EX-99.28.P.2 11 fp0028849_ex9928p2.htm

CODE OF ETHICS AND PROFESSIONAL CONDUCT

Adopted March 31, 2008

Revised October 2016

This Code of Ethics (this “Code”) is adopted by PhaseCapital LP (“PhaseCapital”). Except where expressly noted, this Code applies to all Access Persons (as defined in this Code), which includes all employees of PhaseCapital and specified other persons. The Code of Ethics is intended to serve as Phase Capital’s Code of Ethics pursuant to Rule 206(4)-7 of the Investment Advisers Act of 1940 (“Advisers Act”) .

This Code may be revised from time to time to reflect developments in the law, questions of interpretation, and application of practical experience, as well as new policies of PhaseCapital. This Code is intended to provide guidance to Access Persons for conforming to PhaseCapital practices and standards and complying with applicable legal standards, but is not intended to alter the legal standards that would otherwise exist in the absence of this Code. This Code is required to be provided to each Access Person and each Access person will be required to provide written acknowledgement of receipt. In addition, the current version of this Code is maintained on PhaseCapital’s internal network, which is available to all Access Persons. Revisions to the policy are updated as necessary.

Statement of General Fiduciary Principles and Standard of Business Conduct

This Code has been adopted based on the general principle that PhaseCapital aims to conduct its business according to the highest ethical standards. In particular, each Access Person has a fiduciary duty

to act in the best interest of each client to which PhaseCapital provides advisory services (a “Client”);

to conduct his or her affairs, including personal securities transactions, in such a manner as to avoid serving his or her own personal interests ahead of those of a Client; and

to avoid conflicts of interest.

This Code cannot address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Therefore, you are expected to be alert to such conflicts of interest with Clients or with PhaseCapital. Above all, it is the responsibility of every Access Person to ensure that he or she is not in real or apparent conflict or violation with any law or PhaseCapital policy.

Technical compliance with this Code will not insulate from scrutiny transactions that show a pattern of compromise or abuse of an Access Person’s fiduciary responsibilities.

You are required to report promptly any violations of this Code or of the federal securities laws to the Chief Compliance Officer (the “CCO”) of PhaseCapital or if the report relates to the CCO, to the Managing Partner, Michael DePalma. As of August 13, 2014, Lorena Timko is the CCO of PhaseCapital.

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PhaseCapital will not retaliate against any personnel who make a good faith report of a violation of the Code or of the federal securities law to it or to appropriate law enforcement officials.

Certain key terms are defined in Appendix A.

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I.	Organizational Structure

The CCO of PhaseCapital is Lorena Timko. Each employee is treated as an Access Person for purposes of this Code. Other persons may be Access Persons if they satisfy the definition.

II.	Governing Standards

General Standards

You are required to comply with applicable federal and state securities and other laws. In particular, you shall not:

Employ any device, scheme or artifice to defraud a Client.

Make any untrue statement of a material fact to a Client or an investor (or potential investor) in a fund Client or omit to state a material fact necessary in order to make a statement made to a Client or an investor (or potential investor) in a fund Client in light of the circumstances under which it is made, not misleading;

Engage in any act, practice or course of business that operates as a fraud or deceit on a Client; or

Engage in any manipulative practice with respect to a Client.

Conflicts of Interest

Access Persons shall seek at all times to avoid the appearance of a conflict of interest, and shall act at all times in a manner consistent with their fiduciary responsibilities to PhaseCapital and to clients. You are expected to avoid any conduct or activity that creates a personal interest that conflicts with the interests of PhaseCapital or a Client. Examples of a conflict of interest are when you or a member of your immediate family:

has an existing or potential financial or other interest which may reasonably be expected to impair your independence of judgment in discharging your responsibilities to PhaseCapital or to a Client

expect to receive a material financial or other benefit from knowledge of a Client’s or PhaseCapital’s confidential information

You shall promptly report any conflict of interest to the CCO.

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Outside Activities

Without the prior written approval of the CCO, you may not engage in any outside business activities that may give rise to conflicts of interest or potential of conflicts of interest or otherwise jeopardize the integrity or reputation of the PhaseCapital or any of its affiliates. Although PhaseCapital does not require approval of outside activities undertaken by family members, you must contact the CCO if any such outside activities may reasonably be expected to raise or appear to raise a conflict of interest in connection with his or her employment or the business activities of PhaseCapital.

Whether a particular outside activity may be approved or continued in the future will depend on a variety of factors including the extent to which the proposed activity could violate any law or regulation, interfere with your responsibilities to PhaseCapital, involve prolonged absences during business hours, or compete with PhaseCapital’s interests. Additionally, the possibility of adverse publicity and potential liability will be weighed.

Without the written approval of the CCO, you must not (without limiting the foregoing):

Be employed or compensated by any other entity

Have active involvement in any other business including part-time, evening or weekend employment;

Serve as an officer, director, partner, etc. in any publicly traded entity;

Hold a seat in public office, or commit to a candidacy or a formal position on a campaign committee;

Operate a hedge fund or sponsor or participate in an association or group formed to invest in securities (e.g. an investment club); or

Recommend any other company’s investment management, brokerage, or similar services for a referral fee, unless the recommendation is allowed by a program we have established.

The CCO may impose conditions on any approval to engage in such activity. Any such conditions shall be documented.

III.	Insider Trading Policy

Access Persons may from time to time be in possession of material, non-public information (“MNPI”) concerning a Fund, companies in which a Fund invests or other companies. Under the federal securities laws, you are prohibited from buying or selling securities while in possession of confidential MNPI, and may not otherwise use such information for your own advantage or the advantage of others, including any Client. Under the federal securities laws, you also are prohibited from trading on MNPI about a tender offer. Violations of these laws may subject you to disciplinary action, as well as severe civil or criminal penalties. Any such legal proceedings would result in adverse publicity and embarrassment to PhaseCapital and you.

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PhaseCapital has adopted policies and procedures that are designed to protect itself and you from liability for “insider trading.” The policies and procedures prohibit trading on the basis of confidential MNPI. They also direct each Access Person to “Ask First.” It is critical that all Access Persons read and understand these Policies and Procedures and consult with the CCO if there are any questions or concerns.

Policy Statement on Insider Trading; Background

PhaseCapital prohibits any Access Person from trading, either personally or on behalf of others (including Clients), based on MNPI or communicating MNPI to others in violation of the law. This conduct is frequently referred to as “insider trading.”

As a prophylactic rule, you are prohibited from buying or selling a security if you are aware of material nonpublic information about that security or if a security is issued by a company whose name is on our restricted list, also referred to as the black-list in section VII, without the advance written approval of the CCO. This policy applies to every Access Person and extends to activities within and outside their duties at the PhaseCapital.

You must read and retain this policy statement. Any questions regarding PhaseCapital’s policy and procedures should be referred to the CCO.

The term “insider trading” is not defined in the federal securities law, but generally is used to refer to trading securities on the basis of MNPI (whether or not the user is an “insider”). The term “tipping” similarly is not defined but is generally used to refer to communicating MNPI to others who trade. The law concerning insider trading is not static, but as a general matter the law prohibits, among other things:

trading by an insider, while in possession of confidential MNPI;

trading by a non-insider, while in possession of confidential MNPI, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

communicating MNPI to others (“tipping”).

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In the course of your employment, you may learn about the current or pending investment activities of a Client (e.g., actual or pending purchases and sales of securities). Using or sharing this information other than in connection with the investment of Client accounts is considered acting on inside information and is therefore prohibited.

Who is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of an issuer’s affairs and as a result is given access to information solely for the issuer’s purposes. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. Access Persons may be insiders or temporary insiders from time to time.

What is Material Information?

Trading on insider information is a basis for liability if the information is material. “Material information” generally is defined as information which a reasonable investor would be likely to consider important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of an issuer’s securities.

There are many types of material information of which you may become aware as an Access Person of PhaseCapital:

knowledge of positions held by a Client in issuer’s securities;

information generated within PhaseCapital, e.g., buy and sell recommendations;

information received from officers, directors and other representatives of companies in which PhaseCapital has invested or is considering investing;

information from consultants or other third-parties who work with public companies;

information received as a result of serving as a director, officer or employee of another organization.

Information that you should consider as potentially material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, changes in credit ratings, significant expansions or curtailments of operations or significant increases or decreases of orders, planned offerings of securities (including offerings underwritten by one of our affiliates), inflows or outflows of client assets or assets under management, a change in auditors or auditor notification that an issuer may no longer rely on an audit report, events regarding an issuer’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, public or private sales of additional securities), bankruptcy, corporate restructuring or receivership, and extraordinary management or business developments.

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What is Nonpublic Information?

Information is nonpublic until it has been effectively communicated to the marketplace. A person should not trade on MNPI until the investing public has been afforded the time to receive the information and act upon it. One must be able to point to some fact to show that the information is generally public. Information may be deemed to have been made public — and thus not subject to the prohibitions on insider trading — in a number of different ways, including when the information:

Appears in the press or in a widely disseminated source or publication (e.g., Dow Jones tape, Reuters, The Wall Street Journal, The New York Times);

Is included in publicly available regulatory filings (e.g., when the information is available through the public data base of a federal regulatory agency, such as the SEC);

Is disclosed in a stockholder report or a press release from the issuer;

Is announced in a public forum such as a stockholder meeting;

Is provided by the issuer freely to anyone making an inquiry;

Is being disseminated to traders generally by brokers or institutional analysts, unless there is a reasonable basis to believe that such information is confidential and came from a corporate insider; and

Is received by a person who does not have a relationship with the issuer or who does not otherwise owe a duty of confidentiality to the issuer or another person. For example, information found in a report filed with the SEC, or appearing in The Wall Street Journal or other publications of general circulation would generally be considered public.

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Basis for Liability; Breach of Duty

In general, it is a violation of the federal securities laws if a person trades on the basis of MNPI if he or she has expressly or impliedly agreed to maintain the confidentiality of the information or not use the information for purposes of trading, has misappropriated the information, or has received the information knowing that its transmission is a breach of duty by the person transmitting the information.

Penalties for Insider Trading

Penalties for trading on or communicating MNPI are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

civil injunctions;

triple damages;

paying back profits;

jail sentences;

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

fines for an employer or other controlling person of up to the greater of

$1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by PhaseCapital, including possible dismissal of the persons involved.

Procedures to Implement PhaseCapital’s Policy Against Insider Trading

The following procedures have been established to aid you in avoiding insider trading, and to aid PhaseCapital in preventing, detecting and imposing sanctions against insider trading. These procedures cannot cover all circumstances and you are asked to be cautious in all situations involving the potential for insider trading and consult with the CCO if you have any questions:

Determine if Information is MNPI: If you believe that information you have received may be MNPI, you should immediately consult with the CCO before trading or speaking to others about the information or the related securities. This is the essence of PhaseCapital’s “Ask First” procedure. In assessing whether you may have potential inside information, you should consider:

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Is the information material? Is this information that an investor would be likely to consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

Restrictions on MNPI: If, after consideration of the above, you and the CCO believe that the information is material and nonpublic, you must not:

Purchase or sell the security on behalf of yourself or others, including a Client, or

Communicate the information inside or outside PhaseCapital, other than to the CCO.

(These restrictions also apply to “tipping” information to others and apply to your family members and others living in your household).

CCO Determines Actions: Generally, upon receipt of MNPI by an employee of PhaseCapital, the CCO will take the following actions:

Add security to Restricted List: Any security for which a PhaseCapital Access Person holds MNPI will be added to the Restricted List.

Close Position and Restrict Future Trading: If a security that is on the Restricted List (a “Restricted List Security”) is included in the universe of the securities from which PhaseCapital is compiling its portfolios (the “Traded Universe”), it will be removed from the Traded Universe until such time as the relevant MNPI becomes public or immaterial.

IV.	Interaction with Denham Capital Manage ment (“DCM”)

Stuart Porter is a significant owner of both PhaseCapital and DCM. PhaseCapital shares office space with DCM. DCM is a private equity firm specializing in energy-related investments.

During the course of their normal business dealings, DCM employees may attain MNPI as described above. PhaseCapital Access Persons are prohibited from receiving MNPI from DCM employees or providing MNPI to DCM employees. Generally, receipt of MNPI by DCM employees will not be deemed to result in receipt of MNPI by PhaseCapital employees. This conclusion is supported by the fact that the business activities, physical office spaces and other interactions of PhaseCapital and DCM employees are significantly separate and do not overlap. Additionally, DCM’s internal policies, including use of Temporary Information Walls and other procedures, significantly reduce flow of MNPI between and among employees of DCM.

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In certain cases, however, MNPI received by DCM employees may be inadvertently relayed to PhaseCapital employees. In such cases, PhaseCapital policies relating to receipt of MNPI, as described at Part III.B., above, will be followed.

V.	Trading Stock to Affect the Markets/Manipulative Trading Practices

In addition to the prohibitions on insider trading, the federal securities laws prohibit Access Persons and others from engaging in manipulative trading practices. If you violate these laws, you may be responsible for the damages sustained as a result of the manipulative activity, in addition to other sanctions. These laws prohibit an Access Person, when acting for himself, herself, or for others (including a Client), from doing manipulative acts, including:

Engaging in trading or apparent trading activity for the purpose of causing the price of a registered security to move up or down, and then taking advantage of the price movement by buying or selling at the “artificial” price level (a practice known as “pumping and dumping”).

Using the mail, the internet (chat rooms, etc.) or any other method of interstate commerce to manipulate securities prices by creating a false or misleading appearance of active trading; and

Circulating or disseminating, in the ordinary course of business, information to affect the price of any security (a practice known as “rumor mongering”).

VI.	Reporting Requirements

On an annual basis, the CCO shall prepare a report describing any material issues arising under the Code of Ethics or procedures, including information about any material violations of the Code of Ethics or its underlying procedures and any sanctions imposed due to such violations and information for review by senior management.

VII.	Personal Securities Trading

PhaseCapital requires Access Persons to maintain the highest standards of professional ethics with respect to personal investments in securities which may also be bought or sold by PhaseCapital for a Client, and also with respect to the use of MNPI, whether for personal or PhaseCapital gain. It is PhaseCapital’s policy to limit Access Persons’ personal securities transactions to guard against situations that could create an actual or potential or apparent conflict of interest or misuse of “inside” information or an undue burden on an Access Person’s time and attention. PhaseCapital has therefore adopted policies and procedures that require preclearance of all personal trading in Reportable Securities (the “General Preclearance Requirement”), and require regular reporting of personal securities activity.

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General Policies

An Access Person must pre-clear the purchase or sale of all public or private Reportable Securities for his or her own account or for an account as to which he or she has beneficial ownership.1

In addition to the General Preclearance Requirement, no Access Person of PhaseCapital is permitted to profit in his or her personal securities transactions from the securities activities of a Client. Accordingly, you shall not purchase or sell, directly or indirectly, any security in which you have, or by reason of such transactions acquires, any direct or indirect beneficial ownership if the purchase or sale would be harmful to a Client or would serve such your own personal interests ahead of those of a Client.

You shall not engage in any transactions which are or could be perceived as ‘front running;’ a transaction of a Client. Front running is an unethical practice which generally involves an Access Person with knowledge of an impending fund trade benefiting from that advance knowledge by trading before the fund for his or her own benefit (or the benefit of another).

PhaseCapital maintains a grey-list and a black-list of securities in which employees must follow certain restrictions in order to trade in personal accounts. Employees must hold all pre-cleared securities in their personal trading accounts for a minimum of 30 days.

Grey-list: the grey-list is made up of securities held in the portfolios of PhaseCapital’s clients and securities in PhaseCapital’s client’s trading universe. The grey-list is updated as securities are added to or removed from our client’s trading universe and portfolios.

“Reportable Security” means a security as defined in Section 202(a)(18) under the Advisers Act, except that it does not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), shares issued by money market funds or registered open-ended investment companies (other than any registered funds advised by the PhaseCapital), shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than such funds managed by the PhaseCapital), or such other securities as may be excepted under the provisions of Rule 205-1 under the Advisers Act, provided that an ETF shall be considered a “reportable security” for this purpose. The definition of “security” under Section 202(a)(18) is very comprehensive and includes, but is not limited to, stocks, bonds, closed-end funds, options and warrants.

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Black-list: the black-list is made up of securities in which employees are in possession of material non-public information and will be updated in the event an employee acquires material non-public information.

Exempted Transactions

The pre-clearance requirement in Section A. 1. of this section shall not apply to:

Purchases or sales effected in any Exempt Account2 (see Annex A).

Purchases or sales effected of Excluded Securities3 (see Annex A).

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

Purchases or sales of securities that are not Reportable Securities.

Reporting and Certification

You shall provide reports to the CCO as follows, for all personal holdings as well as holdings and transaction reports with respect to accounts of your spouses, dependent relatives, trustee and custodial accounts or any other account in which you have a financial interest or over which you have investment discretion (other than the PhaseCapital managed funds):

Initial and Annual Holdings Report: Not later than ten (10) days after you become an Access Person, you shall submit to the CCO an Initial Holdings Report, and once per year thereafter, you shall submit to the CCO an Annual Holdings Report, as applicable (in the form attached hereto as Appendix B, as modified, or through Compliance Science), including the following information:

The title and type of security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security in which you had any direct or indirect beneficial ownership, as well as all Excluded Securities.

2	“Exempt Account” means an account (often referred to as a “blind trust”) over which the Supervised Person has no direct or indirect influence or control. An account shall be deemed an Exempt Account if the CCO makes such determination after reviewing all relevant facts.

“Excluded Securities” means direct obligations of the United States, banker’s acceptances, bank certificates of deposit, high-quality government short-term debt instruments, Employees Stock Option Purchase Plans of spouses (if part of compensation package), shares issued by registered open-end investment companies, except those advised by PhaseCapital LP. ETFs are not “excluded securities” for this purpose.

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The name of any broker, dealer or bank that maintained an account in which any securities (including securities that are not Reportable Securities) were held for your direct or indirect benefit.

An acknowledgment that you (i) have read, understand and have had the opportunity to ask questions concerning this Code; (ii) agree to abide by this Code as amended from time to time; (iii) have complied with all requirements of this Code, and (iv) have reported all transactions required to be reported under this Code.

Each Holdings Report shall also include a Disciplinary History Questionnaire, attached hereto as Appendix C, which must be completed for purposes of the PhaseCapital’s own disclosure requirements. With respect to the Initial Holdings Report, such information must be current as of a date no more than forty-five (45) days prior to the date of your becoming an Access Person.

Monitoring. The CCO, or the Managing Partner in the event monitoring relates to the CCO, is responsible for the monitoring of compliance with the Code regarding employee personal trading. The CCO will use Compliance Science, or hardcopy duplicate broker statements, to monitor each employee’s personal holdings report to ensure that:

All personal trading activity was pre-cleared and executed in accordance with the General Policies and pre-clearance process.

For personal trading activity involving securities on the grey list:

The CCO/Managing Partner shall check the employee’s trade to ensure that trade execution price occurred within the last thirty minutes of the market close.

ii.

The CCO/Managing Partner will compare against PhaseCapital’s Client’s broker statements to ensure that there was no open order in PhaseCapital’s business during the time the employee’s trade was executed.

Pre-cleared securities are held for a minimum of 30 days

Quarterly Reports. You must promptly notify the CCO if you open a new brokerage account after making your initial report. You must arrange with each broker-dealer for duplicate statements and confirmation statements to be sent to the CCO via e-mail or regular mail until an account is transferred or closed. Not later than thirty (30) days after the end of a calendar quarter, you must directly report to the CCO any transactions in securities that are not reflected in brokerage account statements that has been provided to the CCO directly by a broker-dealer.

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Pre-clearance of Investments in IPOs and / Limited Offerings

The preclearance requirements apply to the direct or indirect acquisition of beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

Pre-clearance process

PhaseCapital has contracted with Compliance Science; software which provides web based secure technology to manage its employee’s personal trading activities. Employees must pre-clear all personal trading activity as outlined below.

In the event an employee submits a pre-clearance request for a security which is not on the grey-list or black-list, the employee will be granted automatic approval to purchase or sell that security.

In the event an employee submits a pre-clearance request for a security which is on the grey-list, Compliance Science will notify the CCO, in the event pre-clearance is requested by the CCO the CEO will be notified, and approval will be granted given the following restrictions:

a) The employee must execute the trade using market on close or limit on close orders or within the thirty minutes of the market close and at no other time during the trading day.

b) The employee cannot execute the trade if there is an open order for the requested security in PhaseCapital’s business.

Pre-clearance will not be granted to securities on the black-list.

You pre-clear a transaction by submitting an electronic pre-clearance request via Compliance Science, or as an alternative to Compliance Science, sending the CCO an email setting forth the identity and the amount of the security that you wish to buy or sell, with any other information requested by the CCO. You may not transact until you have received written approval in the form of an email from the CCO or Compliance Science. The CCO may deny a trade for any reason determined in his or her good faith judgment to be in the interests of the Adviser. The approval is good for 24 hours after its receipt.

By submitting a request for pre-clearance, you represent that you are not aware of Material Non-public Information.

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In determining whether to pre-approve a transaction, the CCO will consider whether the transaction is consistent with the interest of Clients, whether the issuer of the security is on the Restricted List, and such other facts and circumstances as the CCO deems appropriate. The Chief Investment Officer is responsible for reviewing a pre-clearance request from the CCO.

VIII.

Gifts & Entertainment

Receipt of Gifts and Entertainment

You shall not seek anything of substantial value, including any amount of cash, either directly or indirectly, from broker-dealers or other persons doing business or seeking to do business with PhaseCapital.

You may accept only reasonable and customary gifts from broker-dealers or other persons providing services or seeking to provide services to PhaseCapital without regard to any specified transaction or action (or, if in connection with a transaction, a gift also provided to other participants). Gifts such as the following generally will not be considered to be in violation of this section:

promotional items with the broker-dealer’s logo, such as articles of clothing, gym bags, and the like distributed by broker-dealers in connection with a conference or seminar sponsored by such broker-dealer and offered to all conference or seminar participants; and

a gift whose reasonable value is less than $250 which shall be limited to

$250 per year for a recipient from a single giver.

You may accept a gift whose reasonable value exceeds $250 only with the written permission of the CCO. Pre-approval of gifts and entertainment will be processed using the Compliance Science software.

You may only accept occasional entertainment from persons doing business or seeking to do business with PhaseCapital. You may not accept extravagant or excessive entertainment.

If there are any questions about a proposed gift or entertainment, you should discuss with the CCO.

Providing Gifts and Entertainment

You may not provide gifts or entertainment during any twelve month period to any person who does business with PhaseCapital or with whom PhaseCapital is seeking to do business that have a fair market value of more than $250 without the advance written approval of the CCO. Pre-approval of gifts and entertainment will be processed using the Compliance Science software.

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IX.	Political Contributions and Other Political Activities

No Access Person shall make political contributions for the purpose of obtaining or retaining advisory contracts or other business for PhaseCapital. In addition, Access Persons are prohibited from considering PhaseCapital’s current or anticipated business relationships as a factor in making political contributions. “Access Person” is defined in the Appendix to this Code.

Pursuant to Rule 206(4)-5 under the Advisers Act (the “Pay-to-Play Rule”), investment advisers are prohibited from advising a government entity’s funds for compensation if the adviser or its covered personnel directly or indirectly made a political contribution to an official of that government entity within the preceding two years. To avoid being subject to this prohibition, each Access Person is require to pre-clear with the CCO each political contribution to a person associated with a government entity. Pre-approval of political contribution and other political activities will be processed using Compliance Science software.

In addition, Phase Capital, each Access Person (other than an Access Person excepted from this provision in writing by the CCO) and each PAC controlled by PhaseCapital or an Access Person is prohibited from:

(i)

making, coordinating or soliciting payments to any state or local political party where PhaseCapital is seeking to provide investment advisory services to a Government Entity;

(ii)

making, soliciting or coordinating contributions to an Official of a Government Entity (including by making contributions through spouses or professional service providers, or sponsoring certain fundraisers) to which PhaseCapital is seeking to provide investment advisory services to a Government Entity;

(iii)

paying anyone to solicit business for PhaseCapital from a Government Entity unless the solicitor is either (a) a registered broker-dealer or a registered investment adviser or (b) an employee of PhaseCapital; and

(iv)

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

In general, government entities are: any state or local government; any agency, authority or instrumentality of any state or local government; any pool of assets sponsored by a state or local government (such as a defined benefit pension plan, separate account or general fund); and any participant directed government plan (such as 529, 403(b) or 457 plans).

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An Access Person must consult with the CCO prior to retaining any government entity client. If PhaseCapital elects to contract with a government entity client, the CCO is responsible for determining whether Rule 206(4)-5 and similar state or local rules would prohibit receipt of compensation and for development of additional policies and procedures, including procedures with respect to record keeping, as necessary to comply with that Rule and similar state and local rules.

X.	Confidential Information and Development Policy

You shall treat as confidential, and shall not disclose to other persons, the securities activities engaged in or contemplated for any Client, including non- public information about a Client’s portfolio holdings, except to the extent required to do so in connection in the course of your responsibilities with PhaseCapital.

You should be aware that all information, whether or not in writing, of a private, secret, proprietary or confidential nature that concerns PhaseCapital’s business or financial affairs, including the business and affairs of a Client (collectively “Confidential Information”), is and shall be the exclusive property of PhaseCapital. By way of illustration, but not limitation, Confidential Information includes (i) information concerning the operations, systems, trading strategies, investment models or other models, developments, inventions, performance, research, actual or proposed investments, assets under management, personnel, marketing plans, financial data developments, plans and vendor lists, (ii) computer software, forms, contracts, agreements, literature or other documents and (iii) the identity of any investors in any of the Funds or other information about such investors or the investments made or to be made by such Funds. You shall not disclose any Confidential Information to others outside of PhaseCapital or use the same for any purposes (other than specifically with respect to your performance of responsibilities to PhaseCapital) without the prior written approval by the CCO, either during or after such period of time as you are performing duties and responsibilities for PhaseCapital, unless and until such Confidential Information has become public knowledge without fault by you or you are required to do so by law or court order, whereupon you shall promptly inform PhaseCapital in writing.

All written, photographic, electronic or other tangible material containing Confidential Information which shall come into a your custody or possession, or which is developed by you, shall be and are the exclusive property of PhaseCapital to be used by you only in the course of performing duties and responsibilities for PhaseCapital. All such records or copies thereof and all tangible property of PhaseCapital in your custody or possession shall be delivered to PhaseCapital, upon the earlier of (i) a request by PhaseCapital or (ii) the cessation of your performance of duties and responsibilities for PhaseCapital.

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After such delivery, you shall not retain any such records or copies thereof or any such tangible property.

The policies regarding non-disclosure and the return of Confidential Information set forth in paragraphs B and C above also extend to such types of information, records and tangible property of investors of PhaseCapital or vendors to PhaseCapital or other third parties who may have disclosed or entrusted the same to PhaseCapital or to you in the course of your employment. You shall not disclose or use Confidential Information and records of the type set forth in paragraphs A and B above, both during and after the termination of the employment or independent contractor relationship with PhaseCapital.

PhaseCapital believes that the restrictions contained in this Section VIII are necessary for the protection of their business and goodwill and are reasonable for such purpose. You should be aware that any breach of this policy is likely to cause PhaseCapital substantial and irrevocable damage and therefore, in the event of any such breach, PhaseCapital, in addition to such other remedies which may be available, may pursue, and shall have the right to pursue, specific performance and other injunctive relief without having to prove actual damages.

The provisions in this Section X do not in any way limit or narrow other policies of PhaseCapital or other written agreements executed by Access Persons. In the event of a conflict between the policies set forth in Section X and other policies of PhaseCapital, the other policies govern. In the event of a conflict between the policies set forth in Section VIII and an agreement with the Access Person, the agreement shall govern.

You may not sign any confidentiality agreements or orally agree to any confidentiality restrictions with other parties without the prior approval of the CCO.

XI.	Electronic Communications

PhaseCapital seeks to maintain a professional work environment in every respect, including matters related to electronic communications. Any misuse of PhaseCapital’s resources can result in disciplinary action, including termination of Internet access privileges and immediate dismissal. Electronic communications, including email and connections to Internet and Intranet Web sites conducted using PhaseCapital’s computing or network resources, are the property of the PhaseCapital and are subject to monitoring and permanent archiving. All Access Persons should assume and expect that any electronic communication, including email, is routinely monitored, archived and read by senior management of PhaseCapital including the CCO and CEO. An Access Person may have no expectation of privacy for any communication using Phase Capital’s computing or network resources.

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XII.	Regulatory, Legal and Other Contacts

Care must be taken in responding to oral or written inquiries from regulatory agencies, government officials and others outside of PhaseCapital (as described below), since their questions may relate to matters beyond PhaseCapital’s ordinary business or concern serious issues. You must follow the procedures described below (which require the immediate notification of the CCO) if you receive these inquiries. Except as authorized or required by law, including SEC statutes and rules relating to “whistleblowers”, no Access Person may make any statement to any regulatory or legal authority about PhaseCapital or a Client without prior notification to the CCO.

Inquiries from Regulatory Agencies: All inquiries, written or oral, for information by governmental or self-regulatory authorities, including but not limited to representatives of the SEC, FINRA, the NYSE, the CFTC, the Internal Revenue Service, the Department of Labor, and the states, must be reported immediately to the CCO. You should not make any statements to any such person or respond to any such inquiry, except as authorized or required by law, including SEC statutes and rules relating to “whistleblowers”. In the case of telephone inquiries, you should obtain the name, agency, address, and telephone number of the representative making the inquiry.

Litigation Relating to the PhaseCapital or Employment with the PhaseCapital: Only the CCO may accept legal process on behalf of Access Persons in their capacity as employees of PhaseCapital. If an attempt is made to serve you with a legal process intended for PhaseCapital, you must refuse it and immediately notify the CCO. If you are served with a subpoena that relates to your employment with the PhaseCapital or directly to the PhaseCapital, clients, or other employees, you must promptly notify the CCO.

Other Contacts: Periodically, attorneys, accountants, broker/dealers, other investment advisers, credit agencies and others may request information about PhaseCapital’s operations, clients or employees. Any request for information that is not generally released by PhaseCapital in the ordinary course of business must be referred immediately to the CCO.

XIII.

Retention of Records

The CCO shall maintain the following records for a period of at least five years after the end of the fiscal year in which the record was created or last altered: (i) this Code (and all amendments hereto), (ii) a copy of each report filed by Access Persons (which shall include in the Initial Holdings Report and each Access Person’s written acknowledgment of receipt of this Code), (iii) any written report relating to the interpretation of this Code, or violations hereunder, (iv) a record of all Access Persons and (v) all Forms, including a record of any decision and the reasons supporting the decision to approve the personal acquisition of securities.

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XIV.	Enforcement

The CCO shall have primary responsibility for reviewing information submitted to it under this Code and enforcing this Code. The CCO shall maintain records of any material violations of this Code and of the actions taken as a result of such violations. If the CCO determines that a possible violation of this Code may have occurred, the CCO shall review relevant information to determine if an actual violation of this Code has occurred. Before making any determination that a violation has occurred, the CCO may give the person whose transaction is in question an opportunity to supply additional information regarding such transaction. In addition, if the CCO determines that a violation of this Code may have occurred, the CCO shall promptly report the possible violation to senior management.

Any profits on trades that are in violation of the Code are subject to disgorgement. Amounts disgorged will be donated to a charitable or educational organization of PhaseCapital’s choosing, for which a violating Access Person shall receive no tax benefit. Disgorgement of profits does not limit the rights of PhaseCapital to take other actions, including termination.

In addition, if the CCO determines that a violation of this Code has occurred, the CCO shall consider and may impose such sanctions or pursue other legal remedies as he or she deems appropriate, including, among other things, a letter of censure or suspension, termination of the employment of the violator and/or referral to civil or criminal authorities.

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APPENDIX A to Code of Ethics and Professional Conduct

Definitions

“Access Person” means

(i)

All of our employees

(ii)

Any other supervised persons:

(A)

Who has access to nonpublic information regarding any Clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

(B)

Who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.

(iii)

All of our directors, officers and general partners are presumed to be Access Persons.

“Beneficial ownership” shall be interpreted in the same manner as it would be under Section 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) in determining whether a person is the beneficial owner of a security for purposes of Section 16 under the 1934 Act and the rules and regulations thereunder from time to time in effect. Any report required under this Code may contain a statement that the report will not be construed as an admission that the person submitting the report has any direct or indirect beneficial ownership in the security to which the report relates. In general, a person is deemed to have beneficial ownership of securities owned by the Access Person’s spouse, by children residing in the person’s household or by children who are financially dependent on the person, or other securities over which the person has control. Some examples of forms of beneficial ownership include:

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial, or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial, or “street name” account).

Securities that are being managed for a person’s benefit on a discretionary basis by an investment PhaseCapital, broker, bank, trust company, or other manager other than securities in an Exempt Account.

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person chooses to give someone else investment discretion over the account.

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Securities owned by a trust of which the person is a beneficiary.

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

“Excluded Securities” means direct obligations of the United States, banker’s acceptances, bank certificates of deposit, high-quality government short-term debt instruments, Employees Stock Option Purchase Plans of spouses (if part of compensation package), shares issued by registered open-end investment companies, unless advised by PhaseCapital LP, provided that an ETF is not an “excluded security” for this purpose.

“Exempt Account” means an account (often referred to as a “blind trust”) over which the Access Person has no direct or indirect influence or control. An account shall be deemed an Exempt Account only if the CCO makes such determination after reviewing all relevant facts.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

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

“Purchase or Sale of a Reportable Security” includes, among other things, the writing of an option to purchase or sell a Reportable Security.

“Reportable Security” means a security as defined in Section 202(a)(18)4 under the Advisers Act, except that it does not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short- term debt instruments (including repurchase agreements), shares issued by money market funds or registered open-ended investment companies (other than any registered funds advised by the PhaseCapital), shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than such funds managed by the PhaseCapital), or such other securities as may be excepted under the provisions of Rule 205-1 under the Advisers Act, provided that an ETF is a “reportable security” for this purpose. The definition of “security” under Section 202(a)(18) is very comprehensive and includes, but is not limited to, stocks, bonds, closed-end funds, options and warrants.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

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APPENDIX B to Code of Ethics and Professional Conduct

PhaseCapital Initial Holdings Report

NOTE: THIS FORM AND THE ATTACHED DISCIPLINARY HISTORY QUESTIONNAIRE MUST BE COMPLETED BY ALL ACCESS PERSONS AND FILED WITH THE CCO NO LATER THAN 10 DAYS FROM THE DATE OF HIRE*. TERMS IN BOLDFACE TYPE HAVE THE MEANINGS SET FORTH IN THE COMPANY’S CODE OF ETHICS AND PROFESSIONAL CONDUCT (THE “CODE”).

Name of Access Person:

Date received by CCO:

Holdings Report (check ONE of the following two boxes):

[ ]

As of, 20 , the date the Code was adopted (the “Applicable Date”), I did not have any direct or indirect Beneficial Ownership of any Reportable Securities.

[ ]

Attached as my INITIAL HOLDINGS REPORT is a complete list of all Reportable Securities in which I had any direct or indirect Beneficial Ownership as of the Applicable Date.

Accounts with Brokers, Dealers, Investment Managers and/or Banks (check ONE of the following two boxes):

[ ]

As of the Applicable Date, I did not directly or indirectly have any accounts with brokers, dealers, investment managers or banks in which any securities (including securities which are not Reportable Securities) were held and with respect to which I had any direct or indirect Beneficial Ownership.

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[ ]

All accounts maintained as of the Applicable Date with brokers, dealers, investment managers or banks in which securities (including securities which are not Reportable Securities) are held, and with respect to which I had any direct or indirect Beneficial Ownership are set forth below:

Name of Institution	Name (s) under which Account Maintained	Account Number

I hereby certify that I have read and understand the Code and that I will comply with all applicable requirements of the Code, and have reported to the CCO all holdings and accounts required to be reported under the Code. I have completed the Disciplinary History Questionnaire attached hereto as Appendix B and have documented any “Yes” answers to those questions fully and completely. I agree to promptly notify the CCO if any of the responses in the Questionnaire are no longer true and correct or are unlikely to be true and correct in the future. I have had the opportunity to ask questions of representatives of the Company concerning the Code. All information provided in this Report (including, without limitation, the Disciplinary History Questionnaire) is true and complete.

	Signed:

	Print Name:

	Date:

*	This Form and the Disciplinary History Questionnaire must be filed by all Access Persons within 10 days of the date of the adoption of the Code.

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INITIAL REPORT OF ALL REPORTABLE SECURITIES

Name of Access Person:

Date:

Ticker Symbol (or CUSIP)	Issuer and Title of Reportable Security	Number of Shares (or Principal Amount, if not a stock)	Name of Broker- Dealer or Bank in Which Security Held

Note: All information should be reported as of the Applicable Date. In lieu of completing the chart above, you may attach account statement(s), if such statement(s) contain at least the information requested above as of the Applicable Date. Please use additional sheets as needed.

Employee Signature:

Employee Name (Print):

Employee Date:

Reviewer Signature:

Reviewer Date:

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ANNUAL REPORT OF ALL REPORTABLE SECURITIES

Name of Access Person:

Date:

Ticker Symbol (or CUSIP)	Issuer and Title of Reportable Security	Number of Shares (or Principal Amount, if not a stock)	Name of Broker- Dealer or Bank in Which Security Held

Employee Signature:

Employee Name (Print):

Employee Date:

Reviewer Signature:

Reviewer Date:

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APPENDIX C to Code of Ethics and Professional Conduct

PHASECAPITAL DISCIPLINARY HISTORY QUESTIONNAIRE

The following questions are derived from the Securities and Exchange Commission’s (“SEC”) Form ADV, Part I. Your responses to this Questionnaire are important to the Company. If the Company or any affiliate registers as an investment adviser with the SEC, it will rely on your responses below in completing the Form ADV.

A.	In the past ten years, have you:

Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to any felony?

[ ] Yes [ ] No

Been charged with any felony?

[ ] Yes [ ] No

B.	In the past ten years have you:

Been convicted of or plead guilty or nolo contendere (“no contest”) in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses?

[ ] Yes [ ] No

Been charged with a misdemeanor listed in B(1)?

[ ] Yes [ ] No

C.	Has the SEC or the Commodity Trading Futures Commission (CFTC) ever:

Found you to have made a false statement or omission?

[ ] Yes [ ] No

Found you to have been involved in a violation of SEC or CFTC regulations or statutes?

[ ] Yes [ ] No

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Found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

[ ] Yes [ ] No

Entered an order against you in connection with investment-related activity?

[ ] Yes [ ] No

Imposed a civil money penalty on you or ordered you to cease & desist from any activity?

[ ] Yes [ ] No

D.	Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:

Found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

[ ] Yes [ ] No

Found you to have been involved in a violation of investment-related regulations or statutes?

[ ] Yes [ ] No

Found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

[ ] Yes [ ] No

In the past ten years, entered an order against you in connection with investment- related activity?

[ ] Yes [ ] No

Ever denied, suspended, or revoked your registration or license, or otherwise prevented you, by order, from associating with an investment-related business or restricted your activity?

[ ] Yes [ ] No

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E.	Has any self-regulatory organization or commodities exchange ever:

Found you to have made a false statement or omission, or been dishonest, unfair, or unethical?

[ ] Yes [ ] No

Found you to have been involved in a violation of its rules (other than a violation designated as a “minor rule violation” under a plan approved by the SEC)?

[ ] Yes [ ] No

Found you to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?

[ ] Yes [ ] No

Disciplined you by expelling or suspending you from membership, barring or suspending you from association with other members, or otherwise restricting your activities?

[ ] Yes [ ] No

F.	Has an authorization to act as an attorney, accountant, or federal contractor granted to you ever been revoked or suspended?

[ ] Yes [ ] No

G.	Are you now the subject of any regulatory proceeding that could result in a “yes” answer to any part of Item C., D., or E.?

[ ] Yes [ ] No

Has any domestic or foreign court:

in the past ten years, enjoined you in connection with any investment-related activity?

[ ] Yes [ ] No

ever found that you were involved in a violation of investment-related statutes or regulations?

[ ] Yes [ ] No

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ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you by a state or foreign financial regulatory authority?

[ ] Yes [ ] No

Are you now the subject of any civil proceeding that could result in a “yes” answer to any part of Item H (1)?

[ ] Yes [ ] No

************************************************************************

Explanation for any “Yes” answers above (attach additional sheets if necessary):

Item # _________

Explanation of Circumstances:

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