EX-99.(P)(8) 9 simplifyetf_exp8.htm EXHIBIT (P)(8)

 

Exhibit (p)(8)

 

 

Gamma Asset Management, LLC

 

 

Ochoa 500 Building, La Tanca Street, Suite 305 San Juan, Puerto Rico 00901
Telephone: (787) 957-3260

 

 

 

Code of Ethics

 

 

 

April 2022

 

 

 

 

 

This document contains confidential information created and maintained by Gamma Asset
Management, LLC and should not be reproduced without prior written authorization.

 

 

 

 

Table of Contents

 

 

Section 1: Scope   1
Relevant Exhibits   1
Persons Covered by the Code   1
Securities Covered by the Code   2
Accounts Covered by the Code   2
Indirect Interest or Control   3
Beneficial Interest or Control - Trusts   3
Section 2: Statement of General Principles and Code of Conduct   4
Relevant Exhibits   4
Code of Conduct   4
Compliance with Laws, Rules and Regulations   5
Conflicts of Interest   5
Corporate Opportunities   5
Competition and Fair Dealing   6
Confidentiality   6
Privacy of Client Financial Information   6
Protection and Proper Use of the Company’s Assets   6
Payments to Government Personnel   7
Waivers of the Code   7
Disclosures and Controls   7
Section 3: Fiduciary Capacity   8
Relevant Exhibits   8
Fiduciary Duty   8
Fiduciary Principles   8
Section 4: Insider Trading   10
Relevant Exhibits   10
Who is an Insider?   10
What is Material Information?   11
What is Non-Public Information?   11
Penalties for Insider Trading   12
Procedures to Implement Insider Trading Policy   12
Restricted/Watch Lists   13
Violations   13
Procedures   14
Section 5: Personal Securities Reporting   15
Relevant Exhibits   15
Procedures for Initial and Annual Reporting of Personal Securities Holdings   15
Procedures for Quarterly Reporting of Personal Securities Transactions   15
Reporting   16
IPOs and Private Placements Policy Pre–clearance   16
Exceptions to Reporting   16
Procedures   17

 

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Section 6: Outside Business Activities Policy and Reporting   18
Relevant Exhibits   18
Outside Business Activities   18
Preapproval   18
Executor/Trustee   18
Procedures   18
Section 7: Gifts and Entertainment Policy   19
Relevant Exhibits   19
Gifts and Entertainment   19
Section 8: Social Media and Networking Policy   20
Relevant Exhibits   20
Policy   20
Procedures   22
Section 9: Political Contributions Policy and Reporting   23
Relevant Exhibits   23
Background   23
Policy   23
Section 10: Code of Ethics Acknowledgements   24
Relevant Exhibits   24
Procedures   24
Section 11: Form ADV Disclosure   25
Relevant Exhibits   25
Section 12: Violations and Sanctions   26
Relevant Exhibits   26
Reporting any Illegal or Unethical Behavior or Violations of this Code   26
Sanctions   26
Section 13: Compliance Oversight   27
Relevant Exhibits   27
Section 14: Recordkeeping   28
Relevant Exhibits   28
Acknowledgements:   G-1

 

EXHIBITS

 

Exhibit A – Covered Persons   A-1
Exhibit B – Pre-Clearance Request Form   B-1
Exhibit C – Quarterly Personal Securities Transaction Report   C-1
Exhibit D – Initial / Annual Holdings Report   D-1
Exhibit E – Outside Business Activities Disclosure Form   E-1
Exhibit F – Outside Business Pre-Approval Form   F-1
Exhibit G – Initial / Annual Acknowledgement Report   G-1
Exhibit H – Definitions   H-1

 

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Code of Ethics

 

 

Investment advisers organized under the laws of Puerto Rico and/or doing business in Puerto Rico are subject to the laws of the United States and all applicable rules and regulations promulgated by the Securities and Exchange Commission (the SEC) and the local regulator in Puerto Rico, the Office of the Commissioner of Financial Institutions of Puerto Rico (OCFI).

 

The Investment Advisers Act of 1940 (“Advisers Act”) requires all Securities and Exchange Commission (SEC) registered investment advisers to adopt Codes of Ethics. In addition, the Uniform Securities Act of Puerto Rico (“Securities Act”) requires every investment adviser has the responsibility of establishing, executing, and maintaining a system for the: supervision of the activities of its representatives or agents and of the operations of its branches. Such supervision system shall be designed to assure compliance with applicable laws and regulations. Also referred to as the “Regulation under the Uniform Securities Act”.

 

This Code of Ethics has been adopted by Gamma Asset Management, LLC (the “Company” or the “Adviser”) and sets forth standards of business conduct and requires compliance with federal and local securities laws. In addition, the Code of Ethics addresses personal securities trading and requires reporting of personal holdings and securities transactions of certain employees.

 

The persons named below are responsible for compliance with all regulatory jurisdictions’ rules and regulations, (which includes the administration of this Code), the Company’s internal policies and procedures, and the overall supervision of Covered Persons.

 

Davide Galarza Sosa - Chief Compliance Officer

Ochoa 500 Building, La Tanca Street, Suite 305 San Juan, Puerto Rico 00901

Telephone: (787) 957-3260

E-mail: dgalarza@gammainternationalbank.com

 

 

 

 

Section 1: Scope

 

Relevant Exhibits

 

Exhibit A – List of Covered Persons

 

Persons Covered by the Code

 

The Code applies to Covered Persons, as defined below.

 

Supervised Persons are defined in Section 202(a)(25) of the Advisers Act as:

 

1. Directors, officers, and partners (or other persons occupying a similar status or performing similar functions);

 

2. Employees; and

 

3. Any other person who provides advice on behalf of the investment adviser and is subject to the investment adviser’s supervision and control. This includes but is not limited to “Investment Adviser Representatives” - The term “investment adviser representative” means:

 

a) With respect to an investment adviser that is registered under the Act, any employee or other person who makes recommendations and/or participates in the determination of which recommendations should be made.

 

b) When an investment adviser representative is employed or associated with a federal covered adviser, the term “investment adviser representative” only includes an individual who has a “place of business” in Puerto Rico, as that term is defined in the rules or regulations promulgated by the SEC under Section 203A of the Investment Advisers Act of 1940, and who either:

 

i. is an “investment adviser representative” as that term is defined in rules or regulations promulgated by the SEC under Section 203A of the Investment Advisers Act of 1940; or

 

ii. (A) is not a “supervised person” as that term is defined in rules or regulations promulgated by the SEC under Section 203A of the Investment Advisers Act of 1940; and

 

(B) solicits, offers or negotiates for the sale of, or sells investment advisory services on behalf of a federal covered adviser.

 

Supervised Persons include a subset, Access Persons, who are subject to personal securities reporting requirements. Access Persons are defined as any of the Company’s Supervised Persons:

 

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1. Who have access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Fund the Company or its control affiliates manage; or

 

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

 

The Company’s directors are presumed to be Access Persons. However, certain directors of the Company may not be considered Access Persons if they do not otherwise fall under the definition of an Access Person.

 

The Company has elected to subject all covered persons to the provisions of this Code. All Covered Persons are listed on Exhibit A to this Code.

 

Securities Covered by the Code

 

A Covered Security includes any instrument that is considered a Security under the Advisers Act except the following:

 

1. Direct obligations of the U.S. government (e.g., treasury securities);

 

2. Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short–term debt obligations, including repurchase agreements;

 

3. Shares issued by money market funds;

 

4. Shares of open–end mutual funds that are not advised or sub–advised by the Company or its affiliates;

 

5. Shares issued by unit investment trusts that are invested exclusively in one or more open– end funds, none of which are funds advised or sub–advised by the Company or its affiliates; and

 

6. Shares of ETFs held in college savings plans (529 Plans).

 

Accounts Covered by the Code

 

The Code applies to Accounts over which the Covered Person has direct or indirect beneficial interest or control. The Company’s Code requires a Covered Person to submit reports on all Covered Securities in all Covered Accounts.

 

Covered Persons have an interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

 

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Indirect Interest or Control

 

The following are examples of indirect interest or control of securities:

 

1. Securities held by members of Covered Persons’ immediate family sharing the same household. Immediate family means any 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. Adoptive relationships are included;

 

2. Covered Persons’ interests as a general partner in securities held by a general or limited partnership; and

 

3. Covered Persons’ interests as a manager/member in the securities held by a limited liability company.

 

Covered Persons have no indirect interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.

 

Beneficial Interest or Control - Trusts

 

The following are examples of beneficial interest in securities held by a trust:

 

1. Ownership of securities as a trustee where either the Covered Person or members of the Covered Persons’ immediate family have a vested interest in the principal or income of the trust;

 

2. Ownership of a vested beneficial interest in a trust; and

 

3. A Covered Person’s status as a settlor/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Covered Person to revoke the trust.

 

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Section 2: Statement of General Principles and Code of Conduct

 

Relevant Exhibits

 

Exhibit G – Initial / Annual Acknowledgement Report

 

The Company is dedicated to providing effective and proper services to its clients and depends upon a high level of public and client confidence for its success. That confidence can be maintained only if the Company’s Covered Persons maintain the highest standards of ethical behavior in the performance of their duties.

 

Covered Persons must:

 

1. Place interests of clients first, and must scrupulously avoid serving their own interests ahead of those of clients when making any decision relating to personal investments;

 

2. Not take inappropriate advantage of their positions;

 

3. Keep information concerning clients investments confidential; and

 

4. Always provide professional investment management advice based upon unbiased independent judgment.

 

These principles govern all conduct by Covered Persons whether or not such conduct is covered by specific procedures.

 

Code of Conduct

 

The Advisers Act requires the Company’s Code of Ethics to set forth a standard of business conduct required of all Covered Persons. As an investment advisor, the Company acknowledges that it is performing its obligations from a position of trust and fiduciary responsibility to its clients. This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All employees, partners, officers, directors and consultants (including those of under contractual obligation to the Company; hereafter collectively referred to as ‘employees’) must conduct themselves accordingly.

 

Employees must not only observe acceptable general principles of conduct and specific requirements surrounding personal trading and reporting but must comply with applicable federal and state laws. The applicable regulations may include the Securities Act, the Advisers Act, as well as other regulations adopted by the Securities and Exchange Commission and other regulators. In the unexpected situation where a law conflicts with a policy in this Code or if an Employee has any questions about any potential conflicts, Employees should ask their manager, the Chief Compliance Officer (CCO) or other appropriate person how to handle the situation. Situations which arise where the Employee believes there is a conflict in actions required or requested between the code and the law must be immediately brought to the attention of the CCO.

 

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The Company believes that these general principals to be detailed in this acknowledgement will assist the Company in fulfilling it fiduciary responsibilities as well as protect the integrity and reputation of the Company and its employees. Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment or other service or actions to remove the individual as an employee (refer to the full definition of employee set out above).

 

Compliance with Laws, Rules and Regulations

 

Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All employees of the Company must respect, obey and comply with all applicable governmental laws, rules and regulations, including those of the cities and states in which the Company operates. Although not all employees of the Company are expected to know the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from the CCO.

 

The Company will hold information and training sessions at least annually to promote compliance with laws, rules and regulations, including insider-trading laws at least annually.

 

Conflicts of Interest

 

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company or its clients. A conflict situation can arise when an employee of the Company takes action or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee of the Company, or member of his or her family, receives improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, employees of the Company and their family members may create conflicts of interest.

 

The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers or competitors, except on the Company’s behalf during the course of the Employee’s normal and usual required work. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines that may be approved in writing by a majority of the managing partners from time to time. Conflicts of interest may not always be clear-cut, so all questions should be directed to a Company officer, the CCO or the Company’s legal counsel. Any employee of the Company who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or the CCO.

 

Remember at all times that there is a fiduciary obligation for all activities to conform to the best interests of the client and to actively report any suspected violations.

 

Corporate Opportunities

 

Employees of the Company are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee of the Company may use corporate property, information, or position for improper personal gain. Employees of the Company owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

 

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Competition and Fair Dealing

 

The Company seeks to outperform the competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee of the Company should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors, employees, officers and directors. No employee of the Company should take unfair advantages of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

 

Confidentiality

 

Employees of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by a company officer or legal counsel, or required by laws, rules or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment or other service ends.

 

Privacy of Client Financial Information

 

The Company will not disclose any nonpublic personal information about a client to any nonaffiliated third party unless the client expressly gives permission to the Company to do so. The client must grant such permission or deny permission to the Company in writing. A copy of the permission/denial document will be filed in the client file. The permission/denial should be part of the client application.

 

The Company will ensure that in all dealings with third parties that the privacy policy, as articulated in the Compliance Manual, will be followed.

 

Protection and Proper Use of the Company’s Assets

 

All employees of the Company should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

 

The obligation of employees of the Company to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

 

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Payments to Government Personnel

 

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make payments to government officials of any country.

 

In addition, the U.S. government has a number of laws, rules and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The CCO can provide guidance in this area. Policies regarding political contributions to state and local elections are covered in Section 8 of this Code.

 

Waivers of the Code

 

Any waiver of this Code may be made only by unanimity of CEO and COO/CCO and will be promptly disclosed as required by law or regulation.

 

Disclosures and Controls

 

All employees of the Company are responsible for full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC, other regulatory bodies and in other public communications made by the Company.

 

Accordingly, it is the responsibility of employees of the Company promptly to bring, or cause to be brought, to the attention of the CCO or other officers, any information of which he or she may become aware that affects the disclosures made by the Company in its public filings, submissions or communications or otherwise assist such persons in fulfilling the responsibilities with respect to such public filings, submissions or communications. It is the responsibility of all employees to know, understand and comply with the rules and regulations under which the Company’s business is supervised.

 

All employees of the Company shall promptly bring, or cause to be brought, to the attention of the persons responsible for creating such disclosures, any information he or she may have concerning (a) significant deficiencies and material weaknesses in the design or operation of the Company’s internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial information, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and (c) any irregularities in dealing with clients which affect the fiduciary responsibilities of the advisor in dealing in a fair and objective manner.

 

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Section 3: Fiduciary Capacity

 

Relevant Exhibits

 

None

 

Fiduciary Duty

 

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

 

Fiduciary Principles

 

1. Disinterested Advice. The Firm must provide advice that is in the client’s best interest and IARs must not place their interests ahead of the client’s interests under any circumstances.

 

2. Written Disclosures. Both the Disclosure Brochure (Form ADV Part 2) and the Firm’s Client Advisory Agreement must include language detailing all material facts regarding the Firm, the advisory services rendered, compensation and conflicts of interest. It is the responsibility of the CCO to ensure that all clients are provided with these documents and that they contain the proper disclosure language.

 

3. Oral Disclosures. Where regulations require specific oral disclosures to be provided to clients, the CCO should review with IARs the proper manner in which to affect such disclosures, as well as establish procedures for monitoring compliance.

 

4. Conflicts of Interest. IARs must disclose any potential or actual conflicts of interest when dealing with clients. For example purposes, if investment advice includes transaction recommendations that would be executed through the Company or an affiliate of the Company, then the advice given would be subject to a potential conflict of interest.

 

5. Confidentiality. Client records and financial information must be treated with strict confidentiality. Under no circumstances should any such information be disclosed to any third party that has not been granted a legal right from the client to receive such information; required by regulators or legal authorities; or service providers on a need-to-know basis entering into confidentiality agreements with a required reason to have temporary access (i.e. administrator)

 

6. Fraud. Engaging in any fraudulent or deceitful conduct with clients or potential clients is strictly prohibited. Examples of fraudulent conduct include but are not limited to: misrepresentation; nondisclosure of fees; and, misappropriation of client funds.

 

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7. Fiduciary Obligations. The Firm and its IARs are subject to the following specific fiduciary obligations when dealing with clients:

 

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

 

b. The duty to obtain best execution for a client’s securities transactions where the IAR is in a position to direct brokerage transactions for that client;

 

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

 

d. A duty to be loyal to client interests.

 

8. Fiduciary Obligations under ERISA. The Firm, either directly with Clients or through Client ownership of managed private investment companies, does not manage ERISA assets. The CCO is aware of the definition and requirements involving ERISA assets, as described below:

 

a. Defined. Under ERISA, a fiduciary is any person who:

 

1. exercises discretionary authority or control involving the management or disposition of plan assets;

 

2. renders investment advice for a fee; or,

 

3. has any discretionary authority or responsibility for the administration of the plan.

 

b. Requirements. Where the Firm acts as a fiduciary under ERISA, it must:

 

1. act solely in the interests of the participant and their beneficiaries;

 

2. offset the expenses of administration of the plan;

 

3. act with the care, skill, prudence, and diligence that a prudent man would use in the same situation;

 

4. diversify plan investments to reduce the risks of large losses unless it is clearly prudent not to do so; and,

 

5. act according to the terms of the plan documents, to the extent the documents are consistent with ERISA.

 

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Section 4: Insider Trading

 

Relevant Exhibits

 

None

 

Employees of the Company who have access to confidential information (and any employee of the Advisor, officer or director could have access to such information) are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision or otherwise benefit on the basis of this information is not only unethical but also illegal.

 

In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees, officers and directors trading in securities. This policy has been distributed to every employee of the Company. Any questions should be directed to the Company’s CCO or the Company’s legal counsel.

 

The Company forbids any officer, director, employee, investment advisory representative, or other associated persons from trading, either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of the Insider Trading and Securities Fraud Enforcement Act of 1988. This conduct is frequently referred to as “insider trading.” This policy applies to every officer, director, employee, investment advisory representative and other associated persons and extends to activities within and outside their duties at the Company.

 

The term “insider trading” is not clearly defined in federal or state securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

● Trading by an insider on the basis of material non-public information;

 

● Trading by a non-insider on the basis of material non-public 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 non-public information to others.

 

The elements of insider trading and penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, any questions arise, Employees should consult the Company’s CCO.

 

Who is an Insider?

 

The term “insider” is broadly defined. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if they enter 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, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Company may become a temporary insider of a client’s publically-held firm to which it provides advice or for which it performs other services. If a client’s publically-held firm expects the Company to keep the disclosed non-public information confidential and the relationship implies such a duty, than the Company will be considered an insider.

 

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What is Material Information?

 

Trading on insider information is not a basis for liability unless the information is material. “Material information” generally is defined as information that a reasonable investor would most likely consider important in making their investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities, regardless of whether the information is related directly to the company’s business.

 

Information that officers, directors, employees, investment advisory representatives and other associated persons should consider 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; liquidation problems; and extraordinary management developments. The foregoing is not intended to be an exhaustive list.

 

Examples of information about a company which should be presumed to be “material” include, but are not limited to, matters such as:

 

a. dividend changes;

 

b. dividend increases or decreases;

 

c. earnings estimates;

 

d. changes in previously released earnings estimates;

 

e. significant new products or discoveries;

 

f. developments regarding major litigation by or against the company;

 

g. liquidity or solvency problems;

 

h. significant merger or acquisition proposals or agreements; or

 

i. extraordinary management developments,

 

j. similar major events which would be viewed as having materially altered the information available to the public regarding the Company or the market for any of its securities.

 

The foregoing is not intended to be an exhaustive list.

 

What is Non-Public Information?

 

Information is non-public until it has been effectively communicated to the marketplace. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public information.

 

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Penalties for Insider Trading

 

Penalties for trading on or communicating material non-public 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 described below even if they do not personally benefit from the activities surrounding the violation. Penalties include: civil injunctions; treble damages; disgorgement of profits; jail sentences; fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or non the person actually benefited; and, fines for the 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 the Company, including dismissal of the persons involved.

 

Procedures to Implement Insider Trading Policy

 

The following procedures have been established to aid the officers, directors, employees, investment advisory representatives and other associated persons of the Company in avoiding insider trading. Failure to follow these procedures may result in dismissal, regulatory sanctions and criminal penalties.

 

1. Identify Insider Information

 

Before an employee trades or makes investment recommendations for himself/herself or others, including investment companies or private accounts managed by the Company, or in the securities of a company about which the Employee may have potential insider information, the Employee should as himself/herself the following questions

 

a. Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed?

 

b. Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in publications of general circulation?

 

2. Cease Communication and Report

 

If, after consideration of the above, the information is material and non-public, or if further questions arise as to whether the information is material and non-public, the following procedures shall be followed.

 

a. Report the matter immediately to the CCO.

 

b. Do not purchase, sell or recommend securities on behalf of the Employee or others, including accounts managed by the Company.

 

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c. Do not communicate the information inside or outside the Company other than to the CCO

 

d. After the CCO has reviewed the issue, the Employee will be instructed as to the proper course of action to take.

 

3. Restricting Access to Material Non-Public Information

 

Information in the Employee’s possession that the Employee identifies as material and non-public may not be communicated to anyone, including persons within the Company except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed.

 

4. Resolving Issues Concerning Insider Trading

 

If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the CCO before trading or communicating the information to anyone.

 

Restricted/Watch Lists

 

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

 

The Company may place certain securities on a “restricted list.” Covered Persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period in which they are listed. Securities issued by companies about which a number of Covered Persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The Company shall take steps to immediately inform Covered Persons of the securities listed on the restricted list.

 

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

 

Violations

 

Insider trading violations are likely to result in harsh consequences for the individuals involved, including exposure to investigations by the SEC, criminal and civil prosecution, disgorgement of any profits realized, or losses avoided through use of the nonpublic information, civil penalties, and exposure to additional liability in private actions, and incarceration.

 

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Any improper trading or other misuse of material nonpublic information by any Covered

Person will constitute grounds for immediate dismissal.

 

Procedures

 

Covered Persons must:

 

1. Consult the CCO when a question(s) arises regarding Insider Trading or when the employee suspects a potential Insider Trading violation;

 

2. Advise the CCO of all outside activities, directorships or material ownership in a public company (over 5%);

 

3. Maintain awareness, reports and monitor clients who are shareholders, directors, or senior officers of public companies;

 

4. Ensure that no trading of securities for which they have inside information occurs in their Covered Accounts; and

 

5. Not disclose any insider information obtained from any source to inappropriate persons. Disclosure to family, friends or acquaintances will be grounds for immediate termination.

 

-14-

 

 

Section 5: Personal Securities Reporting

 

Relevant Exhibits

 

Exhibit B – Pre-Clearance Request Form

 

Exhibit C – Quarterly Personal Securities Transaction Report

 

Exhibit D – Initial / Annual Holdings Report

 

The Adviser’s Act requires initial and annual reporting of personal security holdings and reports of personal securities transactions as well as preclearance or prohibition on certain transactions.

 

Procedures for Initial and Annual Reporting of Personal Securities Holdings

 

Initial

 

The report must be made within 10 calendar days of becoming a Covered Person. The information must be current as of a date no more than 45 days prior to the date the person becomes a Covered Person.

 

Annual

 

The report must be made within 45 calendar days of calendar year end - by February 14th of each year. The information must be current as of a date no more than 45 days prior to December 31st of the previous year.

 

Content

 

The Initial and Annual holdings reports must include:

 

1. Title and exchange, ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each Covered Security in which the Covered Person has any direct or indirect beneficial ownership; and

 

2. Name of any broker, dealer or bank with which the Covered Person maintains an account in which any securities are held for the Covered Person’s direct or indirect benefit.

 

3. The Company has required that all confirmations and statements for outside brokerage activity be forwarded to the CCO directly from the carrying brokerage firm.

 

Procedures for Quarterly Reporting of Personal Securities Transactions

 

Quarterly Personal Security Transaction Reports

 

The report must be made within 30 calendar days after the end of each calendar quarter.

 

-15-

 

 

Content

 

1. The report must contain the following information:

 

2. Date and title of the transaction and the exchange, ticker symbol or CUSIP number;

 

3. Interest rate and maturity date (if applicable);

 

4. Number of shares and the principal amount of each Covered Security involved;

 

5. Nature of the transaction (purchase, sale or any other type of acquisition or disposition);

 

6. Price of the Covered Security at which the transaction was effected; and 19

 

7. Name of the broker, dealer or bank with or through which the transaction was effected.

 

Reporting

 

The Company has required that all confirmations and statements for outside brokerage activity be forwarded to the CCO directly from the carrying brokerage firm.

 

Account statements from financial institutions may be attached to the Report rather than duplicating information on the Report.

 

IPOs and Private Placements Policy Pre–clearance

 

All Covered Persons are required to pre–clear transactions in Initial Public Offerings (IPOs) and Private Placements (Limited Offerings) using the Company’s Pre–Clearance Request Form. Pre– clearance will be valid for this the current offering.

 

The request to purchase a Limited Offering must include the offering documents.

 

Exceptions to Reporting

 

The Company’s Code does not require a Covered Person to submit:

 

1. A quarterly transaction report if the report duplicates information contained in confirmations or account statements received by the CCO as long as such information is received no later than thirty days after the end of the calendar quarter; and

 

2. Reports of transactions effected pursuant to an automatic investment plan.

 

-16-

 

 

Procedures

 

Quarterly

 

The CCO is responsible for reviewing and monitoring personal securities transactions of Covered Persons of the Company:

 

1.Comparing the list of Covered Persons against the Quarterly Personal Securities Transaction Reports collected each quarter to assure reporting compliance.

 

2. Reviewing all personal securities transactions of Covered Persons at least quarterly for trading abuses and will compare to other Company documents as necessary to assure that trading is in compliance with Company requirements.

 

Annually

 

1. Comparing the list of Covered Persons against the Annual Personal Securities Holdings Reports collected to assure reporting compliance.

 

2. The Annual Personal Securities Holdings reports should be compared to a sample of Personal Quarterly Securities Transaction Reports and/or statements from financial institutions holding the accounts to assure the Covered Person is reporting personal securities transactions as required.

 

-17-

 

 

Section 6: Outside Business Activities Policy and Reporting

 

Relevant Exhibits

 

Exhibit E – Outside Business Activities Disclosure Form

Exhibit F – Outside Business Pre-Approval Form

 

Outside Business Activities

 

The Company’s Covered Persons may not participate in Outside Business Activities that may have a negative impact on the performance of their job, conflict with their obligations to the Company, or otherwise reflect adversely upon the Company’s business, image or reputation.

 

In addition, as in business activities, Covered Persons’ personal activities must be undertaken with the utmost integrity. This principle extends to how Covered Persons conducts personal financial and tax affairs, and requires conduct is in a manner that does not adversely impact the business, image or reputation of the Company or otherwise reflect adversely upon the Company’s business, image or reputation.

 

Preapproval

 

The Company requires that Covered Persons obtain pre-approval for all Outside Business Activities including acting as either as a proprietor, partner, officer, director, employee, trustee, agent or otherwise.

 

The Company does not require Covered Persons to pre-approve non-investment-related activity that is exclusively charitable, civic, religious or fraternal and is recognized as tax exempt.

 

If the Outside Business Activities could pose a real or perceived conflict of interest with Company clients or interfere with the Covered Person’s responsibilities to the Company, the CCO may prohibit such activity.

 

Executor/Trustee

 

In addition, Covered Persons may not accept a position as executor of an estate, trustee, or power of attorney without the prior approval of the CCO unless such position is for a family member.

 

Procedures

 

All Covered Persons are required to complete:

 

1. Outside Business Activities Pre-Approval Form(s), as applicable;

 

2. Annual Outside Business Activities Disclosure form; and

 

3. If any employee is currently engaged in any other business either as a proprietor, partner, officer, director, employee, trustee, agent or otherwise, it must also be disclosed on the individual’s Form U-4 via the IARD system.

 

-18-

 

 

Section 7: Gifts and Entertainment Policy

 

Relevant Exhibits

 

None

 

Gifts and Entertainment

 

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage.

 

The Company’s Covered Persons should not engage in any activity, practice or act which conflicts with the best interests of the Company or its clients. Accepting gifts of more than a nominal value could influence a Covered Person in such a way as to impede his or her independence when making decisions on behalf of the Company or its clients. Similarly, offering gifts that are of greater than nominal value may put the client in an awkward position and create the sense that the Company is trying to buy their business.

 

Covered Persons are encouraged to participate in social activities with those with whom the Company maintains business relationships so long as they are reasonable and customary types of social activities in a business context. Extravagant entertainment is strictly prohibited - whether from or to a client, prospective client or other person or entity with which the Company conducts business.

 

-19-

 

 

Section 8: Social Media and Networking Policy

 

Relevant Exhibits

 

None

 

Policy

 

The use of social networks and social media (collectively “social networks”) such as Meta (formerly known as Facebook), MySpace, Twitter, LinkedIn, YouTube, etc., blogs, or other forms of online publishing or discussion) is widespread for both work and personal purposes. Employees who choose to create or participate in a social network must do so without interfering with the employees’ primary job responsibilities.

 

While social networks can foster connections between colleagues, employees, and friends, and allow the sharing of information quickly, the information posted to social networking sites is in the public domain and may reflect on the Company’s business. This is a real possibility especially in an age where people regularly use search engines to find information about business contacts.

 

Employees who participate in social networking must adhere to the following guidelines relative to any communications related to the Company or to any Company personnel.

 

Personal vs. Business Use

 

1. In general, employees must keep personal social media activity distinct and separate from professional networking activity, and communication with purely social media sites should be conducted from personal email accounts only.

 

2. Personal social networking is not allowed on Company computers or other IT equipment at any time.

 

3. Employees are personally responsible for what they post. Postings are public and will be available for a long time even if an employee tries to modify it or remove it later. The Company disclaims any responsibility or liability for any other errors, omissions, loss or damages claimed or incurred due to any employee posting.

 

4. Employees are required to identify themselves when relevant and when publishing something about the Company, the work they do or any subjects associated with the Company use a disclaimer that the views expressed are exclusively their own. The disclaimer could say something like the following: “The views I express on this site are my own and do not represent those of the Company”.

 

5. Employees must ensure that the choice of words used does not suggest that the employee is representing the Company’s official position, unless the employee has been authorized to do so. For example, postings should be written in the first person (“I” rather “we”). Managers and executives of the Company must take special care when posting due to the nature of their positions; their personal postings may be interpreted as views and opinions of the Company even with standard disclosure language in place.

 

-20-

 

 

Testimonials

 

Federal securities laws prohibit advertising (which includes social media) that: refers to any testimonial concerning the adviser, or any advice, analysis, report, or other service rendered by such adviser or any statement of a client’s experience or an endorsement by a client. The following guidelines must be followed to avoid testimonials:

 

1. Preventing “online friends” to post comments or recommendations to an employee’s social network, which may include the comments/recommendations of current and former Company employees.

 

2. Not writing recommendations or referrals for friends/associates. Employees are not to write any recommendations for others as it could create a potential liability situation. Requests for referrals should be directed to the CEO of the Company.

 

3. Restricting (where possible) the ability of others to post recommendations and should delete any recommendations received from others (where it is not possible to restrict).

 

4. Not providing a link to the Company website or disclosure of the Company’s website on the social networking site, (excluding LinkedIn).

 

Privacy and Violations of Other Company Policies

 

1. Employees are prohibited from using, disclosing, or posting Company or client confidential, proprietary and non-public information, or any documents related to the Company, its clients, and known clients. Also, employees should not comment on the Company’s confidential and financial information such as future business performance, business plans, or prospects. Disclosing such information may subject the employee or the Company to liability for insider trading or other violations of securities laws.

 

2. Employees must not engage in any communication that violates the Company’s policy prohibiting sexual and other unlawful harassment, the Company’s conduct rules. The Company expects its employees to be courteous and respectful towards supervisors, co-workers, clients, and other persons associated with the Company. Do not engage in any personal attacks on such individuals.

 

3. Employees are responsible for maintaining the security of passwords used to access social networking sites. Employees should not use the same password to access an external social media site that is used for internal company purposes and should not give out passwords.

 

4. Employees must use caution about reposting information from other sites and should respect all copyright trademark, privacy, fair-use, financial disclosures and other laws. In accessing or using social networking employees must comply with the legal terms of code of conduct governing such sites.

 

-21-

 

 

Use of Company Name and Representations

 

Employees are prohibited from divulging the Company’s name or their position on social networks except for approved professional networking sites (e.g. LinkedIn). Furthermore, if an employee elects to use the Company’s name on LinkedIn and identifies themselves as a Company employee they must refrain from any disclosures that may harm the Company or misrepresent their job title or position, or post other negative comments.

 

Use of Email

 

Employees are prohibited from using the email function on any social networking site when communicating information that would be required to be retained under federal securities laws, which include all communications with clients as well as communications about client trades and client portfolios. In the event that an employee must use email to communicate, (for example, during a business continuity event) employee must send a copy of the email message to their Company’s email address so the record will be retained as required.

 

Company Access

 

The Company retains the right to monitor all files and messages stored on and transmitted through Company computers, so employees have no reasonable expectation of privacy on social network sites accessed through Company computers, even if a private account is used.

 

Procedures

 

The CCO will conduct audits to monitor participation in social media and the use of the guidelines listed above. The Company reserves the right to determine whether particular conduct violates any part of this policy or is otherwise inappropriate. Violation may result in discipline, up to and including an unpaid suspension and/or immediate termination.

 

-22-

 

 

Section 9: Political Contributions Policy and Reporting

 

Relevant Exhibits

 

None

 

Background

 

SEC regulations require that Investment Advisers collect reports on personal political contributions.

 

Policy

 

The Firm does not require the reporting of personal political contributions because the Firm:

 

1. Has no business with state or local government entities; or

 

2. Does not plan to solicit or provide investment advisory services to state or local government entities in the future.

 

As such, the Firm will not:

 

1. Provide advisory services for compensation to a government entity, either directly or through a pooled investment vehicle (specifically, a private fund or a registered investment company that is an investment option of a participant-directed plan or program of a government entity, including a college savings plan like a 529 plan and a retirement plan like a 403(b) or 457 plan), for two years after the adviser or certain of its executives or employees makes political contributions to an elected official or candidate for political office above $350 for a candidate they are eligible to vote for and $150 for a candidate they are not eligible to vote for, if the office is directly or indirectly responsible for, or can influence that government entity’s selection of the adviser;

 

2. Pay or agree to pay a third-party placement agent or “finder” to solicit business from a government entity on the adviser’s behalf unless the third party is a registered broker-dealer or SEC-registered investment adviser subject to pay to play restrictions; and

 

3. Allow either the Firm not certain of its executives and employees from soliciting or coordinating contributions (i.e., “bundling”) from others to a political official, candidate or political party in a state or locality where the Firm provides or is seeking to provide advisory services.

 

If the Adviser opts not to collect reports, the Adviser will be unable to solicit or provide
investment advisory services to state and local government entities for a period of 2 years (“2 year lock out”).

 

-23-

 

 

Section 10: Code of Ethics Acknowledgements

 

Relevant Exhibits

 

Exhibit G – Initial / Annual Acknowledgement

 

Acknowledgements

 

The intent of the Code is to provide a framework for honesty and fair dealing, and to keep in compliance with the regulations which provide for the supervision of the business.

 

Every employee will receive a copy of this Code annually. They will be required to annually acknowledge, in writing, their understanding of the Code and intent to comply with its intent. Additionally, employees have been provided to access with and have an understanding of the Compliance Manual.

 

Written acknowledgements of the Code must be submitted on the Initial/Annual Compliance Report:

 

1. Initially, when the Code is placed in service;

 

2. Initially, within ten days of employment by the Company;

 

3. Any time there have been amendments to the Code; and

 

4. Annually, within 45 days of calendar year end.

 

Procedures

 

The CCO is responsible for providing the Code and all amendments to the Code to Covered Persons and obtaining all required acknowledgements.

 

-24-

 

 

Section 11: Form ADV Disclosure

 

Relevant Exhibits

 

None

 

The Company will describe the key provisions of its Code of Ethics in Form ADV Part 2A (or equivalent brochure). The disclosure will state that the Company will provide a copy of its Code of Ethics to any client or prospective client upon request. The CCO will approve the initial ADV disclosure relating to the Code and any amendments.

 

The CCO or designated person will make a record of all requests and the date and to whom the Code was delivered.

 

-25-

 

 

Section 12: Violations and Sanctions

 

Relevant Exhibits

 

None

 

Reporting any Illegal or Unethical Behavior or Violations of this Code

 

Employees of the Company are required to talk to the CEO, or the CCO about observed illegal or unethical behavior. Employees are expected to cooperate in internal investigations of misconduct. Employees of the Company must read the Company’s Compliance Manual which describes procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, auditing matters or any other complaint by clients.

 

Any employee of the Company may submit a good faith concern regarding questionable accounting or auditing matters, or any other area of concern without fear of dismissal or retaliation of any kind.

 

Each employee of the Company shall promptly bring to attention of the CEO and the CCO, any information he or she may have concerned any perceived violation of this Code, including any actual, apparent or potential conflicts of interest between personal and professional relationships, involving any employee of the Company, its contractors, it agents or its clients. The CCO will keep records of any violation of the Code of Ethics as well as any action taken as a result of the violation.

 

Sanctions

 

The Company will investigate all reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved, and may make reports, if appropriate, to civil, criminal or regulatory authorities. Sanctions may include warnings, suspensions, fines, disgorgement of profits, and termination of employment.

 

-26-

 

 

Section 13: Compliance Oversight

 

Relevant Exhibits

 

None

 

The CCO’s responsibilities include the following:

 

1. Create and maintain a list of all Covered Persons;

 

2. Monitor personal securities transactions, brokerage statements, and/or the clients’ securities transactions for unusual trading patterns and reporting;

 

3. Communicate Code policies to employees upon hiring and during compliance meetings;

 

4. Require Covered Persons to read this Code and obtain required acknowledgments;

 

5. Monitor requests for a copy of the Company’s Code and subsequent delivery;

 

6. Review and revise the Code for adequacy and effectiveness at least annually;

 

7. Review and revise the Code of Ethics as necessary;

 

8. Review and revise Form ADV disclosure of the Code;

 

9. Report material Code violations and sanctions to the Board of Directors, (as applicable), periodically;

 

10. Implement measures to prevent dissemination of material non-public information, when it has been determined that an employee has obtained such information, and add the security to the Company’s restricted list, (as applicable), thereby restricting officers, directors and employees from trading the securities for themselves or clients;

 

11. Document all Code violations or apparent violations promptly upon discovery and take appropriate action as necessary; and

 

12. Determine disciplinary action against any Covered Persons.

 

-27-

 

 

Section 14: Recordkeeping

 

Relevant Exhibits

 

None

 

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect actual transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and with the signed acknowledgement of the CEO.

 

The CCO will ensure that the following books and records are maintained in electronic or hard copy form for at least five years, two years in an easily accessible place:

 

1. A copy of each Code that has been in effect at any time during the past five years;

 

2. A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

3. A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a Covered Person; (These records must be kept for five years after the individual ceases to be a Covered Person of the Company.)

 

4. Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

 

5. A list of the names of persons who are currently, or within the past five years were Covered Persons of the Company; and

 

6. As applicable, record of any decision and supporting reasons for approving the acquisition of securities by Covered Persons in IPO’s or Limited Offerings for at least five years after the end of the fiscal year in which approval was granted.

 

-28-

 

 

EXHIBITS

 

 

 

 

Exhibit A – Covered Persons

 

Name of Person Title / Relationship
Manuel Pelayo Troncoso Acebal Chief Executive Officer
Davide Galarza Sosa Chief Compliance Officer
   
   
   
   
   
   
   
   
   

 

A-1

 

 

Exhibit B – Pre–Clearance Request Form

 

Pursuant to the Company’s Code of Ethics, I request clearance for the following proposed transactions I am required to obtain the prior written approval the CCO before, directly or indirectly, acquiring or disposing of beneficial ownership of an Initial Public Offering (IPOs) and Private Placements (Limited Offerings).

 

Type and Amount of Security Purchase or Sale

 

 

 

 

I understand that:

 

1. The CCO may reject any trade request in their sole discretion, and no reason need be given for such rejection.

 

2. The Pre – Clearance will be valid for one trading day for market orders and limit orders.

 

3. This clearance may be rescinded prior to my effecting the above transaction if material nonpublic information regarding the Security arises and, in the reasonable judgment of the Company, the completion of my trade would be inadvisable.

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

Approval:
 
   
Compliance Review Print or Type Name

 

   
Signature Date

 

B-1

 

 

Exhibit C – Quarterly Personal Securities Transaction Report

 

Quarter Ended ______________________________

 

The Company’s policy (Code of Ethics) and SEC regulations require that each Covered Person report within 30 days of the end of each calendar quarter any personal securities transactions in any securities accounts of the Covered Person or any immediate family or household members in which the person has a beneficial interest.

 

Transactions do not need to be reported for:

 

1. any account in which the Covered Person has no direct or indirect influence or control;

 

2. U.S. Treasury or government securities;

 

3. bank certificates of deposit, bankers’ acceptances, commercial paper & high quality short-term debt instruments;

 

4. unaffiliated and affiliated open-end mutual funds, including money market funds, and

 

5. unaffiliated and affiliated variable annuities.

 

☐ YES, I have had personal securities transactions within the past quarter as reported on: (check those that apply)

 

☐the attached page/or monthly brokerage statements

 

☐confirmations/statements sent directly by my broker/dealer

 

☐the attached report

 

☐ NO, I have had no personal securities transaction(s) in the past three month period.

 

Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve a client of the Company, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Company.

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

   
Compliance Review Print or Type Name

 

   
Signature Date

 

C-1

 

 

Quarterly Personal Securities Transaction Report

 

Security Name Date of Transaction No. Of Shares Dollar Amount
of Transaction		 Nature of Transaction
(Purchase, Sale, Other)		 Price Broker/Dealer or Bank
Through Whom Effected
             
             
             
             
             
             
             
             

 

C-2

 

 

Exhibit D – Initial / Annual Holdings Report

 

The Company’s policy and SEC regulations require that each Covered Person report within 10 days of becoming a Covered Person, or within 45 days of calendar year end, the following:

 

1. Name of any broker, dealer or bank with which I maintain an account in which any securities are held for my direct or indirect benefit.

 

Account Name Account # Company
     
     
     
     

 

2. Name of Covered Securities in which I have any direct or indirect beneficial ownership interest and the name of any broker, dealer or bank with whom I maintain an account in which any Covered Securities are held.

 

Security Name Type Ticker Symbol or
CUSIP #		 Number of
Shares		 Principal Amount
of Security		 Broker/Dealer or Bank
Through Whom Held
       
       
       

 

3. I will immediately notify the CCO of the company, if at any time in the future I have trading authorization over, or direct or indirect interest in, securities or commodities accounts with any other Covered Accounts.

 

Accepted and Agreed:

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

   
Compliance Review Print or Type Name

 

   
Signature Date

 

D-1

 

 

Exhibit E – Outside Business Activities Disclosure Form

 

I am involve di Outside Business Activities:

 

☐ Yes              ☐ No

 

Listed below are all outside activities I am involved in:

 

 
 
 
 
 
 

 

I have received pre-approval for all activities listed:

 

☐ Yes              ☐ No

 

 
 

 

I certify the above disclosure is inclusive of all business activity outside of my relationship with the Company, and that no other form of compensation is received directly or indirectly.

 

☐ Yes              ☐ No

 

Accepted and Agreed:

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

   
Compliance Review Print or Type Name

 

   
Signature Date
   
Comments:  

 

E-1

 

 

Exhibit F – Outside Business Pre-Approval Form

 

I request approval for the following Outside Business Activity:

 

Include any other business either as a proprietor, partner, officer, director, employee, trustee, agent or otherwise. Also include non investment-related activity including any charitable, civic, religious or fraternal activity that is recognized as tax exempt.

 

1.The name of the other business:

 

2. Is the business is investment-related?

 

3. The address of the other business:

 

4. The nature of the other business:

 

5. Your position, title, or relationship with the other business:

 

6. The start date of your relationship:

 

7. The approximate number of hours/month you devote to the other business:

 

The number of hours you devote to the other business during securities trading hours:

 

8. Briefly describe your duties relating to the other business:

 

9. Will compensation1 be received from another employer2? Yes    No

 

10.  In what form

 

Accepted and Agreed:

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

   
Compliance Review Print or Type Name

 

   
Signature Date
   
Comments:  

 

 

 
1Compensation is defined as, but not limited to, commissions, selling fees, salaries, compensation paid directly or indirectly, finder’s fees, participation in profits, partnership distributions or expense reimbursement.
2Employer is defined as any corporation, partnership, or franchise relationship, or indirect business activity through a general agent, independent contractor, or sales representative.

 

F-1

 

 

Exhibit G – Initial / Annual Acknowledgement Report

 

All Covered Persons will receive a copy of this Code and will be required to submit to the CCO written acknowledgement of receipt, within 10 days of becoming a Covered Person, within 45 days of calendar year end, or any time there have been amendments to the Code.

 

Name:      

 

Acknowledgements:

 

1.I have received and read the Code of Ethics and understand that it applies to me and to all accounts in which I have any direct or indirect beneficial ownership interest, including accounts held by (or for the benefit of) my spouse or any children or relatives who may share my home.

 

2. I have and will comply with all provisions of the Code of Ethics.

 

3. I understand that I may be subject to sanctions up to and including termination of my employment with the Company for violations of the Code.

 

Accepted and Agreed:

 

   
Covered Person Print or Type Name

 

   
Signature Date:

 

   
Compliance Review Print or Type Name

 

   
Signature Date
   
Comments:  

 

G-1

 

 

Exhibit H – Definitions

 

Access Person includes any Supervised Person who:

 

1.Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage; or

 

2. Is involved in making securities recommendations to clients or has access to such recommendations that are nonpublic.

 

Because the Company’s primary business is providing investment advice, all of the Company’s directors, Officers, and partners are presumed to be Access Persons. (However, certain directors of the Company may not be considered Access Persons if they do not otherwise fall under the definition of Access Person.)

 

Advisory Person means:

 

1. Any Supervised Person of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by any client of the Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

 

2. Any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to any client of the Adviser with regard to the purchase or sale of a security.

 

Beneficial Ownership has the same meaning as that term is defined in Rule 16a–1(a) (2) under the Securities Exchange Act of 1934, as amended (the Exchange Act), in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act. This means that a person should generally consider himself or herself the beneficial owner of any securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider himself or herself the beneficial owner of securities held by his or her spouse, his or her minor children or a relative who shares his or her home, or held by other persons who through any contract, arrangement, understanding or relationship provide him or her with sole or shared voting or investment power over such securities.

 

Client or Client Account means any Fund advised by the Adviser, any private investment funds advised by the Adviser, and any outside private account for which the Adviser serves as investment adviser and in which the Adviser (and persons associated with the Adviser) has no ownership interest, direct or indirect (other than as a shareholder of the mutual fund or as a member, partner or shareholder of any private investment funds advised by the Adviser).

 

Control is the power to exercise a controlling influence over the management or policies of a Company, unless such power is solely the result of an official position with such Company. Ownership of 25% or more of a Company’s outstanding voting security is presumed to give the holder control over the Company. (Investment Company Act Section 2(a) (9)).

 

H-1

 

 

Covered Account is generally any account in the name of the Company or an Access Person or in which the Company or Access Person:

 

1. Has any direct or indirect beneficial ownership interest; and

 

2. Exercises control or influence; and/or

 

3. An account carried in the name of, or for the direct beneficial interest of, a person related to the Access Person (related person).

 

A Covered Account excludes any such account over which the Access Person exercises no control or influence (i.e., an account over which a third party or entity exercises exclusive discretionary authority).

 

Covered Security includes any instrument that is considered a Security under the Advisers Act with the exception of the following:

 

1. Direct obligations of the U.S. government (e.g., treasury securities);

 

2. Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short–term debt obligations, including repurchase agreements;

 

3. Shares issued by money market funds;

 

4. Shares of open–end mutual funds that are not advised or sub–advised by the Company or its affiliates; and

 

5. Shares issued by unit investment trusts that are invested exclusively in one or more open–end funds, none of which are funds advised or sub–advised by the Company or its affiliates.

 

Fund means an investment company registered under the Investment Company Act.

 

Initial Public Offering means any offering of securities registered under the Securities Act of 1933, the issue of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

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

 

Private Placement means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, 505 or 506 under the Securities Act of 1933. Private placements may include offerings of hedge funds and other private equity funds.

 

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

 

H-2

 

 

Related Person is deemed to include a Supervised Person’s:

 

1. Spouse;

 

2. Minor children; and

 

3. A relative who shares his or her home,

 

Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, 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.

 

Supervised Persons are defined in Section 202(a) (25) of the Advisers Act as:

 

1. Directors, officers, and partners (or other persons occupying a similar status or performing similar functions);

 

2. Employees; and

 

3. Other person who provides advice on behalf of the investment adviser and is subject to the investment adviser’s supervision and control.

 

H-3