EX-99.(R)(2) 11 v445967_ex99-r2.htm CODE OF ETHICS OF VIVALDI ASSET MANAGEMENT, LLC

Exhibit 99(r)(2)

Code of Ethics

As Required by Rule 204A-1 of the Investment Advisers Act of 1940 &

Rule 17j-1 of the Investment Company Act of 1940

August 2016

CONFIDENTIAL: FOR INTERNAL COMPANY USE ONLY

CODE OF ETHICS

TABLE OF CONTENTS

I.	INTRODUCTION	1

II.	DEFINITIONS	1

III.	STANDARDS OF BUSINESS CONDUCT	4

IV.	MATERIAL NON-PUBLIC INFORMATION \| INSIDER TRADING	5

A.	Insider Trading Policy Statement	5

B.	What Is Material Information?	5

C.	What Is Nonpublic Information?	6

D.	What Is Insider Trading?	6

E.	Who Is an Insider?	6

F.	What Are the Penalties for Insider Trading?	6

G.	Procedures Designed to Detect and Prevent Insider Trading	7

V.	REPORTING OF PERSONAL SECURITIES TRANSACTIONS	8

A.	Initial Holdings Report	8

B.	Annual Holdings Report	8

C.	Duplicate Confirmations and Brokerage Account Statements	9

D.	Quarterly Transaction Reports	9

E.	Exceptions from Reporting Requirements	9

F.	Confidentiality of Reporting Under Code of Ethics	10

VI.	PRE-CLEARANCE PROCEDURES	10

A.	Obtaining Pre-Clearance	10

B.	Time of Clearance	10

C.	Form & Records	11

D.	Factors Considered in Pre-Clearance of Personal Transactions	11

E.	Monitoring of Personal Transactions After Pre-Clearance	11

VII.	PROHIBITED TRANSACTIONS	11

VIII.	ADMINISTRATION OF THE CODE OF ETHICS	12

A.	CODE VIOLATIONS & SANCTIONS	13

B.	RECORDKEEPING & REVIEW	13

IX.	CONFLICTS OF INTEREST	14

CODE OF ETHICS

INTRODUCTION

This Code of Ethics (the “Code”) establishes the standards of conduct and professionalism expected of Vivaldi Asset Management, LLC (“VAM” or the “Firm”) personnel. The Code is designed to:

Educate VAM personnel about the Firm’s expectations regarding their conduct as well as the laws and principles governing their conduct;

Protect the Firm’s clients through the establishment of policies and procedures regulating behavior related to the clients’ interests and, in turn, deterring misconduct by VAM personnel;

Instill in VAM personnel that they are fiduciaries, in a position of trust, and must act with complete propriety and in the best interests of the Firm’s clients at all times;

Establish procedures for Supervised Persons, as such term is defined below, to help ensure compliance with the fiduciary and ethical principles espoused by the Code;

Protect the Firm’s reputation; and

Guard against violations of the Federal Securities Laws, as such term is defined below, including the standards set forth in Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

All questions or comments regarding this Code should be directed to VAM’s Chief Compliance Officer.

II.

DEFINITIONS

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in VAM’s Compliance Manual.

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

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. Supervised Persons must provide a copy of their Automatic Investment Plan to the Chief Compliance Officer and obtain approval prior to its institution.

Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended. Under Rule 16a-1(a)(2), beneficial owner means any person who, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise has or shares a direct or indirect pecuniary interest in any Security. Although the list is not exhaustive, a Supervised Person (as such term is defined below) would be the beneficial owner of the following:

Securities held in the Supervised Person’s own name;

Securities held with another in joint tenancy, as tenants in common, as tenants by the entirety or in other joint ownership arrangements;

Securities held by a bank or broker as a nominee or custodian in the Supervised Person’s name or pledged as collateral for a loan; and

Securities owned by a corporation, trust, partnership or other entity, which the Supervised Person controls, either directly or indirectly, or which is under the Supervised Person’s common control.

Business Contacts means other investment advisers and asset managers; brokers and securities salespersons; law firms; accounting firms; suppliers and vendors; and any other individual or organization with whom VAM has or is considering a business or other relationship, including members of the press and trade organizations. For purposes of this Code, multiple individuals employed by the same entity shall be considered a single business contact.

CCO means VAM’s Chief Compliance Officer or her designee.

Covered Securities refers to any Security that a Supervised Person must report to the CCO and must disclose through the Firm’s compliance software system, Financial Tracking, but for purposes of this Code will not include:

Direct obligations of the U.S government;

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

Shares issued by money market mutual funds;

Shares issued by unaffiliated open-end mutual funds;

Shares issued by unit investment trusts that are invested exclusively in one or more unaffiliated open-end mutual funds; and

Exchange Traded Funds (“ETFs”) if they hold fewer than fifteen (15) positions.

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

Federal Securities Laws means the Securities Act (as such term is defined below), the Exchange Act, the Investment Company Act (as such term is defined below), the Advisers Act, Title V of the GLBA (as such term is defined below), the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act of 1970, each as amended, as it applies to investment advisers, and any rules adopted by the SEC or the U.S. Department of the Treasury.

GLBA means the Gramm-Leach-Bliley Act.

Immediate Family means any of the following relationships sharing the same household: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, as well as minor children not sharing the same household (e.g., boarding school) or dependents not sharing the same household but for whose benefit any accounts have been established over which a Supervised Person maintains control.

Initial Public Offering means an offering of securities registered under 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 Exchange Act.

Investment Company Act means the Investment Company Act of 1940, as amended.

Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505 or Rule 506 thereunder. Securities issued by any private collective investment vehicle, commonly referred to as a hedge fund, are included within this term.

Pecuniary Interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. An indirect pecuniary interest includes:

Securities held by a member of a Supervised Person’s Immediate Family. Supervised Persons may request that a member of their Immediate Family be excluded from the reach of the Code by contacting the CCO and demonstrating why such exclusion would be appropriate.

A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership.

A person’s right to dividends that are separated or separable from the securities.

A trustee’s pecuniary interest in securities holdings of a trust and any pecuniary interest of any immediate family member of such trustee (such pecuniary interest being to the extent of the beneficiary’s pro rata interest in the trust).

A beneficiary of a trust if:

The beneficiary shares investment control with the trustee (such pecuniary interest being to the extent of the beneficiary’s pro rata interest in the trust); or

The beneficiary has investment control with respect to a trust transaction without consultation with the trustee.

Remainder interests do not create a pecuniary interest unless the person with such interest has the power, directly or indirectly, to exercise or share investment control over the trust.

A settlor or grantor of a trust if such person reserves the right to revoke the trust without the consent of another person, unless the settlor or grantor does not exercise or share investment control over the securities.

A shareholder will not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

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

Restricted List means the list of securities in which trading by Supervised Persons is prohibited, and also includes options or derivatives on such securities.

SEC means the United States Securities and Exchange Commission.

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

Security generally will have the meaning set forth in Section 202(a)(18) of the Advisers Act, and includes:

Any note, stock, treasury stock, Security future, bond, debenture or evidence of indebtedness;

Any certificate of interest or participation in any profit-sharing agreement;

Any collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, or certificate of deposit for a Security;

Any 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;

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, guarantee of or warrant or right to subscribe to or purchase any of the foregoing.

Supervised Person means any member, officer, director, manager or employee, intern, temporary, and/or contract employee as applicable to VAM’s business, or other person occupying a similar status or performing similar functions for VAM, or any other person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm. For the avoidance of doubt, outside consultants assisting the Firm are not considered Supervised Persons, nor are employees, interns or temporary contract employees who perform a purely clerical, administrative or support function, as determined by the CCO and notified to such individual in writing in advance. It is the CCO’s responsibility to identify all Supervised Persons under the Code and make them aware of their obligations under the Code.

III.

STANDARDS OF BUSINESS CONDUCT

VAM seeks to foster a reputation for integrity and professionalism. The Firm views its reputation as a vital business asset and values the trust placed in it by its clients. The Firm has adopted this Code to further protect its reputation and to ensure compliance with federal securities laws, as well as to meet the fiduciary duty owed to its clients.

As a fiduciary, the Firm has an affirmative duty of care, honesty, loyalty and good faith to act in the best interests of its clients. VAM views its clients’ interests as of paramount importance and believes that its clients’ interests come before the Firm’s interests. The Firm also strives to identify and avoid conflicts of interest, however such conflicts may arise.

All Supervised Persons must comply with this Code, as well as with all applicable securities laws.

Prohibited Behaviors

Supervised Persons must not, directly or indirectly:

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

Make to a client or prospective client any untrue statement of a material fact or omit to state to a client a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice or course of conduct that is fraudulent, deceptive or manipulative, including the making of statements that omit material facts;

Knowingly buy or sell a Security requiring pre-approval without obtaining such pre-approval;

Use his or her position, or any investment opportunities presented by virtue of his or her position, to personal advantage or to the detriment of a client or prospective client;

Provide any investment advice (i.e., advice as to the value of securities, or as to the advisability of investing in, purchasing or selling securities) or portfolio management services for compensation to any person, other than a VAM client, under any circumstances, unless such arrangement is disclosed to and approved by the CCO;

Serve on the board of directors or creditor or investment committee of any organizations other than VAM without the prior approval of the CCO;

Trade mutual fund shares after the close of trading (i.e., participate in “late trading”);

Engage in “market timing” transactions involving mutual fund shares (i.e., attempt to gain short term profits from buying and selling mutual funds to benefit from the difference between the daily closing prices); or

Enter an order or make an investment that anticipates (i.e., front runs) or competes with a fund order or investment.

IV.

MATERIAL NON-PUBLIC INFORMATION | INSIDER TRADING

Insider Trading Policy Statement

VAM seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. To further that goal, this Code implements procedures to deter misuse of material nonpublic information.

VAM forbids VAM personnel and members of their Immediate Family from trading, either personally or on behalf of others, while in possession of material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is referred to as insider trading, and the policy prohibiting insider trading applies to every VAM member, officer and employee (whether full-time or temporary) and extends to activities within and outside their duties at the Firm.

Trading securities while in possession of material nonpublic information or improperly communicating that information to others may expose an individual to stringent penalties. Criminal sanctions may include a maximum prison sentence of 20 years and a fine for individuals of $5,000,000 or for non-natural persons (such as an entity whose securities are publicly traded) of $25,000,000. In addition, the SEC can seek to recover profits gained or losses avoided through trading on inside information. They can also impose a penalty of up to three times the illicit windfall and they can issue an order barring individuals from the securities industry. Anyone found guilty of insider trading may also be sued personally by investors seeking to recover damages for insider trading violations.

What Is Material Information?

Trading on inside information is not a basis for liability unless the information is material. Material information is generally defined as information (a) for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions or (b) that is reasonably certain to have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material. Assessments of materiality involve a highly fact-specific inquiry. Any questions about whether information is material should be directed to the CCO.

Material information often relates to a company’s results and operations. The SEC has stated that advance information about the following is generally considered to be material:

Earnings;

Mergers, acquisitions, tender offers, or developments regarding customers or suppliers (i.e., the acquisition or loss of a contract);

Changes in control or in management;

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

Events regarding the 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); and

Bankruptcies or receiverships.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Note though that material information does not have to relate to a company’s business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the United States Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or unfavorable.

What Is Nonpublic Information?

Information is considered nonpublic until it has been effectively disseminated broadly to investors in the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information is considered public (a) after it has become available to the general public through a public filing with the SEC or some other governmental agency or has been distributed through the Dow Jones news wire, Bloomberg, Reuters Economic Services, The Wall Street Journal or other publications of general circulation, and (b) after sufficient time has passed so that the information has been disseminated widely.

What Is Insider Trading?

The term “insider trading” is not defined in the Federal Securities Laws, but generally is used to refer to the use of material nonpublic information to trade in securities, whether or not one is an insider, or to the communication of material nonpublic information to others. The law generally prohibits:

Trading by an insider while in possession of material nonpublic information;

Trading by a non-insider while in possession of material nonpublic information, 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 material nonpublic information to others.

Who Is an Insider?

The concept of who is considered an insider is broad. It generally includes officers, directors, managers 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 conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. Sitting on the board of an issuer could cause Supervised Persons to be deemed temporary insiders of the company of the board on which the Supervised Person sits. In addition, the Firm may become a temporary insider of a company that it advises, for which it performs other services, or in which it is considering an investment or acquisition.

What Are the Penalties for Insider Trading?

As noted above, penalties for trading on or communicating material nonpublic information 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;

Treble damages;

Disgorgement of profits;

Jail sentences;

Fines for the person who committed the violation; and

Fines for the employer or other controlling person.

In addition to the above, violations of VAM’s insider trading policy may also result in internal discipline, up to and including dismissal of the person or persons involved, and other legal action.

Procedures Designed to Detect and Prevent Insider Trading

Identifying Insider Information

Before trading securities, a Supervised Person should ask him or herself the following questions regarding information in his or her possession:

What was the source of the information? Consider carefully whether the information was obtained from any insiders, including any temporary insiders.

What is the nature of the information? Consider what the information covers (ex: earnings; material contracts or relationships; planned trades).

Is the information material? Is this information that an investor would consider important in making his or her investment decision? Is this information that would substantially affect the market price of the Security if generally disclosed?

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, or other publications of general circulation? Has the information been effectively communicated to the marketplace by being filed with the SEC or the subject of an issuer press release?

If, after consideration of the above, an individual believes that the information is material and/or nonpublic, or if questions remain as to whether the information qualifies as such, the following steps should be taken:

Report the information and proposed trade immediately to the CCO;

Refrain from any purchase or sale of such Security in question; and

Do not further communicate the information inside or outside VAM other than to the CCO.

After the CCO has reviewed the information provided and any other relevant information, she will either provide instructions to continue the prohibitions against trading and communication (in which case the Security will be added to the Restricted List), or will allow trading in the Security and communication regarding the information.

Restricted Access to Material Nonpublic Information

Information that is identified as material and nonpublic may not be communicated to anyone outside of VAM and should only be communicated within VAM to those personnel who have a reasonable business need to know such information and understand that such information is governed by this policy. In addition, care should be taken so that such information is kept secure. At a minimum, individuals should adhere to the following procedures:

Files containing material nonpublic or sensitive information should be handled with care. Such information should not be left lying in conference rooms or left out in offices or on desks but rather should be locked in file drawers or cabinets overnight or during an absence from the office. Additionally, such sensitive information stored in computer systems and other electronic files should be kept secure and password protected.

Appropriate controls for the reception and oversight of visitors to sensitive areas should be maintained. For example, visitors should be accompanied while in VAM’s offices and should not be left unattended in areas where access to nonpublic information or recommendations may be obtained.

Document control procedures, such as numbering counterparts and recording their distribution, and shredding papers containing material nonpublic information should be used where appropriate.

Business conversations should be avoided in public places, such as elevators, hallways, restrooms and public transportation or in any other situation where such conversations may be overheard.

Rumor Control

VAM strictly prohibits the use or spreading of rumors. VAM personnel should be aware that all company emails may be monitored for inappropriate or illegal communications, including the creation or dissemination of false market or securities related rumors.

Restricted List

VAM maintains a Restricted List. The Restricted List includes securities about which the Firm or its Supervised Persons may have material nonpublic information¹ and any options or derivatives on such securities. Supervised Persons should review the Firm’s Restricted List prior to entering any buy or sale of public securities. The securities of any company included on the Restricted List generally may not be purchased or sold by any Supervised Person. A Supervised Person wishing to trade a Security on the Restricted List should contact the CCO. However, trading approval from the CCO is rare in situations when a Security has been placed on the Restricted List.

REPORTING OF PERSONAL SECURITIES TRANSACTIONS

Initial Holdings Report

Within ten (10) days of becoming a Supervised Person, each Supervised Person must submit a list of all brokerage accounts held by him or herself as well as accounts over which he or she maintains a beneficial interest and information on the holdings within those accounts.² Holdings information must be current as of a date no more than forty-five (45) days from the date he or she becomes a Supervised Person. A copy of Initial Holdings Report template is attached as Appendix B.

Annual Holdings Report

Annually, by January 30^th of each year, each Supervised Person shall complete and submit to the CCO an Annual Certification and Holdings Report on the form attached as Appendix C. The information contained therein must be current as of a date no more than forty-five (45) days before the Annual Certification and Holding Report is submitted.

¹ The Restricted List shall include any publicly traded securities which are being held by or traded in by any of VAM’s fund clients.

² Supervised Persons may provide copies of account statements in lieu of preparing a separate report on the holdings in those accounts.

Duplicate Confirmations and Brokerage Account Statements

Any time a Supervised Person opens a new brokerage account, he or she must enter information about the new account in Financial Tracking and print and send a copy of the Rule 407 Letter to the account’s custodian so that the Firm is set up to receive duplicate trade confirmations and statements.

Quarterly Transaction Reports

Within thirty (30) days after the end of each calendar quarter, each Supervised Person shall make a written report to the CCO of all transactions in Covered Securities occurring in the quarter in which he or she had any direct or indirect Beneficial Ownership. Such report is hereinafter called a "Quarterly Transaction Report." Except as provided in Section (E) below, a Quarterly Transaction Report shall be on the form attached as Appendix D and must contain the following information with respect to each reportable transaction:

Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

Title (and as applicable, the exchange ticker symbol or CUSIP number), number of shares or principal amount of each Covered Security and the price at which the transaction was effected;

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

The date the Supervised Person submitted the Quarterly Transaction Report.

A Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership of any Security to which the report relates.

Exceptions from Reporting Requirements

A Supervised Person need not submit an Initial Holdings Report, a Quarterly Transaction Report or an Annual Holdings Report with respect to any securities held in an account over which the Supervised Person does not exercise, directly or indirectly, any influence or control provided, however, that such influence or control shall be presumed to exist in the case of the account of an Immediate Family member of the Supervised Person who lives in the same household as the Supervised Person, absent a written determination by the CCO to the contrary.

A Supervised Person need not submit a Quarterly Transaction Report with respect to any transaction effected pursuant to an Automatic Investment Plan.

In lieu of submitting a Quarterly Transaction Report, a Supervised Person may arrange for the Firm to be sent duplicate confirmations and statements for all accounts through which transactions in Securities in which the Supervised Person has any direct or indirect Beneficial Ownership are effected, so long as the CCO receives the confirmation or account statements no later than thirty (30) days after the end of the calendar quarter. However, a Quarterly Transaction Report must be submitted for any quarter during which the Supervised Person has acquired or disposed of direct or indirect Beneficial Ownership of any Covered Security if such transaction was not in an account for which duplicate confirmations and statements are being sent. Supervised Persons who are associated persons of the Firm and who provide duplicate confirmations and statements for their accounts to the Firm will be deemed to satisfy the requirement to submit a Quarterly Transaction Report if such confirmations and statements reflect all transactions in Covered Securities required to be reported by them hereunder. VAM shall deliver such confirmations and statements or analysis thereof to permit the CCO to ascertain compliance with this Code. Any Supervised Person relying on this Section(E) shall be required to certify as to the identity of all accounts through which Covered Securities in which they have direct or indirect Beneficial Ownership are purchased, sold and held.

Each Supervised Person is responsible for taking the initiative to comply with the requirements of this section. Any effort by VAM to facilitate the reporting process does not change or alter that responsibility.

Confidentiality of Reporting Under Code of Ethics

The CCO will keep any reports received under this Code confidential, except to the extent that the CCO is required to disclose the contents of such reports to regulators.

VI.

PRE-CLEARANCE PROCEDURES

Obtaining Pre-Clearance

Pre-clearance of a personal transaction in a Security required to be approved must be obtained from the CCO, or a person who has been authorized by the CCO to pre-clear transactions. Each of these persons is referred to in this Code as a "Clearing Officer." The CCO’s pre-clearance requests will be reviewed by a Clearing Officer. A Clearing Officer seeking pre-clearance with respect to his or her own transaction shall obtain such pre-clearance from another Clearing Officer.

Prior to requesting pre-clearance from a Clearing Officer, each Supervised Person shall ask a Clearing Officer whether the applicable Security is eligible for preclearance under this Code. Upon receipt of the inquiry, the Clearing Officer will determine if a) VAM’s clients have any open orders or pending transactions in that Security; or b) the Security is on the Restricted List. If either of the preceding criteria apply, the Supervised Person will generally be ineligible for pre-clearance.

Time of Clearance

A Supervised Person may pre-clear trades only in cases where such person has a present intention to effect a transaction in the Security for which pre-clearance is sought. It is not appropriate for a Supervised Person to obtain a general or open-ended pre-clearance to cover the eventuality that he or she may buy or sell a Security at some future time depending upon market developments. Consistent with the foregoing, a Supervised Person may not simultaneously request pre-clearance to buy and sell the same Security.

Pre-clearance of a trade shall be valid and in effect only for the day for which it is given; provided, however, that a pre-clearance expires upon the person becoming aware of facts or circumstances that would prevent a proposed trade from being pre-cleared were such facts or circumstances made known to a Clearing Officer. Accordingly, if a Supervised Person becomes aware of new or changed facts or circumstances that give rise to a question as to whether pre-clearance could be obtained if a Clearing Officer was aware of such facts or circumstances, the person shall be required to so advise a Clearing Officer before proceeding with such transaction.

Form & Records

All pre-clearance requests must be submitted through Financial Tracking.

Copies of all completed pre-clearance forms, along with the Clearing Officer’s approval / disapproval and any comments related thereto, shall be retained electronically in Financial Tracking.

Factors Considered in Pre-Clearance of Personal Transactions

A Clearing Officer may refuse to grant pre-clearance of a personal transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, a Clearing Officer will consider the following factors in determining whether or not to pre-clear a proposed transaction:

Whether the amount or nature of the transaction or person making it is likely to affect the price or market for the Security;

Whether the person making the proposed purchase or sale is likely to benefit from purchases or sales being made or being considered on behalf of one of the Firm’s clients; and

Whether the transaction is likely to adversely affect any of the Firm’s clients.

Monitoring of Personal Transactions After Pre-Clearance

After preclearance is given to a Supervised Person, the CCO shall review on a test basis each Supervised Person's transactions to ascertain whether pre-cleared transactions have been executed for the day of preclearance and whether such transactions were executed as required.

A Clearing Officer’s transactions should be reviewed by another Clearing Officer on a test basis to ascertain whether pre-cleared transactions have been executed for the day of preclearance and whether such transactions were executed as required.

VII.

PROHIBITED TRANSACTIONS³

Supervised Persons are prohibited from trading in equity Securities (i.e. common and preferred stocks and derivatives thereon) unless the transaction is a sale of equity securities held as of the time the current version of the Code is released. For the avoidance of doubt, Supervised Persons are permitted to trade in ETFs.

Supervised Persons may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Security in an Initial Public Offering or a Limited Offering unless he or she obtains pre-clearance.

Supervised Persons may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Security, and may not sell or otherwise dispose of any Security in which he or she has direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering into the transaction that that VAM has an open order to purchase or sell the Security.

³ The prohibitions of this section apply to Securities acquired or disposed of in any type of transaction, including but not limited to non-brokered transactions, such as purchases and sales of privately placed Securities and Securities acquired directly from an issuer, except to the extent that one of the exemptions from the prohibitions set forth in this Code is applicable.

For purposes of administering this Code, Supervised Persons shall be presumed to have the requisite knowledge of VAM client transactions so as to require pre-clearance, regardless of whether such persons actually have such knowledge. Accordingly, all Supervised Persons shall obtain pre-clearance of all transactions in Securities in accordance with this section except in the case of a transaction as to which one of the exceptions from pre-clearance set forth below applies:

Purchases that are made via an Automatic Investment Plan (however, this exception does not apply to optional cash purchases pursuant to a DRIP);

Purchases and sales/redemptions of shares of registered, open-end mutual funds, other than (a) shares of ETFs or (b) shares of registered mutual funds for which VAM is the advisor or sub-advisor;

Bank certificates of deposit and bankers' acceptances;

Commercial paper and high quality debt instruments (including repurchase agreements) with a stated maturity of 12 months or less;

U.S. Treasury obligations;

Purchases of rights issued by an issuer pro rata to all holders of a class of its Securities, if such rights are acquired from such issuer, and the exercise of such rights;

Involuntary (i.e., non-volitional) purchases, sales and transfers of Securities;

Transactions in an account over which the Supervised Person does not exercise, directly or indirectly, any influence or control; provided, however, that such influence or control shall be presumed to exist in the case of the account of an Immediate Family member of the Supervised Person who lives in the same household as the Supervised Person, absent a written determination by the CCO to the contrary; and

Transactions in Securities of a type that are not permissible investments for VAM’s clients.

VIII.

ADMINISTRATION OF THE CODE OF ETHICS

The Firm will provide all Supervised Persons with a copy of this Code and with any amendments. Each Supervised Person must provide the CCO with a written acknowledgement of his or her receipt of the Code and any amendments.

Each Supervised Person must report violations of this Code promptly to the CCO if he or she has any reason to believe he or she may have failed to comply with (or has become aware of another person’s failure to comply with) any of the policies and procedures set forth in this Code). It is a fundamental business priority that VAM personnel cooperate in ensuring not only literal compliance with all required policies and procedures but also in fostering a comprehensive “culture of compliance.”

To promote the reporting of violations, this may be done anonymously by leaving a written description of the incident in question on the CCO’s desk or office chair in a sealed envelope when she is away from her desk or by mailing such description to the CCO. No VAM personnel will be penalized in any respect for reporting a violation or suspected violation even if no violation in fact has occurred.

Additionally, to detect possible insider trading violations, the CCO will (i) regularly review reports comparing the Firm’s Restricted List against trading by Supervised Persons in their personal brokerage accounts and (ii) regularly review email to determine if Supervised Persons are in possession of material and non-public information.

The CCO may, under circumstances that she deems appropriate and not opposed to the interests of the Firm’s clients, create exceptions to requirements under this Code so long as they are not expressly prohibited under the Federal Securities Laws.

The CCO will retain documentation of all exceptions to the Code of Ethics, including a reason for the exception.

CODE VIOLATIONS & SANCTIONS

Strict compliance with the rules in this Code is required. Supervised Persons should seek advice from the CCO whenever uncertainty exists about their obligations under this Code.

Supervised Persons should report any violation or suspected violation of this Code promptly to the CCO. Any violation or suspected violation involving the CCO should be brought to the attention of the Firm’s CEO or President. The CCO will inquire on an annual basis whether a Supervised Person has reason to believe that another Supervised Person or employee is in material breach of this Code or any of the Firm’s policies and procedures. No Supervised Person who makes a good faith report or who cooperates in good faith with the Firm’s investigation shall be subject to retaliation, including harassment or any adverse consequences, as a result of making a report. The CCO will investigate all reported violations or potential violations and make a recommendation to the Firm’s members as to her findings.

Supervised Persons should also inform the CCO upon receipt of any regulatory requests for information as part of an investigation or an inquiry.

Individuals violating this Code may be subjected to sanctions, up to and including termination. Violations of this Code may also result in criminal penalties, civil liabilities, or both.

RECORDKEEPING & REVIEW

The Firm will retain records relevant to this Code for a period of no less than five (5) years following the end of the fiscal year during which the last entry was made on such record, the most recent two (2) years of which will be retained on-site. The CCO shall maintain all records in accordance with Rule 17j-1 under the Investment Company Act and Rules 204A-1 and 204-2 under the Advisers Act. In particular, the CCO will maintain the following records:

A copy of the current Code as well as copies of Codes that were in effect at any time within the past five (5) years;

Records of violations of the Code, if any, including records of the actions taken subsequent to such violations;

Signed acknowledgements from each person who is currently, or was at some point during the past five (5) years, subject to the Code. This acknowledgement will represent an obligation to adhere to the standards and provisions set forth in the Code;

A record of the names of all persons who were Supervised Persons at any time within the past five (5) years;

A record of each transaction and holding report made by a Supervised Person, and, if applicable, all brokerage account statements received by the Firm for a Supervised Person;

A record of any decision, and the reason therefor, to permit an investment by a Supervised Person in an Initial Public Offering or Limited Offering;

A copy of all annual compliance reports prepared by VAM’s CCO to each registered fund client’s Chief Compliance Officer and its Board of Trustees as described below; and

A log of all political contributions.

The CCO will review this Code and its operation annually, and may make any amendments as a result of that review. The CCO also may make material amendments to the Code at any time during the calendar year. Any amendments or modifications to the Code will be promptly distributed or otherwise communicated to all Supervised Persons.

All information supplied under these procedures, including transaction and holdings reports (initial, quarterly and annual reports), will be reviewed by the CCO for compliance with these policies and procedures. The CCO will review all account statements and reports within 30 days after receipt. Such review shall:

address whether Supervised Persons followed internal procedures, such as pre-clearance;

compare Supervised Person transactions to any restrictions in effect at the time of the trade, including securities on the Restricted List; and

periodically analyze the Supervised Person’s overall trading for patterns that may indicate abuse.

In addition, on a periodic basis, but not less than annually, VAM’s CCO shall prepare a written report to each registered fund client’s Chief Compliance Officer and its Board of Trustees setting forth the following:

A description of any issues arising under the Code or underlying procedures since the last report to the Board including, but not limited to, information about material violations of the Code or underlying procedures and sanctions imposed in response to the material violations.

A certification on behalf of VAM that VAM has adopted procedures reasonably necessary to prevent Supervised Persons from violating the Code; and

A summary of existing procedures concerning personal investing and any changes in procedures made during the past year.

IX.

CONFLICTS OF INTEREST

Every employee shall notify the CCO of any business, family, or personal relationship or dealing with a client, service provider, or any other person that may present the employee or the Firm with an actual or potential material conflict of interest. The CCO will maintain records of any conflicts of interest reported by employees or that are otherwise applicable to the Firm as determined by Firm management. Supervised Persons are required to complete VAM’s Conflicts Questionnaire at least annually, attached as Appendix E.

APPENDIX A

FORM OF COMPLIANCE CERTIFICATE

VIVALDI ASSET MANAGEMENT LLC

To the Chief Compliance Officer:

I,__________________________________________, have received a copy of the Firm’s Compliance Manual and Code of Ethics, together with all amendments and supplements (collectively, the “Compliance Manual”) and certify to the Firm as follows:

(1) I have read and understand the Compliance Manual and Code of Ethics and recognize that I am subject to it;

(2) I have complied with the requirements of the Compliance Manual and Code of Ethics and will continue to comply with it;

(3) I have reported and will continue to report all information required to be reported pursuant to the Compliance Manual and Code of Ethics;

(4) I understand and agree to comply with the Compliance Manual and Code of Ethics, and acknowledge and agree that my failure to comply with such policies and procedures may result in my discipline or dismissal and/or other penalties as described in the Policy;

(5) I also certify that I have not engaged in any illegal activity nor do I have any disciplinary history in the financial services industry;

(6) I have disclosed all outside business activities and outside business affiliations upon accepting employment at the Adviser and I update this annually as needed; and

(7) I agree to follow the confidentiality and Security standards for handling VAM and VAM’s Client’s information outlined in the Compliance Manual and Code of Ethics.

Name (Please Print):

Signature:

Date:___________________________

A-1

APPENDIX B

Initial Certification of Compliance with Code of Ethics

and initial holdings report

Vivaldi Asset Management LLC

I certify that I have listed below: (1) the title and type of Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which I had any Beneficial Ownership as of the day I became a Supervised Person; and (2) the name of each broker, dealer or bank at which an account is maintained through which any Securities in which I have any Beneficial Ownership are held, purchased or sold; which shall constitute my Initial Holdings Report. In lieu of listing all transactions in Covered Securities required to be reported by the Code, check the box below, “See Attached Brokerage Statement(s)” and provide a copies of statements for each brokerage account dated within forty-five (45) days of the date of this certification.

Title and Type of Covered Security	Exchange Ticker Symbol or CUSIP Number (as Applicable)	Number of Shares	Principal Amount

¨ See Attached Brokerage Statement(s)

Brokerage Accounts: Please list all accounts over which you or a household member has beneficial ownership.

Date Submitted:_______________

Print Name: _____________________

Signature:________________________

B-1

APPENDIX C

annual certification of compliance with code of ethics

and annual holdings report

Vivaldi Asset Management LLC

I have read and I understand the Code of Ethics of Vivaldi Asset Management (the "Code"). I recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein. I certify that I have complied in all respects with the requirements of the Code as in effect during the past year. I also certify that all transactions during the past year that were required to be reported by me pursuant to the Code have been reported in Quarterly Transaction Reports that I have submitted to the Chief Compliance Officer or in confirmations and statements for each account through which any Securities in which I have any Beneficial Ownership are held, purchased or sold, that have been sent to the Chief Compliance Officer.

I certify that I have listed below: (1) the title and type of Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which I had any Beneficial Ownership as of December 31 and (2) the name of each broker, dealer or bank at which an account is maintained through which any Securities in which I have any Beneficial Ownership are held, purchased or sold; which shall constitute my Annual Holdings Report. In lieu of listing all transactions in Covered Securities required to be reported by the Code, pursuant to Section VI(C) of the Code, check the box below, “See Attached Brokerage Statement(s).”

Title and Type of Covered Security		Exchange Ticker Symbol or CUSIP Number (as Applicable)		Number of Shares		Principal Amount

¨ See Attached Brokerage Statement(s)

Brokerage Accounts: Please list all accounts over which you or a household member has beneficial ownership.

Date Submitted:			Print Name:
			Signature:

C-1

APPENDIX D

QUARTERLY TRANSACTION REPORT

Vivaldi Asset Management LLC

For the Calendar ____ Quarter Ended: ______________, 20__

To:

Chief Compliance Officer

A. Securities Transactions. During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to Section VI(B) of the Code of Ethics. (If no such transactions took place write "NONE".) In lieu of listing all transactions in Covered Securities required to be reported by Section VI(B) of the Code, check the box below, “See Attached Brokerage Statement(s).”

Title of
Security

CUSIP
Number

Interest Rate
and Maturity
Date (If
Applicable)

Date of
Transaction

Number of
Shares or
Principal
Amount

Dollar
Amount of
Transaction

Nature of
Transaction
(Purchase, Sale,
Other)

Price

Broker/Dealer or
Bank Through
Whom
Effected

¨ See Attached Brokerage Statement(s)

______________

B. New Brokerage Accounts. During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

Name of Broker, Dealer or Bank

Date Account Was Established

C. Other Matters. This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Date:			Signature:
			Print Name:

D-1

APPENDIX E

Conflicts Questionnaire supplement
Vivaldi Asset Management LLC

Vivaldi Asset Management, LLC is required to monitor Supervised Persons’ circumstances which may pose a potential conflict with our management of our clients’ accounts. Please complete this questionnaire and disclose the required information at least annually. If during the year, your activities or associations change in a way that would change your responses, you must promptly notify the CCO of such change(s).

Please disclose the requested information for any entity (including any commercial business or not-for-profit organization) other than the Firm in which, or from which, you (1) receive compensation; (2) take an active role in making management decisions; (3) serve as an officer, director or general partner; or (4) provide any advice about investments.

	Name of Entity:	Nature of Affiliation or Title:	Public Company
1.			Yes/No
2.			Yes/No
3.			Yes/No
4.			Yes/No
5.			Yes/No

None ___________

Please disclose whether your spouse or any immediate family member (including your parents, child or siblings) currently conducts business or works for an entity that conducts business with the Firm or is involved in or works for a securities-related business (e.g. an investment adviser, broker-dealer, or bank).

Describe:

None ___________

E-1

Please disclose whether your spouse or any immediate family member (including your parents, children or siblings) currently works for a public company.

Describe:

None ___________

Please note that these questions are intended to be broad in scope. If you have any question as to whether any particular arrangement or relationship should be disclosed on this form, please consult the Compliance Officer.

Signature:

Print Name:

Date:

E-2

Employee Name

Account Type

Brokerage Firm

Account Number