Exhibit (d)(2)  

INVESTMENT SUB-ADVISORY AGREEMENT

THIS AGREEMENT, made by and between ETFis Series Trust I (the “ Trust ”), on behalf of the Tuttle Tactical Management U.S. Core ETF (the “ Fund ”), Etfis Capital LLC, a Delaware limited liability company (the “ Adviser ”) and Tuttle Tactical Management, LLC, a Delaware limited liability company (the “ Sub-Adviser ”).

W I T N E S S E T H:

WHEREAS, the Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”) and engages in the business of investing and reinvesting its assets in securities and other investments; and

WHEREAS, each of Adviser and Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”);

WHEREAS, Adviser has been selected as investment adviser for the Fund by the Trust; and

WHEREAS, Sub-Adviser has been selected as sub-adviser for the Fund by the Trust and the Adviser on the terms described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1. Obligations of the Sub-Adviser

(a) Services . Subject to the oversight of the Adviser, the Sub-Adviser agrees to perform the following services (the “ Services ”) for the Trust:

(1) manage the investment and reinvestment of the assets of the Fund;

(2) determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) with respect to the Fund;

(3) to vote proxies on behalf of the Fund;

(4) provide the Trust, the Fund and the Adviser with records concerning the Sub-Adviser’s activities under this Agreement that the Trust and the Fund are required to maintain;

(5) render regular reports to the Adviser and the Trust’s trustees and officers concerning the Sub-Adviser’s discharge of the foregoing responsibilities; and

(6) perform any and all other services commonly performed by sub-advisers to a registered investment company, as reasonably requested from time to time by the Trust or the Adviser.

(b) Manner of Discharging Services . The Sub-Adviser shall discharge the foregoing responsibilities subject to the oversight of the Adviser and the trustees and officers of the Trust and in compliance with (i) such policies as the trustees may from time to time establish; (ii) the Fund’s objectives, policies, and limitations as set forth in its prospectus and statement of additional information, as the same may be amended from time to time; and (iii) with all applicable laws and regulations (hereinafter collectively referred to as the “ Rules ”). All Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any directors, managers, officers or employees (or the equivalent) of the Sub-Adviser or through such other parties (including, without limitation and subject to approval by the Adviser and the Trust under the Rules, one or more third party sub-advisers) as the Sub-Adviser may determine (and, if applicable, engage) from time to time.

(c) Books and Records . All books and records prepared and maintained by the Sub-Adviser for the Trust and the Fund under this Agreement shall be the property of the Trust and the Fund and, upon request therefor, the Sub-Adviser shall surrender to the Trust and the Fund or the Adviser such of the books and records so requested; provided, however, that the Sub-Adviser may retain a copy of such books and records.

2. Fund Expenses

(a) Responsibility for Fund Fees and Expenses; Unified Fee Arrangement . During the term of this Agreement, the Sub-Adviser shall pay all of the expenses of the Fund, such expenses including but not limited to the Adviser’s fee (as described in the Fund’s prospectus and on Exhibit A ), transfer agent fees, administrative fees and expenses, custodian fees, legal fees, accounting fees, any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, all expenses of preparing the Trust’s registration statement and prospectus for the Fund, and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the fee payment to the Sub-Adviser under Section 4 of this Agreement, payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses and other non-routine or extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser.

(b) Sub-Adviser Personnel and Expenses . The Sub-Adviser agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required to perform the Services on the terms and for the compensation provided herein.

3. Custody and Brokerage Selection .

(a) Custodian . The Trust will establish and maintain an account with a custodian chosen by the Trust (the “ Custodian ”). The Trust, the Fund, and the Adviser agree to cooperate with the Sub-Adviser and the Custodian in taking all such action as may be necessary or advisable to establish the Sub-Adviser’s and the Custodian’s authority with respect to the management of the cash, securities, and other property in the account.

(b) Selecting Brokers; Best Execution . Subject to the oversight of the Adviser and the Rules, the Sub-Adviser is authorized to select brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Sub-Adviser shall seek to obtain the best overall execution for Fund transactions, which is a combination of price, quality of execution and other factors. The Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Sub-Adviser with brokerage, research, analysis, advice and similar services, and the Sub-Adviser may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Sub-Adviser to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Sub-Adviser will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

(c) Affiliated Brokerage . The Sub-Adviser is authorized to direct portfolio transactions to a broker that is an affiliated person of the Adviser, the Sub-Adviser or other sub-advisers to the Fund (if any), or the Fund in accordance with such standards and procedures as may be approved by the Trust in accordance with the Rules. Any transaction placed with an affiliated broker must (i) represent best execution, and (ii) may not be a principal transaction.

(d) Aggregated Transactions . The Sub-Adviser is authorized to aggregate or “bunch” purchase or sale orders for the Fund with orders for various other clients when it believes that such action is in the best interests of the Fund and all other such clients. In such an event, allocation of the securities purchased or sold will be made by the Sub-Adviser in accordance with the Sub-Adviser’s written policy.

4. Compensation of Sub-Adviser

(a) Sub-Advisory Fee . The Fund shall pay to the Sub-Adviser from the Fund’s assets an annual fee equal to the amount of the daily average net assets of such Fund shown on Exhibit B attached hereto, payable on a monthly basis. The Sub-Adviser shall look exclusively to the assets of the Fund for payment of the Sub-Adviser’s fee.

(b) Effect of Termination . If this Agreement is terminated prior to the end of any calendar month, the Sub-Adviser’s fee shall be prorated for the portion of any month in which this Agreement is in effect according to the proportion which the number of calendar days during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within 20 days after the date of termination.

5. Non-Exclusive Services . The services to be rendered by the Sub-Adviser to the Trust on behalf of the Fund under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. Without limiting the foregoing, the Sub-Adviser may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm, entity or individual, and may render other services to the Trust on behalf of the Fund or to any other investment company, corporation, association, firm, entity or individual.

6. Limits of Liability . The Sub-Adviser shall have no liability to the Fund, its shareholders or its creditors for any error of judgment, mistake of law, or for any loss arising out of any investment, or for any other act or omission in the performance of its obligations to the Fund not involving willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein.

7. Term of Agreement

(a) Initial Term; Renewal . This Agreement shall be executed and become effective as of the date written below if approved by (i) the board of trustees of the Trust (the “ Board ”), including a majority of the Trustees who are not parties to this Agreement or interested persons of such party (the “ Independent Trustees ”), cast in person at a meeting called for the purpose of voting on such approval; and (ii) the vote of a majority of the outstanding voting securities of the Fund. It shall continue in effect for a period of two years and may be renewed annually thereafter only so long as such renewal and continuance is specifically approved as required by the 1940 Act (currently, at least annually by the Board or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal hereof have been approved by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval).

(b) Amendments . No amendment to this Agreement shall be effective unless the terms thereof have been approved as required by the 1940 Act (currently, by the vote of a majority of the outstanding voting securities of a Fund unless such shareholder approval would not be required under applicable interpretations of the 1940 Act, and by the vote of a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval).

(c) Termination . Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of a penalty, on one hundred twenty (120) days’ written notice to the Sub-Adviser of the Trust’s intention to do so, pursuant to action by the Board or pursuant to a vote of a majority of the outstanding voting securities of the Fund. The Sub-Adviser may terminate this Agreement at any time, without the payment of penalty, on one hundred twenty (120) days’ written notice to the Trust of its intention to do so. Upon termination of this Agreement, the obligations of all the parties hereunder shall cease and terminate as of the date of such termination, except for any obligation to respond for a breach of this Agreement committed prior to such termination, and except for the obligation of the Trust to pay to the Sub-Adviser the fee provided in Paragraph 4

hereof through the date of termination. This Agreement shall automatically terminate in the event of its assignment unless the parties hereto, by agreement, obtain an exemption from the SEC from the provisions of the 1940 Act pertaining to the subject matter of this paragraph.

8. Representations, Warranties and Covenants

(a) Adviser . The Adviser hereby represents, warrants and covenants to the Sub-Adviser as follows: (i) the Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Adviser is registered as an investment adviser under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b) Sub-Adviser . The Sub-Adviser hereby represents, warrants and covenants to the Adviser and the Trust as follows: (i) the Sub-Adviser is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; (ii) the Sub-Adviser is registered as an investment adviser under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement; (iii) the Sub-Adviser shall on an annual basis, promptly after its completion, provide the Trust and the Adviser with the Sub-Adviser’s written report demonstrating its compliance with, Rule 206(4)-7 under the Advisers Act; and (iv) the Sub-Adviser will provide accurate and complete information upon reasonable request from the Adviser or the Trust in connection with (y) the preparation of the registration statement or other documents for the Fund and (z) the compliance obligations of the Trust. In addition, the Sub-Adviser agrees to promptly provide the Trust with notice, as well as any related documentation reasonably requested by the Trust, upon:

(i)        any material adverse change in the Sub-Adviser’s business or financial condition;

(ii)      any material change in the Sub-Adviser’s ownership (including, without limitation, any change that would result in the assignment of this Agreement);

(iii)     any event or occurrence known to the Sub-Adviser that would make information previously provided by the Sub-Adviser to the Trust untrue;

(iv)    the Sub-Adviser’s receipt from any regulator or other governmental authority to which the Sub-Adviser is subject of any lawsuit, notice of any investigation or order; or

(v)      any final judgments or material settlements involving the Sub-Adviser and its provision of investment advisory services.

(c) Trust. The Trust hereby represents, warrants and covenants to the Sub-Adviser as follows: (i) the Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Agreement and carry out its terms; (ii) the Trust is registered as an investment company under the 1940 Act; (iii) shares of the Trust are registered for offer and sale (or will be before any such offer or sale) to the public under the 1933 Act; and (iv) such registrations will be kept in effect during the term of this Agreement.

9. Binding Agreement . This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

10. Certain Definitions . For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities” and “assignment” shall have the meaning defined in the 1940 Act and the rules and interpretations thereunder.

11. Governing Law . This Agreement shall be governed by New York law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed

in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

12. Notices . Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given when sent by registered or certified mail, postage prepaid, return receipt requested, as follows:

13. Miscellaneous

(a)            This Agreement constitutes the entire Agreement of the parties hereto.

(b)            This Agreement is executed by the Trust with respect to the Fund and the obligations hereunder are not binding upon any of the Trustees, officers or shareholders of the Fund individually, but are binding only upon the Fund to which such obligations pertain and the assets and property of the Fund.

(c)            This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement but such counterparts shall together constitute but one and the same instrument.

[signature page to follow]

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed in duplicate original by their officers thereunto duly authorized as of the day and year first written above.

Exhibit A

Adviser’s Fee

The Adviser shall be entitled to receive 7.5 basis points (0.075%) of the daily asset value of the Fund, subject to the annual minimum of $25,000.

Exhibit B

Sub-Adviser’s Fee

The Fund shall pay to the Sub-Adviser on or before the tenth (10th) day of each month a payment equal to an annualized rate of 82.5 basis points (0.825%). Upon any termination of this Agreement on a day other than the last day of the month the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Exhibit (m)  

DISTRIBUTION AND SERVICE PLAN

ETFis Series Trust I

1.                    The Trust . ETFis Series Trust I (the “ Trust ”) is an open-end investment company, registered under the Investment Company Act of 1940 (the “ 1940 Act ”), and organized as a series trust.

2.                    The Plan . The Trust desires to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to the shares of beneficial interest (“ Shares ”) of certain series of the Trust which are identified on Exhibit A hereof (each such series, a “ Fund ” and together, the “ Funds ”), and the Board of Trustees of the Trust (the “ Board ”) has determined that there is a reasonable likelihood that adoption of this Plan will benefit each such Fund and its holders of Shares (“ Shareholders ”). Accordingly, the Trust has adopted this Plan in accordance with Rule 12b-1 under the 1940 Act on behalf of each Fund to enable such Fund to directly or indirectly bear expenses relating to the distribution of Shares of the Fund.

3.                    The Distributor . The Trust has entered into a written Distribution Agreement with ETF Distributors, LLC (the “ Distributor ”), pursuant to which the Distributor will act as the exclusive distributor with respect to the creation and distribution of creation unit size aggregations of shares described in the Funds’ registration statement (“ Creation Units ”).

4.                    Payments . The Trust may pay the Distributor a monthly fee not exceed .25% (twenty-five basis points) of the Fund’s average daily net assets to reimburse the Distributor for actual amounts expended to finance any activity primarily intended to result in the sale of Shares of a Fund or the provision of investor services. The Trust also may pay other service providers for services rendered in connection with the sale and promotion of Shares and the furnishing of services to Shareholders. Such services include, but are not limited to: (i) marketing and promotional services, including advertising; (ii) printing and distributing to persons other than current Shareholders the reports, prospectuses, notices and similar materials that are prepared by the Trust for current Shareholders; (iii) preparing, printing and distributing any sales literature used in connection with the offering of the Shares which is not covered by (ii) above; (iv) the promotion and sale of the Shares, including travel, communications and the compensation of sales personnel; and (v) distribution and Shareholder support assistance. The Distributor may use all or any portion of the amount received pursuant to this Plan to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services, pursuant to agreements with the Distributor, or to pay any of the expenses associated with other activities authorized hereunder.

As of the end of a Fund’s fiscal year, the expenses incurred in connection with the sale and promotion of the Shares and the furnishing of services to Shareholders, as described above, may exceed .25% of the Fund’s average daily net assets. Although the Fund is not permitted to pay any such excess expenses during that same fiscal year, such excess expenses may be reimbursed during any of the Fund’s subsequent three fiscal years, provided and to the extent that the current expenses plus the excess expenses do not exceed the .25% limitation for that subsequent year. Such reimbursement must be approved by a majority of the Board of Trustees, including a majority of the Independent Trustees (defined below in paragraph 8). All or any portion of such excess expenses may be reimbursed by the Fund during any one or more of the three subsequent fiscal years.

5.                    Effective Date . This Plan shall not take effect with respect to any Fund until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Shares of such Fund, if adopted after the public offering of such Shares; and (b) together with any related agreements, by

votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (as defined in paragraph 8 below), cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

6.                    Term . This Plan shall continue in effect for a period of more than one year after it takes effect, only for so long as such continuance is specifically approved at least annually in the manner provided in paragraph 5 above for the approval of this Plan.

7.                    Agreements Relating to the Plan . All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Independent Trustees or by the vote of a majority of the outstanding voting securities of the Shares of the Funds, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person.

8.                    Independent Trustees . As used in this Plan, (a) the term “ Independent Trustees ” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

9.                    Reports . Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Such report shall include any division or allocation of expenses between or among Funds.

10.                 Records . The Trust shall preserve copies of this Plan, each agreement related hereto and each report referred to in paragraph 9 hereof for a period of at least six years from the date of the Plan, agreement and report, the first two years in an easily accessible place.

11.                 Severability . If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

12.                 Amendments . This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the amount to be spent for the services provided for in paragraph 4 hereof shall be effective only upon approval by a vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the applicable Fund(s), and (b) any material amendment of this Plan shall be effective only upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment.

13.                 Termination . This Plan may be terminated at any time, without payment of any penalty, by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the applicable Fund(s). In the event of termination or non-continuance of this Plan, the Trust may reimburse any expense which it incurred prior to such termination or non-continuance, provided that such reimbursement is specifically approved by both a majority of the Board of Trustees and a majority of the Independent Trustees.

14.                 Independent Trustees . While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Independent Trustees.

This Plan was adopted unanimously by the Board of Trustees of the Trust, including a majority of the Independent Trustees, at a meeting held on August 26, 2014.

/s/William J. Smalley

Secretary

Exhibit A

Manna Core Equity Enhanced Dividend Income Fund

Infrastructure Capital MLP ETF

Tuttle Tactical Management U.S. Core ETF

Exhibit (p)(3)

Tuttle Tactical Management, LLC

CODE OF ETHICS

May 7, 2014

Tuttle Tactical Management, LLC

155 Lockwood Rd

Riverside, CT 06878

(t) (888) 723-2821

(f) (888) 723-2821

Tuttle Tactical Management, LLC
Code of Ethics

Effective Date: May 7th, 2014

PREAMBLE

This Code of Ethics (the “Code”) is an expression of Tuttle Tactical Management, LLC’s (this “Company”) recognition of its fiduciary obligations to its clients and its duty to comply with all federal and state securities laws. It is the Company’s intent to use the Code to set out ideals for the ethical conduct of the Company and its employees in the performance of their investment advisory services. These ideals are premised on the fundamental principles of openness, integrity, honesty, fairness and trust. These ideals are both an indication of the value the Company places on the ethical conduct of its employees and a challenge to its employees to live up to the high standards demanded by the investment advisory profession.

The Company strives to maintain the highest standards of ethics and conduct in all of its business relationships. The Company’s business philosophy is that its clients deserve undivided loyalty and effort and that their interests always come first. The Code memorializes this philosophy through written standards of business conduct that deter wrongdoing and promote, among other things:

Only by conducting business in accordance with the highest ethical, legal and moral standards can this Company achieve its goals. Since corporate behavior begins with the individual behavior of its personnel, the Company has adopted the Code so that its Supervised Persons may know the individual ethical, legal and moral standards expected of them. All activities of the Company’s Supervised Persons should be guided by and adhere to these standards.

It is a condition of employment with the Company that a Supervised Person receives a copy of the Code and any amendments to the Code. ( Exhibit A: Code Acknowledgement ) The Company urges each Supervised Person, no matter how long or short a time he or she may have been affiliated with the Company, to study this Code and to review it periodically. Abiding by its letter and its spirit is important to each Supervised Person’s personal success and to the collective success of the Company.

2.0 DEFINITIONS

For purposes of the Code, the following terms have the meanings specified in this section:

.

3.0 CORE PRINCIPLES

3.1 Compliance with Laws, Rules and Regulations

As an investment adviser registered with the U.S. Securities and Exchange Commission, the Company and its Supervised Persons are subject to (a) regulation by federal and state securities authorities and (b) federal and state securities laws. The Company expects its Supervised Persons to comply with both the spirit and letter of all federal and state securities laws, rules and regulations applicable to the Company’s investment advisory operations and business. Supervised Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action.

3.2 Integrity, Objectivity and Competence

A Supervised Person shall offer and provide investment advisory services with integrity, objectivity and competence. Integrity requires a Supervised Person to be, among other things, honest and candid within the constraints of client confidentiality. Integrity requires that a Supervised Person’s advisory services must not be subordinated to personal gain and advantage. Objectivity requires intellectual honesty and impartiality. The principle of objectivity imposes an obligation on the Supervised Person to be free of conflicts of interest. Competence requires an

adequate level of knowledge and skill and the ability to apply that knowledge and skill effectively when providing investment advisory services to clients. Competence also requires a commitment to learning and professional improvement that must continue throughout a Supervised Person’s professional life.

3.3 Conflicts of Interest

Each Supervised Person should be scrupulous in avoiding any conflict of interest with regard to the Company’s or a client’s interests. A “conflict of interest” occurs when a Supervised Person’s private interest interferes with the interests of the Company or a client. A conflict situation can arise when a Supervised Person pursues interests that prevent the Supervised Person from performing his or her duties objectively or effectively. Any conflict of interest that arises in a specific situation or transaction must be disclosed by the Supervised Person and resolved before taking any action.

Conflicts of interest may also arise where the Company or its Supervised Persons have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Supervised Persons have made material personal investments, accounts of close friends or relatives of Supervised Persons). Supervised Persons are specifically prohibited from inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

Accordingly, Supervised Persons are reminded to strictly adhere to the policies and procedures as set forth in the Compliance Manual regarding brokerage, including, allocation, best execution, soft dollars, and directed brokerage.

3.4 Confidentiality

Supervised Persons must exercise care in maintaining the confidentiality of (a) any client’s (or former client’s) Nonpublic Personal Financial Information, (b) any material nonpublic information about the Company’s securities recommendations and (c) any material nonpublic information about clients’ (or former clients’) securities holdings and transactions. Supervised Persons shall not disclose any information about a client (or former client) including the client’s identity, the client’s financial circumstances, the client’s security holdings, the securities investments made by the Company on behalf of the client, information about the client’s contemplated securities transactions or advice furnished to the client by the Company without the specific consent of the client (or former client) unless in response to proper legal process.

All Supervised Persons are required to comply with the Company’s Privacy Policy and Information Security Policy as set forth in the Compliance Manual. Supervised Persons should consult with the Chief Compliance Officer if they believe they have a legal obligation to disclose confidential information. The obligation to preserve the confidentiality of this information shall continue after the Supervised Person’s association with the Company ends.

3.5 Fair Dealing and Disclosure

Supervised Persons shall perform investment advisory services in a manner that is fair and reasonable. Supervised Persons shall endeavor to at all times deal fairly with the Company’s clients and shall not seek unfair advantage through improper concealment, abuse of improperly acquired confidential information, or misrepresentation of material facts. Supervised Person shall make a full and fair disclosure of all material facts to the Company’s clients and such disclosure shall be accurate, timely and understandable. Supervised Persons shall always offer investment opportunities to the Company’s clients before they act on such opportunities themselves. Supervised Persons shall not use knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions.

4.0 PERSONAL SECURITIES TRANSACTIONS

4.1 General Standards

All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility.

4.2 Prohibited Purchases and Sales

All personal securities transactions of an Access Person shall be subject to the following prohibitions, procedures and approvals:

4.3 Approval Procedures

To obtain pre-approval for the purchase or sale of any Restricted Security, the Access Person must submit a Trade Approval Form ( Exhibit C: Restricted Security Trade Approval Form ) to the Chief Compliance Officer. Once approved, the Access Person shall have five (5) business days to make the transaction. If such transaction is not made within the five (5) business day period, the Associated Person must resubmit the Trade Approval Form to the Chief Compliance Officer for his or her approval.

5.0 REPORTING REQUIREMENTS

5.1 Reporting of Personal Securities Holdings

All Access Persons must submit a personal securities holdings report (the “Holdings Report”) ( Exhibit D: Example Holdings Report ). The Holdings Report must be submitted (a) no later than ten (10) days after an individual becomes an Access Person and (b) at least once each twelve- month period thereafter. The information contained in the Holdings Report must be current as of a date not more than (i) forty-five (45) days prior to the date the individual becomes an Access Person or (ii) forty-five (45) days prior to the date the Access Person submits the twelve-month report. An Access Person may provide the Company with duplicate account statements in lieu of the Holdings Report.

5.2 Reporting of Personal Securities Transactions

All Access Persons must submit personal securities transaction reports (the “Transactions Report”) ( Exhibit E: Example Transactions Report ). The Transactions Report must be submitted

no later than thirty (30) days after the end of each year. The information contained in the Transactions Report must cover all transactions made by the Access Person during that year. An Associated Person may provide the Company with duplicate trade confirmations in lieu of the Transactions Report.

5.3 Review of Reports

The Chief Compliance Officer shall review all Holdings Reports and Transactions Reports to: (a)

Assess whether the Access Person followed required procedures;

5.4 Exceptions from Reporting Requirements

An Access Person is not required to submit a:

6.0 PROHIBITED ACTIVITIES

6.1 Gifts and Gratuities

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Company and its clients. The overriding principle is that Access Person should not accept inappropriate gifts, favors, entertainment, special accommodations, or other thanks of material value that could influence their decision- making or make them feel beholden to a person or company.

Accordingly, no Access Person may:

All Access Person are required to complete a Gift Report ( Exhibit F: Gift Report Form ) when accepting or providing a gift.

6.2 Directorships

Because of the high potential for conflicts of interest and insider trading problems, no Access Person may serve as director of any publicly traded company without first obtaining the approval of Chief Compliance Officer. Any such approval shall be based on a determination by the Chief Compliance Officer that such board service will be consistent with the interests of the clients of the Company and that such Access Person will be isolated from those making investment decisions with respect to such company by appropriate procedures.

6.3 Brokerage Accounts

Access Person may not open or maintain brokerage accounts or place personal securities transaction with a broker that has not been approved by the Chief Compliance Officer. The Company shall maintain a list of approved brokerage accounts for each Access Person. ( Exhibit G: Brokerage Account Form )

6.4 Disclosure

No Access Person may recommend, implement or attempt to cause any securities transactions by a client or participate in any investment decision without disclosing his or her material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, the Access Person may not participate in any decision- making process regarding the securities of that issuer.

6.5 Outside Business Activities

A Supervised Person may not engage in any outside business activity that involves the receipt of compensation, either directly or indirectly, from any other person or entity other than the Company, without first obtaining the written approval of Chief Compliance Officer. All Supervised Persons are required to complete an annual questionnaire detailing any outside business activities ( Exhibit H: Outside Business Activity Questionnaire ).

6.5 Pay to Play

6.5.1 Explanation

Pay to play is the practice of making campaign contributions and related payments to elected officials in order to influence the awarding of lucrative contracts for the management of public pension plan assets and similar government investment accounts.

6.5.2 Restrictions

The Company is prohibited from providing advisory services for compensation — either directly or through a pooled investment vehicle — for two years, if the Company or its Supervised Persons make a political contribution to an elected official who is in a position to influence the Company’s selection.

The Company and its Supervised Persons are prohibited from soliciting or coordinating campaign contributions from others — a practice referred to as "bundling" — for an elected official who is in a position to influence the selection of the Company. It also prohibits solicitation and coordination of payments to political parties in the state or locality where the Company is seeking business.

The Company is prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on the Company’s behalf, unless that third party is an SEC-registered investment adviser or broker-dealer subject to similar pay to play restrictions.

6.5.3 Exceptions

Section 6.5.2 does not apply to contributions made by a Covered Associate, if a natural person, to officials for whom the Covered Associate was entitled to vote at the time of the contributions and which in the aggregate do not exceed $350 to any one official, per election, or to officials for whom the Covered Associate was not entitled to vote at the time of the contributions and which in the aggregate do not exceed $150 to any one official, per election.

6.5.4 Request Form

All Supervised Persons are required to submit a request form prior to making any political contribution ( Exhibit H-1: Political Contribution Request Form ).

7.0 INSIDER TRADING

7.1 Policy Statement

The Company forbids all personnel, either personally or on behalf of others, to trade on material nonpublic information or to communicate material nonpublic information to others in violation of the law. In addition, the Company discourages its Supervised Persons or other employees from seeking or knowingly obtaining material, nonpublic information.

An employee of the Company may not buy or sell securities for their personal portfolio(s) where their decision is substantially derived, in whole or in part, by reason of his or her employment with the Company unless the information is also available to the investing public on reasonable inquiry. No employee of the Company shall prefer his or her own interest to that of the Company’s clients.

The Company is committed to providing absolute client confidentiality. Employees may not communicate material nonpublic information to any party outside of the Company. Employees of the Company may not take client files from the office filing areas, except when meeting outside of the office with the specific client to whom the files pertain.

7.2 Insider Trading

Insider trading is defined as the buying or selling of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information

about the security. Insider trading violations may also include “tipping” such information, securities trading by the person “tipped,” and securities trading by those who misappropriate such information.

Insider trading is the trading that takes place when those privileged with confidential information about important events use the special advantage of that knowledge to reap profits or avoid losses on the stock market, to the detriment of the source of the information and to the typical investors who buy or sell their stock without the advantage of “inside” information. For purposes of insider trading, a person trades on the basis of material nonpublic information if a trader is “aware” of the material nonpublic information when making the purchase or sale. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

7.3 What is Inside Information?

“Inside Information” means material information about securities that has not been disseminated to, or is not generally available to, the general public (also referred to in conversation as “material non-public information”).

7.4 Who is an Insider?

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

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

While the rule against insider trading is dependent upon a showing that the Insider who leaked the information did so through a breach of duty, it will, in most instances, be very difficult to ascertain whether such a breach occurred in connection with the release of information. There are various contexts in which a person breaches a duty by transmitting material, non-public information. For example, an officer of an issuer violates his duty if he intentionally transmits material, non-public information concerning the company without any justifiable business purpose and the officer knows or should know that the recipient of the information will trade in the issuer’s securities after receiving such information. A secretary of a law firm working on a merger breaches her duty to the law firm by revealing information about the issuer which is the subject of

the merger. The printer at a print shop who is working on disclosure documents which have not yet been filed with the SEC breaches his duty to his employer by disclosing information about the impending transaction.

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

7.5 When is Information Material?

Information is “material” if its disclosure would be likely to have an impact on the price of a security or if reasonable investors would want to know the information. Either positive or negative information may be material. While it is not possible to define all categories of material information, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material.

Examples of such information include:

Information relating to the market for a security, such as a significant purchase or sale order, also may be material. If you are not sure whether information you have received is material, you should discuss it with the Chief Compliance Officer before trading on such information.

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

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

cautious in such conversations and, if the information received is too specific, you should refrain from trading until you discuss what you have received with the Chief Compliance Officer.

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

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

7.6 When is Information Public?

Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC, publication on the Dow Jones Newswires, The Wall Street Journal or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

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

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

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

Before information can be considered to be generally available, a reasonable period must have elapsed after the information was first made known, for the information to be disseminated among investors. Generally, this means that a person who has access to inside information should wait 72 hours after that information is announced publicly before dealing in securities.

7.7 Possession of the Information Is Enough to Prohibit Trading

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

7.8 Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary fluctuations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of Inside Information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The Company’s Supervised Persons should exercise particular caution any time they believe that they may have become aware of any non-public information (regardless of how trivial such information may be) relating to a tender offer.

7.9 Misappropriated Information

There may be circumstances in which you may obtain information about an issuer from persons who are not employed by, or owe a duty of confidentiality to, the issuer and are not deemed to be Insiders or Temporary Insiders. Such non-insiders may be persons who have, or are employed with companies who have, arms-length dealings with the issuer, such as vendors and suppliers. “Non-insiders” should be distinguished from “quasi-insiders.” A quasi-insider is someone who possesses a relationship with the issuer which gives him or her access to confidential information about the issuer and has a duty to keep such information confidential. An attorney, accountant or consultant to the issuer are typical examples of quasi-insiders. You should not solicit or obtain information about the issuer from quasi-insiders.

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

7.10 Restrictions on Disclosure of Company Inside Information

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

7.11 Insider Trading Procedures

Any question as to what constitutes material nonpublic information should be resolved in the most conservative fashion ( i.e. that the determination be made that the information in question is material nonpublic information) or the question should be referred to the Chief Compliance Officer or his or her designee.

Before trading for yourself or others in securities of a company about which you may have potential inside information, ask yourself the following questions:

Is the information material?

Is the information public?

If an employee receives information that may constitute material, nonpublic information, the employee:

Under no circumstances should information that may constitute material, nonpublic information be shared with any persons not employed by the Company, including family members and friends.

7.12 Prevention and Detection

The Chief Compliance Officer shall periodically review the Quarterly Transactions Reports and Personal Securities Holdings reports (together with any brokerage statements) of the Company’s Supervised Persons to ensure that no insider trading is taking place. The Chief Compliance Officer shall also make sure that all employees of the Company adhere to the personal securities transactions and reporting requirements set forth in the Company’s Code of Ethics.

7.13 Supervisory Responsibility

The Chief Compliance Officer is solely responsible for the content and enforcement of the Company’s insider trading policy.

7.14 Annual Review

The Chief Compliance Officer shall discuss insider trading issues with each employee each year in January. The review shall emphasize the necessity to continually maintain client confidentiality, to avoid insider trading, and to comply with the Company’s Code of Ethics. An employee’s execution of the Insider Trading Affidavit ( Exhibit I: Insider Trading Affidavit ) is an acknowledgment of that employee’s understanding of these topics.

7.15 Penalties

Civil and criminal penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers and other controlling persons. 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:

EACH EMPLOYEE HAS THE ULTIMATE RESPONSIBILITY FOR COMPLYING WITH THE PROCEDURES FOR THE HANDLING OF INSIDE INFORMATION.

8.0 CODE VIOLATIONS

8.1 Overview

The Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Supervised Persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.

8.2 Reporting

Each Supervised Person is expected to discharge his or her responsibilities in full compliance with the Code. Each Supervised Person is responsible for the prompt reporting of any existing or potential violations of the Code to the Chief Compliance Officer ( Exhibit J: Code Violations ). Failure to do so is itself a violation of the Code. No Supervised Person shall retaliate against any other Supervised Person for reports of potential violations that are made in good faith. Any such retaliation would be in itself considered a violation of the Code.

8.3 Sanctions

Any violations discovered by or reported to the Chief Compliance Officer shall be reviewed and investigated promptly. Any disciplinary action shall be based on, among other things, the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for the letter and intent of this Code. Upon recommendation of the Chief Compliance Officer, the Company may impose such sanctions for violation of the Code as it deems appropriate, including, but not limited to, a letter of censure, suspension or termination of employment, reversal of a securities trade at the violator’s expense and risk, including disgorgement of any profit; and, in serious cases, referral to law enforcement or regulatory authorities. The Company shall keep a record of Code violations and any disciplinary actions taken pursuant to this Section 8.3. ( Exhibit K: Disciplinary Actions ).

9.0 REVIEW

9.1 Annual Review

Annual review of the Code is an important component of the Company’s ongoing process of self- evaluation and review of compliance procedures. The Chief Compliance Officer shall perform an annual review of the policies and procedures contained in this Code to determine whether such policies and procedures are adequate and effective. In undertaking such annual review, the Chief Compliance Officer shall consider the following factors:

9.2 Interim Review

The Chief Compliance Officer shall undertake an interim review of policies and procedures contained in this Code in response to significant compliance events, changes in business arrangements or regulatory developments.

10.0 TRAINING

10.1 Annual Training

Training shall take place periodically at the discretion of the Chief Compliance Officer, but no less than annually. All Supervised Persons shall be required to attend any training session or read any applicable materials. Supervised Persons are required to recertify annually that they have read and understood the Code.

10.2 New Employees

New employees to the Company will be required to attend an orientation session that explains their obligations under the Code.

11.0 CODE WAIVERS

The Chief Compliance Officer has the authority to waive any provision of this Code, provided, however, that such waiver does not result in violation of applicable federal or state securities laws. The Chief Compliance Officer shall record in writing all instances where a waiver to this Code has been granted, the person requesting such waiver, the reason the waiver was requested and the reason the waiver was granted.

13.0 RECORDKEEPING REQUIREMENTS

13.1 Recordkeeping Requirements

The Company shall be required to keep:

13.2 Form ADV Part 2A

The Company shall describe the Code on Form ADV Part 2A and state that the Company will provide a copy of the Code to any client or prospective client upon request.

Exhibit A

CODE OF ETHICS ACKNOWLEDGEMENT

By signing in the space provided below, you certify that:

Exhibit B

SUPERVISED PERSONS AND ACCESS PERSONS

Exhibit C

RESTRICTED SECURITY TRADING PRE AUTHORIZATION FORM

All Access Persons of TWM or TTM must obtain prior approval before trading in any

ETF in our Restricted Security List.

Information on Proposed Trade

Exhibit D

INITIAL AND ANNUAL PORTFOLIO HOLDINGS REPORT

PORTFOLIO HOLDINGS INFORMATION

Attach additional sheets as necessary.

QUARTERLY PERSONAL TRANSACTION REPORT

REPORTABLE TRANSACTIONS

Attach additional sheets as necessary.

GIFT REPORT

Name:__________________

Position: ______________

I hereby certify that I have disclosed all gifts:

Review

I hereby certify that I have reviewed the above listed gifts:

Chief Compliance Officer: _____________________________________________________________________

Exhibit G BROKERAGE

ACCOUNTS

Every employee of Tuttle Tactical Management, LLC must disclose to the firm any and all securities and futures accounts:

In the name of the employee, over which the employee exercises discretion (express or in fact) or in which the employee has an interest.

In the name of a related person of the employee, over which such related person exercises discretion (express or in fact) or in which such related person has an interest. For purposes of this disclosure form, a “related person” should be deemed to include the employee’s spouse and any other person with whom the employee resides or to whom the employee provides financial support.

Employees are not required to disclose Federal Reserve Board “Treasury Direct” accounts.

With respect to the required disclosure regarding such accounts, please be advised of the following (please check one):

The Compliance Officer will be sending a letter requesting duplicate confirms and statements for each of the accounts disclosed below. Please provide accurate account numbers and mailing addresses.

Exhibit H

  OUTSIDE BUSINESS ACTIVITY QUESTIONNAIRE

___YES ___NO

___YES ___NO

___YES ___NO

___YES ___NO

Exhibit I

INSIDER TRADING

AFFIDAVIT

Exhibit H-1

INVESTMENT ADVISOR POLITICAL CONTRIBUTION REQUEST

FORM FOR COVERED ASSOCIATES AND RESTRICTED PERSONS

Name: _________________________________________________________________________________________________________

Department: ___________________________________________________________________________

Title/Position: __________________________________________________________________________________________

Home Address: __________________________________________________________________________________________

City, County, State, Zip Code: _______________________________________________________________________________

NOTE: Pre-Approval is not needed for personal political contributions to candidates for Federal office who are not State or local officials at the time of the contribution.

Check at least one of the following:

_______________I am requesting approval to make a Political Contribution. (Complete Attachment 1)

_______________I am requesting approval to volunteer for a Campaign. (Complete Attachment 2)

_______________I am requesting approval to Coordinate or Solicit Contributions, including Fundraising

(Complete Attachment 2)

By signing below, I certify that the political contribution or activity described in the attached is accurate, and the proposed contribution or activity is not made to influence or induce the obtaining or retaining of investment advisory services business for the Company.

Signature: ____________________________________________________________ Date: ______________________________

Attachment 1 or Attachment 2 must accompany this form

[Legal Department Approval/Disapproval]

Approval: _____________________________________________                         Date: ______________________________

Attachment 1 

Description of Political Contribution

Proposed Amount of Contribution: $                                        Payable to:                                     

If Contribution Is In-Kind or Other Than Cash or Check Indicate Its Nature:

List Previous Contributions to this Candidate/Political Organization (Dates And Amounts):

Is the Contribution to be made by a PAC?                                                             

If yes, provide name/type/jurisdiction of PAC                                                                               

If Contribution is to a Candidate, Officeholder, or Campaign, Provide the Information Below:

Name of Candidate/Officeholder:                                                                                                     

Are You Entitled To Vote for This Candidate/Officeholder:        Yes                            No                                 

Date of Election:                                                                                

Type of Election (Primary, General, Special or Run-off):                                                                 

Office Candidate/Officeholder Seeks:                                                                                                

Jurisdiction of Office Sought (City, County, State, Federal):                                                         

Office Candidate/Officeholder Currently Holds, if any:                                                 

Jurisdiction of Office Candidate/Officeholder Currently Holds (City, County, State, Federal):                                                                                              

If Contribution is to a Political Organization (such as a Political Party or PAC), Provide the Information Below:

Name of Organization:                                                                                                                 

Type of Organization: Political Party:                                                   PAC:                                                   Other:                                          (Describe)

Jurisdiction Covered by Organization (City, County, State, Federal):

If Recipient is a Political Party, Are You Entitled to Vote in the Above Jurisdiction: Yes                               No                              

Attachment 2 

Description of Volunteer Activity/Solicitation or Coordination of Contributions, or

Fundraising

Part I

Name of Beneficiary (Officeholder, Candidate, Campaign, Political Party, Political Organization

Benefiting from Volunteer Activity, or Soliciting or Coordinating Contributions or Fundraising):                                                                 

Type of Beneficiary (Check One):

Candidate/Officeholder/Campaign                       
Political Party                           

PAC                         

Other                        (describe)

Office Candidate Seeks and Jurisdiction, if applicable:                                                                                               

Office Candidate Currently Holds, if any, and Jurisdiction:                                                                                       

Part 2

(1) Describe Nature of Activity:                                                                                  

(2) How Many Hours Do You Expect to Devote to Activity?                                                                                                                           

(3) Will You Engage In Volunteer Activity During Working Hours?

Yes                      No                 

If Yes, how many hours?                                                                                                                                                                                         

(4) Will You Use Company Resources (Such As Office Space, Personnel, Secretary, Equipment, Phones, Copiers or Computer)?

Yes                      No                 

If Yes, describe in detail:                                                                                                                                                                                      

(5) Will You Make Expenditures From Personal Funds in Connection With Activity?

Yes                      No                 

If Yes, describe in detail:                                                                                                                                                                                        

(Please note that such personal expenditures may be a political contribution requiring a separate
Pre-Approval request to be submitted on Attachment 1.)

(6) Will Activity Involve Soliciting or Coordinating Contributions, or Fundraising?

Yes                      No                 

If Yes, describe in detail:                                                                                                                                                                         

(7) If Recipient is a Candidate's Campaign, Provide Additional Information Below:

Type of Election ( e.g., Primary, General, Special or Run-off):                                                                                                       

Date of Election:                                                                                                                                                                          

Exhibit J CODE

VIOLATIONS

Name of Reporting Person:                                         

Position:                                                                         

Date of Report:                                                             

Review

I hereby certify that I have reviewed the above listed violations:

Chief Compliance Officer:                                                                                                                 

Exhibit K DISCIPLINARY

ACTIONS

Exhibit (q)  

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee of ETFis Series Trust I (the “Trust”), a Delaware statutory trust, hereby appoints William J. Smalley, Matthew B. Brown, Brinton W. Frith and Jeffrey T. Skinner, with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as well as any and all registration statements on Form N-14, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares of beneficial interest of the Trust (including, without limitation, regulatory authorities in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of such attorneys.

IN WITNESS WHEREOF, the undersigned has executed this instrument on this 27th day of August 2013.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee of ETFis Series Trust I (the “Trust”), a Delaware statutory trust, hereby appoints William J. Smalley, Matthew B. Brown, Brinton W. Frith and Jeffrey T. Skinner, with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as well as any and all registration statements on Form N-14, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares of beneficial interest of the Trust (including, without limitation, regulatory authorities in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of such attorneys.

IN WITNESS WHEREOF, the undersigned has executed this instrument on this 27th day of August 2013.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee of ETFis Series Trust I (the “Trust”), a Delaware statutory trust, hereby appoints William J. Smalley, Matthew B. Brown, Brinton W. Frith and Jeffrey T. Skinner, with full power of substitution, his true and lawful attorney to execute in his name, place and stead and on his behalf any and all amendments to the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as well as any and all registration statements on Form N-14, and to file with the U.S. Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares of beneficial interest of the Trust (including, without limitation, regulatory authorities in any and all states in which shares of any series of the Trust are sold), any such amendment or registration statement and any and all supplements thereto or to any prospectus or statement of additional information forming a part of the registration statement, as well as any and all exhibits and other documents necessary or desirable to the amendment or supplement process. Said attorneys, and each of them, shall have full power and authority, with full power of substitution, to do and perform in the name and on behalf of the undersigned every act whatsoever requisite or desirable to be done in the premises in any and all capacities authorized by the Board of Trustees for such persons to provide or perform with respect to the Trust, as fully and to all intents and purposes as the undersigned might or could do, the undersigned hereby ratifying and approving all such acts of such attorneys.

IN WITNESS WHEREOF, the undersigned has executed this instrument on this 26th day of September 2014.