the client’s consent to the transaction; and

• to engage in fraudulent, deceptive or manipulative practices.

As an investment adviser, the Company stands in a position of trust and confidence with respect to its clients. Accordingly, the Company has a fiduciary duty to its clients, including a duty to make full and fair disclosure of any potential conflicts of interest that may arise. Investors in any

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hedge fund¹ or managed account (if any²) that the Company advises (the “Funds” and the “Accounts,” respectively) must have the utmost trust and confidence that the Company will act in their best interests. This requires not only actual good faith on the Company’s part, but the appearance of good faith as well. In order to achieve and maintain this high level of trust and confidence, the Company has adopted this Code of Ethics.

C. Scope of Code of Ethics – Who Must Comply

The Company’s policies and procedures are based on the general concepts of fiduciary duty, the specific requirements of the Advisers Act and other U.S. federal securities laws relating to the operations of investment advisers, as well as the Company’s internal policies. All officers, directors, partners and employees of the Company and any other person who provides advice on behalf of the Company and is subject to the Company’s control and supervision (collectively referred to as “Supervised Persons”) must adhere to the Code of Ethics.³ Moreover, all Supervised Persons must comply with the applicable federal securities laws.⁴ Technical compliance will not insulate anyone from scrutiny of any actions that create the appearance of a violation.

This Policy cannot cover every possible situation that may arise in the conduct of the Company’s business. If you are uncertain about how to react in certain circumstances, a single question often can do much to avoid a serious problem. If you have any questions, contact the Company’s Chief Compliance Officer. You must also notify the Company’s Chief Compliance Officer immediately if you have any reason to believe that a violation of these policies has occurred or is about to occur.

D. Penalties for Violating the Code of Ethics

You should be aware that the Company may impose penalties for breaches of the policies and procedures contained in this Policy. Depending on the nature of the breach, penalties may include a letter of censure, profit “give ups,” fines, referrals to regulatory and self-regulatory bodies and dismissal.

¹  The Funds that the Company operates are not registered investment companies because such Funds are exempt from the definition of “investment company” pursuant to Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940, as amended.

²  The Company does not currently advise any managed accounts.

³  A sub-category of employees referred to as “Access Persons” must also adhere to certain reporting requirements with respect to personal securities transactions. See Section II.B. PREVENTION OF INSIDER TRADING, PERSONAL SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES – Personal Securities Transactions.

⁴  For the purposes of this Policy, the term “federal securities laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any ruled adopted thereunder by the SEC or the Department of Treasury.

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In the event any Supervised Person, after reviewing the Code of Ethics and signing an acknowledgement as to understanding and agreeing to abide by the Company’s policies and procedures, violates any provision, policy or procedure outlined in this Policy, the Supervised Person may be subject to various sanctions, depending on the violation, including a verbal reprimand, a written reprimand, or the termination of employment with the Company. Specific sanctions imposed will be determined on a case-by-case basis and will be based upon the infraction and a determination by the senior management of the Company. Furthermore, depending on the violation, a Supervised Person who breaches the Company’s Code of Ethics may be subject to civil or criminal actions.

E. Duties Toward the Company - Conflicts of Interest

As a Supervised Person, you have an obligation of loyalty towards the Company; under no circumstances are you to use your professional position directly or indirectly for personal purposes by taking unfair advantage of any confidential or inside information or by profiting in any other way from your professional position. You should be extremely careful to avoid any personal conflict of interest with the Company or its clients.

Supervised Persons are reminded that they must give prior notice of, and under certain circumstances receive approval for, any outside activity in which they wish to engage. This includes outside business interests, private securities transactions, and maintenance of personal brokerage accounts.

Supervised Persons may not use the Company’s name in connection with any outside activity without prior approval from the Managing Member and the Chief Compliance Officer. Even when use is approved, care should be exercised so that the name is not used in any inappropriate manner or which could be misinterpreted as an endorsement by the Company of the employee’s activity.

Supervised Persons may not use their authority or position for their personal gain.

F. Grants and Gifts

1. General Prohibitions

Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. As a general rule, Supervised Persons are prohibited from accepting any gift. However, gifts of strictly nominal value are allowed. This includes normal and customary business entertainment (e.g., business meals and entertainment where the person providing the entertainment is present) that is not “lavish,” the cost of which would be paid for by the Company as a reasonable expense if not paid by the client. While “nominal value” and “lavish entertainment” are difficult to define, any gift or entertainment is not acceptable if an independent third party might think that the Supervised Person would be influenced in conducting business. In a business context, gifts or entertainment of an extraordinary or extravagant nature to an employee should be declined or returned, and gifts or entertainment of an extraordinary or extravagant nature from an employee should not be given, in order to avoid compromising the reputation of the Supervised Person or the Company.

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These principles also apply to relationships between a Supervised Person and any official bodies or persons, as well as with clients. Any act which might be interpreted as an attempt at bribery is strictly prohibited. If any direct or indirect financing is provided to political parties, foundations or associations, it must be given in full compliance with the laws in force and must take place under supervision of persons authorized to carry out this activity.

2. Acceptable Gifts and Entertainment

Examples of acceptable conduct include the following:

• Acceptance or delivery of gifts, gratuities or amenities or favors based on obvious family or personal relationships where the circumstances make it clear it is those relationships rather than the Company’s business which are the motivating factor.

• Acceptance or delivery of meals, refreshments, travel arrangements or accommodations, or entertainment, all of reasonable value and in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions, provided that the expenses would be paid for by the Company as a reasonable business expense if not paid for by the other party.

• Acceptance or delivery of advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items.

• Acceptance or delivery of discounts or rebates on merchandise or services that do not exceed those available to arm’s-length clients.

• Acceptance or delivery of gifts of reasonable value that are related to commonly recognized events or occasions, such as promotion, wedding, retirement or holiday.

Except as described above, Supervised Persons or their immediate families are not permitted to accept or provide fees, gifts, entertainment, payments or other favors in connection with any business of the Company.

The Company requires that employees report all gifts and entertainment to the Compliance Officer for recording on the gift and entertainment register.

G. Borrowing Money from Suppliers or Clients

Supervised Persons may not borrow money from any of the Company’s suppliers or clients unless otherwise agreed to by the Chief Compliance Officer, or its designee. However, the receipt on customary terms in connection with the purchase of goods or services is not considered to be borrowing within the foregoing prohibition. In addition, acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law.

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Questions about gifts and gratuities should be directed to the Company’s Chief Compliance Officer.

II. PREVENTION OF INSIDER TRADING, PERSONAL SECURITIES TRANSACTIONS AND OUTSIDE BUSINESS ACTIVITIES

A. Insider Trading

1. General

Trading securities - including equity and debt securities and derivative instruments - while in possession of material, non-public information (“inside information”), or improperly communicating that information to others, is frequently referred to as “insider trading.” As described below, insider trading may expose you to stringent penalties, including dismissal, substantial personal liability and criminal fines or imprisonment. The restrictions on insider trading apply both to your personal trades and to trades on behalf of others, including the Funds and Accounts that the Company manages or operates and any future Fund and/or Accounts that the Company might manage or operate.

This discussion on insider trading is drafted broadly; it will be applied and interpreted in a similar manner. The Company’s policy on insider trading applies to securities trading and information handling by all Supervised Persons of the Company (including spouses, minor children and adult members of their households and any other relative of a Company Supervised Person on whose behalf the Company Supervised Person is acting) for their own account or the account of any client of the Company.

2. What Is Inside Information?

To constitute Inside Information, information must:

(a) emanate from an “Insider”

(b) be material; and

(c) be non-public.

a. Who is an Insider?

The rule against insider trading prohibits trading while in possession of information which is received, directly or indirectly, from an “Insider” who discloses that information through a breach of duty. The concept of an “Insider” is broad. It includes officers, directors, members, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the course of performing services for the Company and, as a result, is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Company and/or its affiliates may become a temporary insider of companies that the Company advises or for which the Company performs other services.

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If you receive, either directly or indirectly, material, non-public information from an “Insider,” you should not trade in the security to which the information pertains. If you do not know the ultimate source of the information you have received, you should not trade in the securities until you have taken reasonable steps to assure that the ultimate source of the information is not an “Insider.” When you do not know the ultimate source of your information, there is a risk that the information was initially leaked by an “Insider” through the breach of a duty. The reason for taking steps to ascertain the source of the information is to reduce that risk. If you learn that the source of material information is an “Insider,” you should not trade in the security to which the information pertains until you ascertain that the information is public.

While the rule against insider trading is dependent upon a showing that the Insider who leaked the information did so through a breach of duty, it will, in most instances, be very difficult to ascertain whether such a breach occurred in connection with the release of information. There are various contexts in which a person breaches a duty by transmitting material, non-public information. For example, an officer of an issuer violates his duty if he intentionally transmits material, non-public information concerning the company without any justifiable business purpose and the officer knows or should know that the recipient of the information will trade in the issuer’s securities after receiving such information. A secretary of a law firm working on a merger breaches her duty to the law firm by revealing information about the issuer which is the subject of the merger. The printer at a print shop who is working on disclosure documents which have not yet been filed with the SEC breaches his duty to his employer by disclosing information about the impending transaction.

Because it is difficult to know whether an Insider is breaching a duty by disclosing information to you, as a cautionary measure, you should not trade in a security when you have received material, non-public information about the security from an Insider, regardless of whether you have been able to ascertain that the information was disclosed in connection with a breach of a duty.

b. What Is Material Information?

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this standard applies to information which, if disclosed, is likely to have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. However, if the information you have received is, or could be, a factor in your trading decision, you must assume that such information is material.

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While “material” information can cover many things, information or other guidance with respect to the following matters are generally considered material:

• Earnings;

• Mergers, acquisitions, tender offers, joint ventures, or changes in assets;

• New products or discoveries;

• Developments regarding customers or suppliers (such as acquisition or loss of a contract);

• Changes in control or management;

• Changes in auditors, or auditor notification that the issuer may no longer rely on the audit report;

• Events regarding the issuer’s securities such as: defaults, redemptions, splits, repurchase plans, changes in dividends, changes in rights of holders, sales of securities and/or bankruptcies/receiverships.

Information relating to the market for a security, such as a significant purchase or sale order, also may be material.

If you are not sure whether information you have received is material, you should discuss it with the Chief Compliance Officer before trading on such information.

The Securities and Exchange Commission (the “SEC”) considers one kind of information — earnings guidance — to virtually always be material. When an issuer official engages in a private conversation with an analyst or a fund manager who is seeking guidance about earnings estimates, the issuer official is taking on a high degree risk that he or she may be disclosing material, non-public information. If the issuer official communicates non-public information selectively to the analyst or the fund manager that the Company’s anticipated earnings may be higher than, lower than, or even the same as, what analysts have been forecasting, there is a risk that the issuer official is violating Regulation FD which prohibits selective disclosure of material non-public information.

While an analyst or fund manager who receives such selective disclosure is not subject to the prohibitions of Regulation FD, you should, nevertheless, avoid soliciting such selectively disclosed information. In this regard, you should be wary of the kind of information you receive from an issuer official immediately following the end of an issuer’s fiscal quarter or year end before the results of the fiscal period are publicly released. This does not mean that conversations with issuer officials are prohibited during the period between the end of a fiscal period and the issuer’s public release of earnings information; it just means that you should be cautious in such conversations and, if the information received is too specific, you should refrain from trading until you discuss what you have received with the Chief Compliance Officer.

The Company’s research efforts may sometimes include contacting customers and suppliers of an issuer and visiting retail or distribution centers for the issuer’s products. When such field research is conducted, you should always use your actual name. It is not necessary to disclose your affiliation with the Company, but you should not affirmatively misrepresent your affiliation. It is permissible to discuss the issuer with employees of the issuer to obtain general information; however, if you believe that you may have received material, non-public information, you should discuss what you have received with the Chief Compliance Officer in order to evaluate our ability to trade in the securities to which the information pertains.

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Lastly, you should understand that, although you are not permitted to trade while in possession of material, non-public information which emanated from an Insider who breached their duty, the SEC itself has recognized that you are permitted to gather non-material pieces of non-public information “to create a mosaic from which a material, non-public conclusion may be drawn” as the insider trading laws are not intended to restrict such activity and analysis.

c. When Is Information Public?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC, publication on the Dow Jones Newswires, 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.

If you are not sure whether information you have received is public you should discuss it with the Chief Compliance Officer before trading on such information.

Information furnished by an issuer in a webcast or conference call which is publicly announced in advance and made available to analysts, investment managers and the general investing public also would be deemed public. On the other hand, information provided by an officer of an issuer in a one-on-one private conversation with an analyst or fund manager would generally not be deemed public information. Consequently, you should be careful in having one-on-one conversations with Insiders since it is possible that material information which has not yet been publicly disseminated might be disclosed in such conversations. If it is, you should not trade in the subject security until the information is public.

Rumors do not necessarily constitute public information. If the so-called “rumor” is reported as a rumor in the financial press, then you can consider it public. However, if it is not disseminated in a manner that constitutes “public” information as described above you run the risk that the information is non-public and, if it is both material and was disclosed, directly or indirectly, through the breach of a duty, you may be prohibited from trading on the basis of it. That is why you should always try to ascertain the original source of information that you receive. One acceptable way to determine whether a “rumor” is publicly available would be to call the issuer’s public relations officer and inquire as to whether the company has publicly confirmed or denied the rumor. You should not contact any other officer or employee of the issuer to determine the accuracy of a rumor because a confirmation or a denial of the rumor could, in itself, constitute non-public information.

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d. Possession of the Information Is Enough to Prohibit Trading

The SEC takes the position that a party who is in possession of improperly obtained material, non-public information concerning an issuer may not trade in the issuer’s securities regardless of whether the person is relying on the information in making the trade. According to the SEC, possession is enough to create liability, and it is not a defense to an insider trading violation that you did not rely upon the information you possessed when you made the trade.

3. Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary fluctuations 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 possession of Inside Information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The Company’s Supervised Persons should exercise particular caution any time they believe that they may have become aware of any non-public information (regardless of how trivial such information may be) relating to a tender offer.

4. Misappropriated Information

There may be circumstances in which you may obtain information about an issuer from persons who are not employed by, or owe a duty of confidentiality to, the issuer and are not deemed to be Insiders or Temporary Insiders. Such non-insiders may be persons who have, or are employed with companies who have, arms-length dealings with the issuer, such as vendors and suppliers.

“Non-insiders” should be distinguished from “quasi-insiders.” A quasi-insider is someone who possesses a relationship with the issuer which gives him or her access to confidential information about the issuer and has a duty to keep such information confidential. An attorney, accountant or consultant to the issuer are typical examples of quasi-insiders. You should not solicit or obtain information about the issuer from quasi-insiders.

While you should not solicit information from quasi-insiders, it is permissible for you to solicit information from non-insiders concerning the issuer. You should not, under any circumstances, however, provide any form of payment or item of value to non-insiders in exchange for the information. In addition, you should understand that an employee of a non-insider entity such as a supplier, vendor or other entity which has arms-length dealings with the issuer, while not owing a duty of confidentiality to the issuer, may owe a duty to his or her own employer not to disclose confidential information to persons such as analysts or fund managers. Though you may not know, in a particular situation, whether such employee has a duty of confidentiality, if you do learn, based on the circumstances, that the employee would be breaching any duty to his employer by disclosing the information to you, you should not obtain such information from that person.

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Lastly, if an investor in one of the Funds and/or Accounts (or in the future, in a Fund and/or an Account that the Company manages or operates), is a vendor or supplier of, or has any other business or personal relationship with, an issuer whose securities you are researching, you should not discuss the issuer with that investor.

5. Restrictions on Disclosure

It is possible that material nonpublic information may be obtained from time to time in the course of employment related activities performed on behalf of the Company. The Company’s officers and Supervised Persons may not disclose any inside information (whether or not it is material) relating to the Company, its investors or any securities transactions to any person outside the Company (unless such disclosure has been authorized by the Company’s Managing Member and Chief Compliance Officer). Inside information may not be communicated to anyone inside or outside of the Company, except among the Company’s deal team members on a “need to know” basis. This information must also be secured. For example, you should restrict access to your paper files and computer files and be aware that conversations containing inside information, if appropriate at all, should be conducted in private.

6. Penalties

Penalties for communicating or trading on material nonpublic information are severe, both for individuals involved in such unlawful conduct and for their employers. The unlawful use of inside information subjects the person engaged in the unlawful trading and, among others, his or her employer to civil liability (even if the employee or employer does not personally benefit from the violation). For a party’s first insider trading violation, the SEC may impose against controlling persons civil penalties of $1MM or three times any profits obtained or losses avoided and may impose against corporations civil penalties of $2.5MM for failing to take proper steps to prevent insider trading or tipping violations by those who are under their supervision.

The law requires broker-dealers and investment advisers to adopt, maintain and enforce written insider trading policies and procedures designed to prevent the misuse of material nonpublic information by their directors, officers and employees. Failing to do so can be a predicate for an SEC disciplinary action or, if violations occur, an SEC suit to recover the civil penalties from controlling persons and violators. Violators are also subject to criminal penalties.

The Company takes its obligation to detect and prevent insider trading with the utmost seriousness. You must understand that in addition to criminal and civil liability that may result from insider trading, the Company may impose penalties for breaches of the policies and procedures contained in this manual, even in the absence of any indication of insider trading. Depending on the nature of the breach, penalties may include a letter of censure, profit “give ups”, fines, referrals to regulatory and self-regulatory bodies and dismissal.

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7. Self-Reporting

You must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Company’s insider trading policy has occurred or is about to occur, whether such violation involves you or other Supervised Persons of the Company. Failure to do so constitutes grounds for disciplinary sanctions, including dismissal.

B. Personal Securities Transactions

1. Who Must Comply – Access Persons and all Employees

The policies and procedures applicable to the personal securities transactions of the Company’s employees and in particular its “Access Persons” are contained herein.

The term “Access Person” is a functional definition that refers to any Supervised Person that performs the following functions:

• Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any “reportable fund“⁵; or

• Is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic

In addition, the term “Access Persons” includes portfolio management personnel and any client service representative who communicates investment advice to clients since the SEC believes that such a person is in a position to take advantage of his or her inside knowledge.

Since this Company’s primary business is to provide investment advisory services, all of the Company’s directors, officers and partners are presumed to be Access Persons pursuant to Rule 204A-1(e)(1)(ii) of the Advisers Act.

Finally, note that administrative, technical, and clerical personnel may also be Access Persons if their functions or duties give them access to nonpublic information.

Pursuant to Rule 204-2(a)(13)(ii) of the Advisers Act, the Company is required to maintain a list of the Company’s Access Persons – both present and past Access Persons (within the past five years). To comply with Rule 204-2(a)(13)(ii), the Chief Compliance Officer is responsible for compiling and maintaining the list of the Company’s Access Persons.

⁵  The term “reportable fund” means (i) any fund which an adviser serves as an investment adviser as defined in Section 2(a)(2) of the Investment Company Act of 1940, as amended; or (ii) any fund whose investment adviser or principal underwriter controls the adviser, is controlled by the adviser, or is under common control with the adviser. See Rule 204A-1(e)(9) of the Advisers Act.

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2. Reportable Securities

a. Pursuant to Rule 204A-1(b) of the Advisers Act, Access Persons must disclose their holdings and transactions with respect to certain securities referred to as “reportable securities.” The term “reportable security” refers to a security as defined in Section 202(a)(18) of the Advisers Act. This definition is very broad and includes any:

• Note;

• Stock;

• Treasury stock;

• Security future;

• Bond, debenture;

• Evidence of indebtedness;

• Certificate of interest or participation in any profit-sharing agreement;

• Collateral trust certificate;

• Pre-organization certificate or subscription;

• Transferable share;

• Investment contract;

• Voting-trust certificate;

• Certificate of deposit for a security;

• Fractional undivided interest in oil, gas, or other mineral rights;

• Any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof);

• Any put, call straddle, option or privilege entered into on a national securities exchange relating to foreign currency;

• In general, any interest or instrument commonly known as a “security”; or

• Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subject to or purchase any of the foregoing.⁶

b. For the purposes of this policy Access Persons and all Employees must also disclose their holdings and transactions in any foreign exchange, futures or commodity related products, which will also be referred to as “reportable securities”.

c. Excluded from the definition of “reportable security” are the following types of financial products:

• Direct obligations of the government of the United States;

• Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements;

⁶  See Section 202(a)(18) of the Advisers Act.

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• Shares issued by money market funds;

• Shares issued by open-end funds registered in the U.S. other than “reportable funds”; and

• Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

3. Personal Trading Procedures

As described herein the Company has established procedures to minimize the risks that “Access Persons” and/or “employees” will seek to trade unlawfully through their own “employee accounts” or through “employee related accounts.” All Access Persons and/or employees must disclose the “reportable securities” in which they have direct beneficial ownership or indirect beneficial ownership.⁷

For the purposes of the foregoing, “employee accounts” shall be deemed to include all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more of the Company’s Access Persons and/or employees has a substantial proportionate economic interest. A substantial proportionate economic interest will generally be 10% of the principal amount of an account in which a Company Access Person and/or employee has an interest. Investment partnerships and similar indirect means of ownership shall also be included in the foregoing definition of employee accounts.

For the purposes of the foregoing, “employee related accounts” shall be deemed to include any account of the type specified in the immediately preceding paragraph in which direct beneficial ownership is held by one or more members of a Company Access Person’s and/or employee’s immediate family sharing the same household. For the purposes of the foregoing, “immediate family” shall be deemed to include a Company Access Person’s and/or employee’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and adoptive relationships.

The Company’s policy is to require periodic submissions and supervisory reviews as follows:

a. Initial Holdings Reports and Annual Holdings Reports

(i) Obligation

⁷  “Beneficial ownership” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

“Indirect beneficial ownership” means the securities held by members of a person’s immediate family (spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and adoptive relationships) sharing the same household.

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Upon commencing employment with the Company and at any time requested to do so by the Company, persons who are Access Persons and all employees must provide the Company’s Chief Compliance Officer (or its designee) a list substantially in the form attached hereto as Exhibit B (Initial Holdings Report) and as Exhibit C (Annual Holdings Report) of all securities positions in employee accounts and employee related accounts that are “reportable securities.” See Exhibit B: Initial Holdings Report; Exhibit C: Annual Holdings Report. The Initial Holdings Report must be submitted no later than ten (10) days after the person becomes an Access Person and/or employee of the Company and the information it contains must be current as of a date not more than forty-five (45) days prior to such person becoming an Access Person and/or employee. With respect to the Annual Holdings Report, the Annual Holdings Report must be current as of a date no more than forty-five (45) days prior to the date the Annual Holdings Report was submitted.

(ii) Content of the Initial Holdings Report and Annual Holdings Report

The Initial Holdings Report and the Annual Holdings Report each must contain, at a minimum, the following information:

• The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and principal amount of each “reportable security” in which the Access Person and/or employee has any direct or indirect beneficial ownership;

• The name of any broker, dealer or bank with which the Access Person and/or employee maintains an account in which any securities are held for the Access Person’s and/or employee’s direct or indirect benefit; and

• The date the Access Person and/or employee submit the report.

(iii) Alternative to Initial Holdings Reports and Annual Holdings Report – Account Statements

As an alternative to Initial and Annual Holdings Reports, Access Persons and employees may timely file and date a copy of a securities account statement (a “Brokerage Statement”) listing all their securities holdings, if the statement provides all information required under Content of the Initial Holdings Report and Annual Holdings Report. Similarly, if an Access Person or employee has previously provided such Brokerage Statement to the Company, or has previously been reporting or supplying brokerage confirms for all securities transactions and the Company has maintained them as a composite record containing all the requisite information, the access person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statement or composite in writing.

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An Access Person or employee may not, however, avoid filing an initial or annual holdings report simply because all information has been provided over a period of time in various transaction reports.⁸

(iv) Exceptions

An Access Person and/or employee is not required to report securities held in accounts over which the Access Person and/or employee had no direct or indirect influence or control.

b. Monthly Transaction Reports

(i) Obligation

Any Access Person and/or employee that engages in personal securities trading with respect to “reportable securities” must submit Brokerage Statements to the Chief Compliance Officer (or its designee) that are due no later than thirty (30) days after the close of the calendar month in which the transaction takes place.

(ii) Content of Brokerage Statements

The Brokerage Statements must contain, at a minimum, the following information about each transaction that results in any direct or indirect beneficial ownership:

• The date of the transaction, the title and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each “reportable security” involved;

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

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

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

• The date the Access Person and/or employee submits the Brokerage Statement

(iii) Exceptions

An Access Person and/or employee is not required to report securities held in accounts over which the Access Person and/or employee had no direct or indirect influence or control.

⁸  One reason for requiring a holdings report is so that the Company’s compliance personnel and the SEC’s examiners have ready access to a “snapshot” of the [access person’s] [employee’s] holdings and are not required to piece the information together from transaction reports.

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An Access Person and/or employee is not required to report securities transactions effected pursuant to an automatic investment plan.⁹

c. Personal Securities Transactions that Require Prior Approval

Access Persons and/or employees must obtain prior written approval from the Chief Compliance Officer before investing in initial public offerings (“IPOs”) or limited offerings (i.e., private placements). For the purposes of this Policy, the term “limited offering” means an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Section 4(6) of the Securities Act commonly referred to as private placements.

Access Persons and/or employees that wish to purchase IPOs or securities of limited offerings must complete and submit the Request for Prior Approval to Purchase Initial Public Offerings or Private Placements attached hereto as Exhibit E. See Exhibit E: Request for Prior Approval to Purchase Initial Public Offerings or Private Placements.

In the event the Chief Compliance Officer wishes to purchase initial public offerings or the securities of a private placement for his or her own employee account, the Chief Compliance Officer must complete the Request for Prior Approval to Purchase Initial Public Offerings or Private Placements and obtain prior written approval from the Managing Member.

All approvals or disapprovals of a request for prior approval with respect to initial public offerings or private placements are memorialized in writing by the Chief Compliance Officer (and the Managing Member if applicable).

d. Restricted List

(i) Purpose of the Restricted List

The Company maintains a restricted list (the “Restricted List”) that includes, among other things, the names of issuers whose securities are subject to a complete ban on sales or purchases because the Company has knowledge of material non-public information regarding the issuer. Under these circumstances the security of such an issuer will be designated as a “Completely Restricted” security and neither Access Persons and/or employees nor the Company will be permitted to purchase, sell or take any position in the relevant security until the issuer’s name is removed from the Restricted List or security is no longer designated as Completely Restricted. Notwithstanding the above, if the Company, Access Person or employee already holds a security that is designated as Completely Restricted, the Company, Access Person and/or employee must continue to hold and may not execute any buy or sell orders for the relevant security until the Completely Restricted status is lifted. All Access Person and/or employees are responsible for knowing the contents of the Restricted List prior to effecting or soliciting a transaction in a security.

⁹  An “automatic investment plan” is defined to mean 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. See Rule 204A-1(e)(2) of the Advisers Act.

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Any Access Person and/or employee who consults the Restricted List is prohibited from disclosing the securities listed and the privately placed investment vehicles listed in the Restricted List to non-employees of the Company.

(ii) Scope

The Restricted List may include (i) the names of securities, privately placed investment vehicles, and any other financial product that the Company is evaluating whether to have its Fund[s] and/or Accounts invest in and (ii) the names of securities, privately placed investment vehicles and any other financial product that make up each Fund’s and/or Accounts portfolio. Furthermore, the Restricted List may include the name of issuers whose securities are the subject of restrictions that, to varying degrees, limit Access Persons’ and/or employees’ authority to purchase, sell or solicit the purchase or sale of such securities. The Restricted List is readily available to all Access Persons and/or employees.

e. Prior Notice

Prior notice to the Company from employees or Access Persons is not required for transactions in personal accounts other than those noted in Section 3c and 3d, IPO’s and securities of limited offerings and restricted list securities, respectively

Under certain circumstances, the Company reserves the right to restrict or cancel any Access Person and/or employee account order or transaction. If a transaction is cancelled, the Access Person and/or employee will bear the risk of loss and the Company (or its designee) will retain any profit associated with such cancellation.

The Chief Compliance Officer of the Company reserves the right to reject any trade by an Access Person and/or employee deemed not in the best of interests of the Company or its clients.

f. Personal Account General Guidelines

• No transaction may be entered into directly with the Company trading desk for a personal account transaction.

• Information relating to proprietary trading strategies is confidential. All employees are required to maintain the confidentiality of the business activities of Company and its clients. Accordingly, employees are not permitted to trade ahead of (“front-run”) a customer or proprietary order, or engage in personal trading on the basis of customer/proprietary trading strategies.

• Employees who conduct the personal investment activities via the Internet are reminded that only minimal personal use of the Internet via Company systems will be tolerated and Company technology policies apply.

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C. Review of Personal Securities Reports

The Chief Compliance Officer (or its designee) is responsible for reviewing the Access Persons’ and/or employees’ Brokerage statements (as well as the Initial Holdings Report and the Annual Holdings Report, if applicable) as part of the Company’s duty to maintain and enforce its Code of Ethics. When conducting a review of the Company’s Access Persons’ and/or employees’ brokerage statements the assessment is to cover the following:

• Whether the Access Person and/or employee followed any required internal procedures, e.g. pre-clearance;

• A comparison of personal trading to the Restricted List;

• An assessment of whether the Access Person and/or employee is trading for his or her own account in the same securities that he or she is trading for the Funds’ portfolios and/or the clients’ accounts, and if so whether the Funds and/or the Accounts are receiving terms as favorable as the Access Person and/or employee takes for himself or herself;

• Periodically analyzing each Access Person’s and/or employee’s trading for patterns that may indicate abuse, including market timing;

• Investigating any substantial disparities between the quality of performance the Access Person and/or employee achieves for his or her own account and what he or she achieves for the Funds and/or the Accounts; and

• Investigating any substantial disparities between the percentage of trades that are profitable when the Access Person and/or employee trades for his or her own account and the percentage that are profitable when he or she places trades for the Funds and/or the Accounts.

In instances when the Chief Compliance Officer has engaged in personal securities transaction, the Managing Member shall review the Chief Compliance Officer’s brokerage statements.

D. Outside Business Activities and Private Investments of Employees

All employees are required to devote their full time and efforts to the Company’s business. In addition, no person may make use of either his or her position as an employee or information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the Company’s interests.

To assist in ensuring that such conflicts are avoided, you must obtain the written approval of the Company’s Managing Member and Chief Compliance Officer prior to:

• Serving as director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, non-profit and political organizations.

• Serving as a registered representative of any broker-dealer.

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• Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval in accordance with employee trading procedures.)

• Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company.

• Acting or representing that the employee is acting, as agent for the Company or any other firm in any investment banking matter or as a consultant or finder.

• Forming or participating in any stockholders’ or creditors’ committee that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.

• Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock, options or warrants.

Every employee is required to complete the disclosure form enclosed as Exhibit G and have the form approved by the Company’s Managing Member and Chief Compliance Officer prior to serving in any of the capacities or making any of the investments described heretofore. See Exhibit G: Outside Activities and Private Investments of Current Employees. In addition, an employee must advise the Company’s Chief Compliance Officer and Managing Member if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration.

Furthermore, any employee serving on the Company’s Proxy Voting Committee is required to complete the Company’s proxy voting worksheet enclosed in the Company’s Compliance Manual to assist the Company’s efforts to identify and to resolve conflicts of interests in instances when an employee engages in outside business activities or has private investments.

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III. DESCRIPTION OF CODE OF ETHICS IN PART 2A OF FORM ADV

As and when the Company becomes a Registered Investment Advisor with the SEC, the Company is required to describe its Codes of Ethics to clients in Part 2A of Form ADV and, upon request, to furnish clients with a copy of the Code of Ethics. The Chief Compliance Officer is responsible for submitting and updating the Company’s Code of Ethics policy in Part 2A of its Form ADV. If a client requests a copy of our Code of Ethics, the Company shall provide such copy without cost.

IV. REPORTING VIOLATIONS

A. Obligation

All Supervised Persons (any officer, director, partner and employee of the Company) are required to report actual or known violations or suspected violations of the Company’s Code of Ethics promptly to the Chief Compliance Officer and/or the Chief Compliance Officer’s designee¹⁰. It is of utmost importance that you report violations or suspected violations in order to maintain the integrity of this Company.

You are to report, without limitation, the following:

• Noncompliance with applicable federal securities laws, rules and regulations;

• Fraud or illegal acts involving any aspect of the Company’s business;

• Material misstatements in regulatory filings, internal books and records, client records or reports;

• Activity that is harmful to clients; and

• Deviations from the Company’s controls and procedures that safeguard the client and the Company.

The Chief Compliance Officer will maintain documentation detailing Code of Ethics violations, including the name of the employee who committed the violation, details of the violation, the date of the violation and the remedial action taken to address the violation.

B. Confidentiality

Any report of a violation or suspected violation of the Code of Ethics will be treated as confidential to the extent permitted by law. Any report of a violation or suspected violation may be submitted anonymously.

¹⁰  Note that Chief Compliance Officer is to receive a written report from its designee within ten (10) days of the reported violation or suspected violation.

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C. Retaliation

Retaliation against a Supervised Person who reports a violation or suspected violation is prohibited and constitutes a violation of our Code of Ethics.

V. ANNUAL REVIEW

As part of the Company’s obligations to conduct an annual review of all of its policies and procedures pursuant to Rule 206(4)-7 of the Advisers Act, the Chief Compliance Officer shall review on an annual basis the adequacy of the Code of Ethics and the effectiveness of its implementation.

Any findings or recommendations shall be memorialized in writing and presented to the Company’s senior management for consideration.

VI. RECORDKEEPING AND CONFIDENTIALITY

A. Documents to Maintain

As amended, Rule 204-2(a)(12)(i)-(iii) of the Advisers Act requires the Company to keep the following:

• Copies of the Code of Ethics;¹¹

• Records of violations of the Code of Ethics and actions taken as a result of the violations; and

• Copies of the Company’s supervised persons’ written acknowledgement of receipt of the Code of Ethics.¹²

As amended, Rule 204-2(a)(13)(i)-(iii) of the Advisers Act requires the Company to keep the following:

• Records of the Access Persons’ and/or employees’ personal trading – Initial Holdings Reports, Annual Holdings Reports, and Brokerage statements, including any information provided under Rule 204A-1(b)(3)(iii) in lieu of such reports, i.e., brokerage confirmations and transaction reports;

• A record of the names of the Company’s Access Persons;¹³ and

• Records of decisions, and the reasons supporting the decision to approve an Access Person’s and/or employee’s acquisition of securities in initial public offerings or limited offerings.¹⁴

¹¹  The code of ethics must be kept for five (5) years after the last date the code was in effect.

¹²  Supervised person acknowledgements of the code of ethics must be kept for five (5) years after an individual ceases to be a supervised person.

¹³  The list of access persons must include every persons who was an access person at any time within the past five (5) years, even if some of then are no longer access persons of the adviser.

¹⁴  Records related to the decision approving an access persons’ acquisition of IPOs or limited offerings must be kept for at least five (5) years after the end of the fiscal year in which the approval is granted.

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• Records of decisions, and the reasons supporting the decision to approve the Chief Compliance Officer’s acquisition of securities in initial public offerings or limited offerings

Furthermore, the Company will retain records in connection with its employee Code of Ethics training and education sessions. See Section VIII. TRAINING AND EDUCATION - Recordkeeping.

All reports and records prepared or maintained pursuant to this Code of Ethics will be considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code of Ethics, such matters shall not be disclosed to anyone other than the appropriate officers and employees of the Company and its counsel.

B. Duration

Such documents collected, generated and retained pursuant to Rule 204A-1 of the Advisers Act are maintained for five (5) years, in an easily accessible place, the first two years at the Company’s principal place of business.

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VII. ACKNOWLEDGEMENT OF THE CODE OF ETHICS

Each employee will execute a written statement certifying that the employee has (i) received a copy of the Company’s Code of Ethics; (ii) read and understands the importance of strict adherence to such policies and procedures; and (iii) agreed to comply with the Code of Ethics. See Exhibit A: Acceptance of the Code of Ethics.

Note that from time to time supplemental memoranda will update the contents of the Company’s Code of Ethics.

VIII. TRAINING AND EDUCATION

A General

The communication of the Company’s policies and procedures to prevent insider trading and the training on how to comply with the Company’s Code of Ethics is critical to this Company’s adherence with its fiduciary obligations and to maintaining the integrity of this Company.

All Supervised Persons, i.e., all employees, are to receive training on complying with the Code of Ethics on an annual basis to ensure that all employees fully understand their duties and obligations and how to comply with the Policy’s procedures.

B. Scope of Training and Education

In general, the Company’s training program covers the following areas:

• The policies and procedures of the Code of Ethics.

• Insider trading.

• The various reporting requirements (Initial Holdings Report, Annual Holdings Report, and/or Brokerage statements that Access Persons and/or employees must complete and submit.

• How to report violations or suspected violations of the Code of Ethics.

C. Employee Awareness

The Company’s employees should appreciate the serious nature of violating U.S. federal securities laws on insider trading and the Company’s Code of Ethics. Employees must be aware of their own personal obligations and their personal liability should they violate U.S. federal securities laws on insider trading and the Code of Ethics. Accordingly, all employees are encouraged to cooperate fully and to report violations or suspected violations of the Code of Ethics to the Chief Compliance Officer and/or the Chief Compliance Officer’s designee.

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D. New Employees

All new employees will be given a general introduction to the Company’s Code of Ethics and the procedures for reporting violations or suspected violations of the Code of Ethics. New employees will be told the importance this Company places on insider trading issues and on complying with the Company’s Code of Ethics.

E. Annual Refresher Training

It is vital that all Supervised Persons receive appropriate refresher training so that they fully appreciate the importance that the Company places on complying with the Code of Ethics. As such, the Company’s entire staff undergoes Code of Ethics training on an annual basis.

F. Recordkeeping

The Company will retain records of staff training of the Company’s Code of Ethics. The records on employee training will include the following:

• The names of employees who have received the training.

• The date on which the training was conducted.

• The dates of the refresher training programs.

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Exhibit A: Acceptance of the Code of Ethics

Section I: Acknowledgment of Code of Ethics to Comply.

I hereby certify that I have received and read the policies and procedures set forth in the Code of Ethics. I understand the policies and procedures contained in the Code of Ethics and I agree to comply with such policies and procedures during the course of my employment with AlphaParity, LLC, its subsidiaries or affiliates. I also understand that any violation of these legal requirements, policies and procedures may subject me to dismissal and civil or criminal penalties.

Employee Signature:

Employee Name: (print)

Date:

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Exhibit B: Initial Holdings Report

Each “Access Person” and/or employee of the Company must provide the Company with a list of all “reportable securities” positions in “employee accounts” and “employee related accounts” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

Outside Accounts (Securities and Commodities)

Account Information:

1. Name of Employee:

2.     Name of Employee/Related Account:

3. Account Number:

4. Financial Institution Carry Account:

5. Financial Institution Address:

6. Financial Institution Telephone Number:

Transaction Information:

7. Name and type of Security:

8. Symbol or CUSIP Number:

9. Quantity:

10. Principal Amount:

11. Common Stock     ¨         Put    ¨         Call    ¨        Convertible Bond  ¨ Maturity Date                Other:                         

12.         Execution Price:

Accounts Managed by Other Advisers

Account Information:

1. Name of Employee:

2.     Name of Employee/Related Account:

3. Account Number:

4. Name of Adviser:

5. Adviser’s Address:

6.	Adviser’s Telephone Number:
Transaction Information:

7. Name and Type of Security:

8. Symbol or CUSIP Number:

9. Quantity:

10. Principal Amount:

11. Common Stock    ¨        Put    ¨         Call    ¨        Convertible Bond  ¨ Maturity Date                Other:                          

12.         Execution Price:

Private Investment Vehicles

Name of Private Placement Vehicle:

Are you or a family member a limited partner, member, general partner or managing member?:

Name of general partner/managing member:

I HEREBY CERTIFY THE FOLLOWING:

In making this Initial Holdings Report, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information. All information is current as of a date no more than forty-five (45) days prior to the date hereof.

• I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE SECURITIES THAT I HOLD.

EMPLOYEE SIGNATURE     DATE

EMPLOYEE NAME (printed)

SIGNATURE OF CHIEF COMPLIANCE OFFICER     DATE

Chief Compliance Officer Name (Printed)

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Exhibit C: Annual Holdings Report

Each “Access Person” and/or employee of the Company must provide the Company with a list of all “reportable securities” positions in “employee accounts” and “employee related accounts” as each term is defined in the Code of Ethics. Please provide the following information with respect to each such account:

Outside Accounts (Securities and Commodities)

Account Information:
1.	Name of Employee:

2.     Name of Employee/Related Account:

3. Account Number:

4.  Financial Institution Carry Account:

5. Financial Institution Address:

6.	Financial Institution Telephone Number:
Transaction Information:

7. Name and type of Security:

8. Symbol or CUSIP Number:

9. Quantity:

10. Principal Amount:

11.   Common Stock    ¨         Put    ¨        Call    ¨    Convertible Bond    ¨ Maturity Date                  Other:                       

12.         Execution Price:

Accounts Managed by Other Advisers

Account Information:

1. Name of Employee:

2.     Name of Employee/Related Account:

3. Account Number:

4. Name of Adviser:

5. Adviser’s Address:

6. Adviser’s Telephone Number:

Transaction Information:
7.	Name and Type of Security:

8. Symbol or CUSIP Number:

9. Quantity:

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10. Principal Amount:

11. Common Stock   ¨     Put  ¨     Call  ¨      Convertible Bond   ¨ Maturity Date                  Other:                       

12.         Execution Price:

Private Investment Vehicles

Name of Private Placement Vehicle:

Are you or a family member a limited partner, member, general partner or managing member?

Name of general partner/managing member:

I HEREBY CERTIFY THE FOLLOWING:

In making this Annual Holdings Report, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information. All information is current as of a date no more than forty-five (45) days prior to the date hereof.

• THE TRANSACTION(S) DOES NOT INVOLVE THE ACQUISITION OF SECURITIES IN AN INITIAL PUBLIC OFFERING OR A PRIVATE PLACEMENT THAT HAVE NOT RECEIVED PRIOR APPROVAL FROM THE CHIEF COMPLIANCE OFFICER.

• I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE PROPOSED TRADE.

EMPLOYEE SIGNATURE     DATE

EMPLOYEE NAME (printed)

SIGNATURE OF CHIEF COMPLIANCE OFFICER     DATE

Chief Compliance Officer Name (Printed)

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Exhibit D

Personal Securities Transactions - Account Declaration Form

Employee Name

Social Security Number

Function/Title

Account Information *

Broker Name/Contact Person

Broker Address/Phone Number

Account Name

Account Number

Account Type (i.e. individual, joint, etc)

Account Class (i.e. fx, futures, etc)

* Attach separate sheet for additional accounts. If you have no accounts, write “None”.

Employee Certification

I acknowledge, that I have received and read the Code of Ethics, including the sections concerning Prevention of Insider Trading, Personal Securities Transactions and Outside Business Activities, and agree to abide by all of its provisions and requirements. I acknowledge and understand that:

• I must disclose, to AlphaParity, any account in which I have a beneficial interest or over which I control or influence investment decisions. These accounts include accounts of my own, my spouse, my minor children any other person who is dependent on me for material financial support.

• it is my responsibility to ensure that the broker(s) listed on this form furnishes trade information to AlphaPArity on a timely basis. I will report promptly to AlphaParity, in writing, any subsequent changes in this information, including but not limited to, the opening of additional accounts.

  Employee Signature   Date

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Exhibit E: Request for Prior Approval to Purchase Initial Public Offerings or Private Placements

Each “Access Person” and/or employee of the Company must obtain prior approval in order to purchase initial public offerings or private placements. Please provide the following information with respect to each such account:

Account Information:
1.	Name of Employee:

2.     Name of Employee/Related Account:

3. Account Number:

4. Financial Institution Carry Account:

5. Financial Institution Address:

6. Financial Institution Telephone Number:

Transaction Information:

7. Name of Security:

8. Symbol or CUSIP Number:

9. Quantity:

10.	Execution Price:
11.	The investment opportunity is of limited availability:     Yes  ¨     No  ¨

I HEREBY CERTIFY THE FOLLOWING:

In making this application for approval for a transaction involving an initial public offering or a private placement in an employee or employee related account, I hereby represent that the investment decision regarding the transaction is not in any way based on material, non-public information relating to the financial instrument that is the subject of the proposed transaction or the issuer or obligor of such institution, advance knowledge of a research report to be published by the Company or another financial institution, advance knowledge of a client order or any other form or type of confidential or proprietary information.

• I AM NOT AWARE OF ANY CONFLICT OF INTEREST WITH ANY CLIENT ACCOUNT THAT WOULD EXIST AS A RESULT OF THE PROPOSED TRADE.

I understand that if approval is granted, it only pertains to this proposed transaction and that such approval is valid on the date granted.

EMPLOYEE SIGNATURE DATE/TIME            

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EMPLOYEE NAME (printed) DATE/TIME

FOR COMPLIANCE DEPARTMENT USE ONLY

¨  Approved     ¨   Disapproved

Signature

Name & Title

Date

Basis for decision:

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Exhibit F

Intentionally left blank

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Exhibit G: Outside Activities and Private Investments of Current Employees

All employees are required to devote their full time and efforts to the business of the Company. In addition, no person may make use of his or her position as an employee, make use of information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of the Company.

To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the Company’s Managing Member and Chief Compliance Officer prior to:

• Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family owned businesses and charitable, non-profit and political organizations.

• Serving as a registered representative of any broker-dealer.

• Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies. (Investments in publicly traded companies may require prior approval in accordance with the Company’s personal investment policy.)

• Accepting a second job or part-time job of any kind or engaging in any other business outside of the Company.

• Acting, or representing that the employee is acting, as agent for the Company in any investment banking matter or as a consultant or finder.

• Forming or participating in any stockholders’ or creditors’ committee (other than on behalf of the Company) that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest.

• Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Company, whether as a fee, commission, bonus or other consideration such as stock options or warrants.

Every employee is required to complete the attached disclosure form and have the form approved by the Company’s Managing Member and Chief Compliance Officer prior to serving in any of the capacities or making any of the investments described. In addition, an employee must advise the Company if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration. Written evidence of such advice must be obtained from the Company’s Chief Compliance Officer and Managing Member.

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INSTRUCTIONS:

The Company expects its employees to devote their full time to the business of the Company and to avoid any outside employment, position, association or investment that might interfere or appear to interfere with the independent exercise of the employee’s judgment regarding the best interests of the Company and its clients. Should an activity or investment be deemed a conflict of interest, or appear to create a conflict of interest, between the employee and the Company, the employee may be required to terminate such activity or investment.

  Employee name   Date

Section A			Yes	No
	1.	I am seeking approval to become a director, officer, general partner or trustee of, sole proprietor or employee of, or a consultant or contributor to, an organization or entity other than an affiliate of the Company. If yes, complete Sections B and H.
	2.	I am seeking approval to become a registered representative of a broker-dealer.
	3.	I am seeking approval to serve or to agree to serve in a fiduciary capacity as an administrator, conservator, executor, guardian or trustee. If yes, complete Sections C and H.
	4.	I am seeking approval to invest (equity or debt) in or to become a creditor of an organization or entity that is not publicly traded. If yes, complete Sections D and H.
	5.	I am seeking approval to become the beneficial owner of five percent or more of a class of equity of a publicly traded organization or entity. If yes, complete Sections E and H.
	6.	I am seeking approval to serve or to participate in a security holders’ or creditors’ committee or to become actively involved in a proxy contest seeking a change in the management or control of an organization or entity. If yes, complete Sections F and H.
	7.	I am involved in or anticipate becoming involved or participating in an arbitration or litigation, either as a named plaintiff or defendant. If yes, complete Sections G and H
	8.	I am seeking approval to have a second job or part-time job in a business outside of the Company.
	9.	I am seeking approval to receive compensation, of any kind, directly or indirectly, from a person, firm, corporation, estate, trust or association, other than the Company, as a fee, commissions, bonus or other consideration such as stock options or warrant.

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Employee name	Date
Section B – Employment Relations	Comments:
Describe the business relationship between the business/occupation and AlphaParity LLC? (If there is no relationship please indicate “none”)
Name of Business/Occupation
Employees Position/Title/Function
Description of business/occupation
Type of business/occupation
Date of association with business/occupation
Time devoted per day a) During business hours b) During non-business hours
Annual Compensation (of any kind)
Financial interest in business/occupation

	YES	NO
To the best of your knowledge:
Does any material adverse information exist concerning the business or occupation?
Does any conflict of interest exist between LPCM or any of its affiliates and the business/occupation?
Does the business/organization have a business relationship with LPCM or any of its affiliates?

If response to any of the above questions is “yes”, please attach a full explanation

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Employee name	Date
Section C – Fiduciary Relationships	Comments:
Name of Person/Organization/Entity Employee will be acting for
Employees Fiduciary Capacity
Basis for Appointment
(i.e. family related)
Annual Compensation for Serving

	YES	NO
Have securities or futures accounts been opened for the benefit of the person or organization or entity and will the employee have the authority to make investment decisions for such accounts?

If “yes”, please complete and attach employee securities/futures account disclosure form.

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Code of Ethics

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Employee name	Date
Section D – Private Investments	Comments:
Name of Organization/Entity
Type and Size of Interest
Type of Organization/Entity
Date Interest Acquired
If Equity Interest, percentage Ownership
Will you be receiving any selling compensation in connection with this investment?

	YES	NO
To the best of your knowledge:
Does any material adverse information exist concerning the business or occupation?
Does any conflict of interest exist between LPCM or any of its affiliates and the business/occupation?
Does the business/organization have a business relationship with LPCM or any of its affiliates?

If response to any of the above questions is “yes”, please attach a full explanation

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Employee name	Date
Section E – Control Interests	Comments:
Name of Organization/Entity
Type and Size of Interest
Ownership Percentage
Type of Organization/Entity
Activity or Business or Organization/Entity
Date Interest Acquired

	YES	NO
To the best of your knowledge:
Does any material adverse information exist concerning the business or occupation?
Does any conflict of interest exist between LPCM or any of its affiliates and the business/occupation?
Does the business/organization have a business relationship with LPCM or any of its affiliates?

If response to any of the above questions is “yes”, please attach a full explanation

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Employee name	Date
Section F – Claimant Committees / Proxy Contests	Comments:
Type of Committee (if applicable)
Target Organization/Entity
Activity or Business or Organization/Entity
Type of Organization/Entity
Employee Role/Function

	YES	NO
To the best of your knowledge:
Does any conflict of interest exist between LPCM or any of its affiliates and the business/occupation?
Does the business/organization have a business relationship with LPCM or any of its affiliates?

If response to any of the above questions is “yes”, please attach a full explanation

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Code of Ethics

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Employee name	Date
Section G – Arbitration/Litigation	Comments:
Title of Action
Description of Action
Employee Role (Plaintiff / Defendant / Witness)

	YES	NO
To the best of your knowledge:
Is LPCM or any of its affiliates involved in or affected by this action?
Is LPCM or any of its affiliates, counterparties or vendors involved in or affected by this action?

If response to any of the above questions is “yes”, please attach a full explanation

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Code of Ethics

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Section H. EMPLOYEE AFFIRMATION

I affirm that the above information is accurate and complete as of the date hereof. I understand that I am under an obligation during my employment with the Company to obtain the approval of the Company’s Managing Member and Chief Compliance Officer prior to engaging in outside activities or making certain investments, as more fully described in the Company’s policy and to advise the Company if I become or I believe I may become a participant, either as a plaintiff or defendant in any litigation or arbitration. I also agree to advise the Company’s Managing Member and Chief Compliance Officer in writing promptly if the information herein changes or becomes inaccurate.

Employee Signature:

Employee Name (Print)

Date:

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Code of Ethics

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