Code of Ethics

I. General Principles

Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”) require, among other things, registered investment advisers to adopt, implement, and enforce a written code of ethics. This Code of Ethics (this “Code”) has been adopted by Stern Brothers Asset Management, LLC (“SBAM”) in accordance with the requirements of the Advisers Act. The terms and provisions of this Code apply
to all directors, officers, employees, and other Access Persons of SBAM.

This Code reflects the principle that all directors and employees of SBAM owe an overarching  fiduciary duty of care, loyalty, honesty and good faith to Advisory Clients (as defined below). As part of this fiduciary duty, directors and employees of SBAM must place the best interests of Advisory Clients first. In addition, all personal securities transactions of directors and employees of SBAM must be conducted in accordance with the provisions of the Code and in such a manner as to avoid any conflict of interest with Advisory Clients.

Directors and employees of SBAM must comply with all applicable federal securities laws. No director or employee of SBAM may engage in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon any Advisory Client.

II. Definition

“Advisory Client” means any individual, partnership, trust, investment company, or other person or organization for which SBAM serves as investment adviser or sub-adviser.

“Access Person” means (1) any director, officer, or partner of SBAM, (2) any employee or other supervised person of SBAM who has access to nonpublic information regarding the purchase and sale of securities on behalf of Advisory Clients or portfolio holdings, or (3) any employee or other supervised person of SBAM who has access to nonpublic securities recommendations to any Advisory Client or who is involved in making any recommendations to Advisory Clients.

III. Preclearance of Personal Securities Transaction

SBAM Access Persons are required to obtain permission for all personal securities transactions. The term “personal securities transactions” generally includes, without limitation, any purchase or sale of stocks, bonds, notes, debentures, warrants, rights, investment contracts, partnership interests, limited liability company interests, options, exchange-traded funds (whether open-ended or unit investment trust), or shares of any other investment company for which SBAM serves as sub-adviser. However, the term “personal securities transactions” does not include the transactions identified in Section VII of this Code.

SBAM Access Persons may not engage in a personal securities transaction without complying with all of the requirements below. Any exceptions to these requirements must be approved in advance by the Chief Compliance Officer in writing.

A. Publicly Traded Securities

Prior to executing personal securities transactions involving publicly traded securities, SBAM Access Persons must submit a Personal Transaction Preclearance Request (by email) to SBAM’s trading desk. SBAM’s trading desk must review the proposed transaction and determine whether any trades for Advisory Clients involving the security are currently being processed. This review is designed to confirm that SBAM Access Persons do not front-run or otherwise take unfair advantage of Advisory Client securities transactions.

If no such trades are being processed for Advisory Clients, SBAM’s trading desk will reply and confirm the SBAM Access Person’s email request. The SBAM Access Person must then consummate the transaction prior to the earliest to occur of the following: (1) revocation of the authorization; (2) the SBAM Access Person discovers that the information in the request becomes inaccurate for any reason; or (3) the end of the trading day of the request. Finally, SBAM Access Persons must promptly provide executed preclearance requests to the Chief Compliance Officer.

B. Private Placements and Initial Public Offering

Prior to executing personal securities transactions involving private placements or initial public offerings, SBAM Access Persons must provide the Chief Compliance Officer with a memorandum or other documentation identifying the material terms of the proposed transaction. The Chief Compliance Officer will review the memorandum or other documentation and determine whether to grant the SBAM Access Person clearance for the proposed transaction. SBAM Access Persons may not participate in private placements or initial public offerings without the prior written approval of the Chief Compliance Officer. Furthermore, SBAM Access Persons may not acquire securities that are the subject of an initial public offering within 30 days of the commencement of the offering.

C. Other SBAM-Advised Fund

Prior to executing personal securities transactions involving the funds of any other registered investment company for which SBAM serves as sub-adviser, SBAM Access Persons must submit a Personal Transaction Preclearance Request to the Chief Compliance Officer. The Chief Compliance Officer will review the preclearance request and determine whether to grant the SBAM Access Person clearance for the proposed transaction. If the Chief Compliance Officer approves the transaction, he will notify the Access Person in writing. The SBAM Access Person must then consummate the transaction prior to the earliest to occur of the following: (1) revocation of the authorization; (2) the SBAM Access Person discovers that the information in the request becomes inaccurate for any reason; or (3) the end of the trading day of the request.

D. Other Securities

If a SBAM Access Person proposes to execute any personal securities transaction not described above or otherwise exempted by this Code, the SBAM Access Person must first provide the Chief Compliance Officer with a memorandum or other documentation identifying the material terms of the proposed transaction. The Chief Compliance Officer will review the memorandum or other documentation and determine whether to grant the SBAM Access Person clearance for the proposed transaction in writing.

IV. Reporting Securities Transactions and Holding

All Access Persons are required to report their securities transactions and holdings to the Chief Compliance Officer as described below. The Chief Compliance Officer provides notification to Access Persons of their reporting obligations under the Code.

A. New Access Person

Within ten days of becoming an Access Person, such Access Person must submit a Personal Holdings Disclosure Form (in the form attached as Appendix A) to the Chief Compliance Officer. In this form, an Access Person must disclose all securities in which the Access Person has a direct or indirect beneficial ownership interest, including shares of mutual funds. The information in this form must be current as of a date not more than 45 days prior to the date the individual became an Access Person.

In addition, new Access Persons must submit an Account Disclosure Form (in the form attached as Appendix B) to the Chief Compliance Officer within ten days of becoming an Access Person. In this form, an Access Person is required to provide information with respect to all brokerage accounts in which the Access Person has a direct or indirect beneficial ownership interest. Furthermore, new Access Persons must also submit an Acknowledgement (in the form attached as Appendix C) to the Chief Compliance Officer within ten days of becoming an Access Person, certifying the Access Person’s agreement to abide by this Code of Ethics.

B. Annual Reporting Requirement

Within 30 days after the end of each calendar year, each Access Person must complete and submit a Personal Holdings Disclosure Form to the Chief Compliance Officer. The information in this form must be current as of a date no more than 45 days before the form is
submitted to the Chief Compliance Officer.

In addition, each Access Person must complete and submit an Annual Acknowledgment (in the form attached as Appendix C) to the Chief Compliance Officer within 30 days after the end of each calendar year certifying that the Access Person has complied with the Code of Ethics of SBAM during the previous calendar year.

C. Quarterly Reporting Requirements

Within 30 days after the end of each calendar quarter, each Access Person must complete and submit an Account Disclosure Form to the Chief Compliance Officer providing information with respect to all brokerage accounts in which the Access Person has a direct or indirect beneficial ownership interest.

In addition, within 30 days after the end of each calendar quarter, each Access Person must complete and submit a Report of Securities Transactions Form (in the form attached as Appendix D) to the Chief Compliance Officer identifying all personal securities transactions executed by the Access Person during the previous calendar quarter.

D. Broker Confirmations and Account Statement

Access Persons are required to have their brokers supply duplicate copies of their transaction confirmations and brokerage account statements directly to the Chief Compliance Officer.

V. Gifts and Entertainment

No SBAM Access Person may solicit or accept any gifts, favors, services, meals or entertainment of a material value from any Advisory Client or other person or entity that could reasonably be expected to compromise such SBAM Access Person’s independence or objectivity or otherwise create a material conflict of interest between such SBAM Access Person and any Advisory Client. This Code does not prohibit an SBAM Access Person from accepting invitations to business meals and entertainment of a reasonable value with an Advisory Client or other person or entity. An SBAM Access Persons must report any gifts, favors, services, meals or entertainment that are not consistent with the foregoing standards to William Stern or the Chief Compliance Officer.

VI. Directorship

SBAM Access Persons are prohibited from serving on the boards of directors of any publicly traded company without prior approval by William Stern. This restriction does not apply to service on the board of directors of any private company or not-for-profit organization. SBAM Access Persons must disclose any directorships of private or public companies or not-for-profit organizations upon request of the Chief Compliance Officer.

VII. Exempted Transactions

The following types of securities transactions are specifically exempted from coverage by this Code:

(a) Transactions in securities issued by the U.S. government

(b) Transactions in shares of open-ended investment companies (other than any other
registered investment company for which SBAM serves as sub-adviser)

(d) Transactions of shares issued by money market funds

(e) Transactions effected in any account over which the Access Person has no direct influence or control (e.g., blind trust, discretionary account or trust managed by a third party); and

(f) Transactions which are part of an automatic investment plan, including dividend reinvestment programs

(g) Transactions of shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable fund.

VIII. Violation

Access Persons must promptly report any actual or suspected violations of this Code of Ethics to the Chief Compliance Officer. The Chief Compliance Officer will report any material violations of this Code of Ethics to William Stern for his consideration of such sanctions or remedial action, if any, as he deems necessary or appropriate. These sanctions may include, among other things,
a letter of censure, fine, suspension or termination of employment with SBAM or removal of office.
In addition, the Chief Compliance Officer will report, at least annually, to any other registered investment company for which SBAM serves as sub-adviser, information concerning any material violations of this Code and any procedures or sanctions imposed in response thereto.

IX. Amendments

From time to time, this Code of Ethics may be amended or otherwise revised. In such event, the Chief Compliance Officer will distribute the amended or revised Code (or relevant portions thereof) to all Access Persons. All such individuals will be required to complete and submit an Acknowledgement to the Chief Compliance Officer certifying his or her agreement to abide by
such amended or revised Code.

X. Administration

The Chief Compliance Officer or his designee will periodically review reports submitted byAccess Persons pursuant to the Code of Ethics, brokerage account statements, transaction confirmations, and other relevant documentation to monitor compliance by Access Persons with the Code.